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RNS Number : 0845O Critical Mineral Resources PLC 29 September 2023
29 September 2023
Critical Mineral Resources PLC
('CMR' or the 'Company')
Interim Results
Critical Mineral Resources plc (LON:CMRS), the exploration and development
company focused on clean energy commodities, is pleased to announce its
unaudited interim results for the six months ended 30 June 2023 ('H1 2023' or
the 'Period').
Highlights in H1 2023
· The Company completed its strategic review of the business,
determining that it would continue to take opportunities arising from and
aligned to supporting the European electric vehicle supply chain and its
compliance with increasing global legislation.
· The strategic review included a detailed analysis of appropriate
jurisdictions. Following this, Morocco was identified as a target
jurisdiction. With deposits of copper, manganese, nickel and potentially other
clean technology metals and minerals, Morocco has proven well-mineralised
geology yet is under-explored. Morocco's main trading partner is
the European Union, and its modern infrastructure, proximity to Europe and
political stability make it an excellent country for CMR to operate in.
· Critically a range of international organisations, including major
car manufacturers and battery materials organisations, have recently
identified Morocco as a key hub to serve international markets, highlighting
the value opportunity for locally sourced battery commodities.
· CMR launched its operations into Morocco:
o Acquisition of 80% controlling interest in Atlantic Research Minerals
('ARM') through a cash consideration of US$10,000.
· Following the review of the RIWAQ portfolio, the Company decided not
to pursue the opportunity due to the early-stage nature of the projects and
the size of the portfolio.
· Achieved a reduction in pre-tax losses during H1 2023, reporting a
pre-tax loss of £477,328 (H1 2022: £1,391,356). This marked improvement
includes a reduced loss from discontinued operations, which amounted to
£36,988 (H1 2022: £733,126).
· Operating activities resulted in a net cash outflow of £425,361
during the period. The Company's net cash position improved, increasing to
£248,297.
Post Period
· On 14 September 2023, the Company announced the completion of the
Cyprus Asset Sale. This followed the receipt in September of a third payment
of £169,639 (US$213,750). This completion will result in the removal of
approximately £1.3m of liabilities from the Group balance sheet. The final
payment of US$214,250 plus interest is due on 22 December 2023.
· The Company has made good operational progress:
o The Company has entered into binding heads of terms on the Anzar Project, a
high-grade sedimentary hosted copper-silver project in central Morocco.
o The Ighrem Research permit was secured, a 16km(2) area that contains
high-grade manganese and barite mineralisation.
o ARM's Incubator Portfolio continues to advance opportunities to secure
ground in three separate regions.
· Reflecting its evolved strategy, the Company changed its name from
Caerus Mineral Resources PLC to Critical Mineral Resources PLC, aligning its
brand with its corporate focus, operating strategy and market position.
· Morocco has continued to gain significant recognition from global
organisations as a battery commodity and materials hub with commitments from
China's CNGR Advanced Material to build a cathode materials plant in Morocco
to supply the US and European battery markets as well as South Korea's LG Chem
committing to build a lithium refinery and cathode materials plant in the
country.
Charles Long, Chief Executive Officer of CMR PLC, commented:
"We are delighted with the Company's progress against our targeted strategy of
taking opportunities arising from and aligned to supporting the European
electric vehicle supply chain and its compliance with increasing global
regulation.
Following our targeted analysis of Morocco as a jurisdiction with all the
appropriate resource opportunities and market dynamics, we are pleased with
the progress we have made in acquiring top talent and development
opportunities through Atlantic Research Minerals. We believe the Anzar Project
has the potential to be extremely valuable for CMR shareholders but look
forward to building out our portfolio of development opportunities further. We
are in advanced discussions with a number of parties.
The recognition that Morocco has gained in recent months from large-scale
global stakeholders in the battery materials supply chain clearly validates
our strategy and belief that the country has a significant opportunity to
become a global battery commodities and materials hub".
For further information, please contact:
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
Hudson Sandler (Financial PR) +44 (0) 207 796 4133
Charlie Jack
Notes To Editors
Critical Mineral Resources (CMR) plc is an exploration and development company
focused on developing assets that produce key commodities essential for
renewable energy, battery storage and electrification to support the clean
energy revolution. 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, nickel, manganese,
cobalt, and potentially rare earths. 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, 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.
Since taking over the CMR in 2022, the current management has completed a
comprehensive strategic review and restructuring of the business and
implemented its clear strategy to maximise exploration and resource
development opportunities for the benefit of all stakeholders. 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/)
Chairman's Review of Year to date
Dear Shareholders,
I am pleased to present our Interim Results for 2023. This period has been
marked by significant developments that underline our commitment to
sustainable growth and the supply of essential commodities for the clean
energy revolution.
One of the most noteworthy milestones was our strategic decision to enter
Morocco, a jurisdiction teeming with promise. Through the acquisition of an
80% controlling interest in ARM, we have secured a strong foothold in
Morocco's rich mineral landscape. Since this acquisition, we've made
remarkable progress - secured the Ighrem Research permit, an area with
high-grade manganese and barite mineral deposits; progressed with advancing
the Incubator Portfolio where we are actively working to secure land in three
distinct prospective regions. The Company has also entered into binding heads
of terms on the Anzar Project, a high-grade, sedimentary copper-silver project
in central Morocco.
