REG - Critical Mineral - £2.5m Financing from New Strategic Investor

Critical Mineral ResourcesAnnouncement

10/03/2025 07:00

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RNS Number : 9767Z  Critical Mineral Resources PLC  10 March 2025

Critical Mineral Resources PLC

('CMR' or the 'Company')

£2.5m Financing from New Strategic Investor

Critical Mineral Resources PLC ('CMR' or the 'Company'), the exploration and
development company focused on critical metals and minerals in Morocco is
pleased to announce it has signed an investment agreement with Gilini Holdings
Ltd (the "Investor").

 

The Investor has committed to the provision of £2,500,000 in funding, of
which £2,075,000 has an average purchase price of 1.48p per new ordinary
share.

The funding will be used for project acquisitions, expanding the Company's
commodities trading venture, working on the existing portfolio and general
working capital. The Company will continue to focus all its efforts on
Morocco.

Financing Cashflows

The first £425,000, which has been received by the Company, has been provided
via the issue of loan notes, convertible into ordinary shares of the Company
at £0.011 per share, maturing on 31 December 2028 ("CLNs").  The CLNs
attract interest of 15% per annum (which accrues) and have one warrant for
every two ordinary shares represented by the principal amount of CLNs. Each of
the warrants will be exercisable at a price of £0.013 until 31 December 2028
("First Tranche CLNs").

The balance of £2,075,000 ("Subsequent Finance") is structured as follows:

£1,325,000 is expected in the second quarter of 2025 (the "Second Tranche
Investment") and will consist of an £825,000 subscription for new ordinary
shares at a price of 1.45p, and £500,000 to be provided through a second loan
instrument, convertible at 1.45p and with 5% accruing interest.

The third tranche of £750,000 will be invested in the first quarter of 2026
through a subscription for new ordinary shares at a price of 1.53p.

The Subsequent Finance is contingent on the Company entering into a formal
agreement on one or more development projects in Morocco, most likely to be
copper or manganese. The Investor may choose to accelerate the provision of
the Subsequent Finance, depending on the capital requirements of the Company.

If the issue of ordinary shares to the Investor would bring their shareholding
above 29.9% and require them to make a mandatory offer for the Company under
the Takeover Code, the ratio of ordinary shares to convertible loan notes to
be subscribed for would be adjusted to ensure that this does not occur.

Charlie Long, Chief Executive Officer of CMR PLC, commented:

"We are very pleased to have secured this strategic investment which will
allow CMR to deliver an exciting business development story throughout the
remainder of 2025 and beyond. The main challenge for junior mining companies
is securing sufficient finance to fund exploration and development work,
whether on their own assets or as part of an earn-in. CMR is now in the
excellent position of being well-financed, enabling it to focus on creating
value in Morocco and executing on some extremely exciting opportunities".

 

Russell Tucker from the Gilini Investment Team shared their enthusiasm for
investing in CMR and Morocco, stating, "We are thrilled to support CMR as we
see immense untapped potential in Morocco, particularly for copper. Following
thorough due diligence, we have full confidence in CMR's leadership to unlock
this opportunity. At Gilini Holdings, we focus on world-class assets and
building exceptional teams, and we look forward to applying our expertise in
close collaboration with CMR's executive team to maximise success".

 

Existing Convertible Loan Instruments

Further to the announcement in the Company's interims on 30 September 2024,
the Company confirms that of the undrawn £500,000 convertible loan notes from
17 July 2024 (the "2024 CLNs"), £425,000 have not been drawn and will
therefore be cancelled, and effectively be replaced with the First Tranche
CLNs announced today. The Investor's provision of the First Tranche CLNs is
therefore aligned with that of the 2024 CLNs noteholders.

 

The Company also announces that, further to an agreed amendment with
noteholders of the terms, the 2024 CLNs convertible instrument has been
amended to increase the coupon to 15% and extend the redemption date to 31
December 2025.

 

The Company has existing 2024 CLNs including capitalised interest outstanding
of £230,327 with the following terms:

 

·    Redemption Date: 31 December 2025

·    Conversion: any time after the Issue Date but prior to the Maturity
Date on 31 December 2025

·    Conversion Price: 1.1p

·    Interest: 15% coupon

 

 

- ENDS -

 

 

 Critical Mineral Resources PLC           info@cmrplc.com (mailto:info@cmrplc.com)

 Charles Long, Chief Executive Officer
 Novum Securities                         +44 (0) 20 7399 9425

 Jon Belliss

 

Notes to Editors

Critical Mineral Resources (CMR) PLC is an exploration and development company
focused on developing assets that produce critical minerals for the global
economy, including those essential for electrification and the clean energy
revolution. Many of these commodities are widely recognised as being at the
start of a supply and demand supercycle.

CMR is building a diversified portfolio of high-quality metals exploration and
development projects in Morocco, focusing on copper, manganese and potentially
other critical minerals and metals. CMR identified Morocco as an ideal
mining-friendly jurisdiction that meets its acquisition and operational
criteria. The country is perfectly located to supply raw materials to Europe
and possesses excellent prospective geology, good infrastructure and
attractive permitting, tax and royalty conditions. In 2023, the Company
acquired an 80% stake in leading Moroccan exploration and geological services
company Atlantic Research Minerals SARL.

The Company is listed on the London Stock Exchange (CMRS.L). More information
regarding the Company can be found at www.cmrplc.com (http://www.cmrplc.com)

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