These developments underscore the geological potential of the regions in which
we are prospecting. They also highlight the robust expertise of our Moroccan
subsidiary, ARM. Our strategic focus remains clear: we are committed to
harnessing the potential of these assets to create sustainable value for our
stakeholders, even as we navigate challenging market conditions.
In the pursuit of opportunities, we conducted a thorough review of the RIWAQ
portfolio. Regrettably, we made the difficult decision not to pursue this
opportunity due to the early stage of the projects and the extensive size of
the portfolio.
As we transition to Critical Mineral Resources PLC, we look forward to an
exciting future characterised by continued growth, exploration, and the
pursuit of opportunities that align with our mission to support the clean
energy sector and drive long-term shareholder value.
Looking ahead, we aim to continue making progress in Morocco through our ARM
portfolio, as well as actively seeking other licences and opportunities in the
country.
Financials
During the period, the Group made a pre-tax loss of £477,328 (six months
ended 30 June 2022: loss of £1,391,356). This includes the loss from
discontinued operation of £36,988 (six months ended 30 June 2022:
£733,126). The net liabilities of the Group increased from £156,560 as of
31 December 2022 to £647,256 as of 30 June 2023.
During the period, the net cash outflow from operating activities was
£425,361, and the net cash position increased by £106,280 to £248,297.
I would like to thank our employees, partners and shareholders for their
continued support of Critical Minerals Resources.
Directors' Responsibility Statement
The Directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the first
six months and their impact on the condensed set of financial statements, and
a description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· Material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report.
The interim report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Chris Lambert
Executive Chairman
29 September 2023
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Six months to 31 June 2023 (unaudited) Six months to 31 June 2022* (unaudited)
Note £ £
Continuing operations:
Administrative expenses 3 (439,151) (658,217)
Finance costs (1,189) (13)
Operating loss and loss before taxation (440,340) (658,230)
Income tax expense - -
Total loss from continuing operations (440,340) (658,230)
Loss from discontinued operations (36,988) (733,126)
Loss for the period (477,328) (1,391,356)
Total loss attributable to:
Owners of Critical Mineral Resources plc (476,320) (1,370,688)
Non-controlling interests (1,008) (20,668)
(477,328) (1,391,356)
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations (13,370) (18,932)
Other comprehensive profit (loss) for the period arising from discontinued (13,370) (18,932)
operations
Total comprehensive loss for the period (490,698) (1,410,288)
Total comprehensive loss attributable to:
Owners of Critical Mineral Resources plc (489,641) (1,389,620)
Non-controlling interests 1,057 (20,668)
(490,698) (1,410,288)
Total comprehensive loss attributable to Owners of Critical Mineral Resources
plc:
Continuing operations (440,340) (656,494)
Discontinued operations (49,301) (733,126)
(489,641) (1,389,620)
Earnings per share:
Total basic and diluted loss per share (£):
Continuing operations 4 (0.009) (0.011)
Continued and discontinued operations 4 (0.009) (0.023)
*Restated to show continued and discontinued operations as comparative
The above condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the accompanying
notes.
Condensed Consolidated Statement of Financial Position
As at As at
30 June 31 December
2023 2022
Note £ £
ASSETS
Non-current assets
Tangible assets 54,732 83,902
Total non-current assets 54,732 83,902
Current assets
Other receivables 53,827 527,237
Cash and cash equivalents 236,089 115,824
289,916 643,061
Assets classified as held for sale 533,532 515,796
Total current assets 832,448 1,158,857
Total assets 878,180 1,242,759
LIABILITIES
Non-current liabilities
Lease liabilities (18,756) (23,717)
Total non-current liabilities (18,756) (23,717)
Current liabilities
Trade and other payables 5 (183,103) (95,826)
Lease liabilities (37,427) (61,718)
(220,530) (157,544)
Liabilities directly associated with assets classified as held for sale (1,286,152) (1,218,058)
Total current liabilities (1,506,682) (1,375,602)
Total liabilities (1,525,438) (1,399,319)
Net liabilities (647,258) (156,560)
EQUITY
Share capital 6 612,113 612,113
Share premium 6 5,840,002 5,840,002
Other equity 7 - -
Share-based payment reserve 32,680 68,706
Foreign exchange reserve 197,896 212,323
Retained earnings (7,297,242) (6,856,948)
Capital and reserves attributable to owners of Critical Mineral Resources plc (614,551) 5,018,542
Non-controlling interests (32,707) (32,756)
Total equity (647,258) (156,560)
The above Condensed Consolidated Financial Statements should be read in
conjunction with the accompanying notes.
The Financial Statements were approved and authorised for issue by the Board
on 29 September 2023 and were signed on its behalf by: Charlie Long, Director
Condensed Consolidated Statement of Changes In Equity
Share Share Share-based payment reserve Retained earnings Foreign exchange reserve Non-controlling interest Total
capital premium
£ £ £ £ £ £ £
Balance as at 30 June 2022 612,113 5,840,002 215,245 (2,883,579) (38,531) (89,715) 3,655,535
Comprehensive income
Loss for the 6 months - - - (4,140,854) - (7,494) (4,148,348)
Exchange differences on translation of foreign operations - - - - 250,854 15,847 266,701
Total comprehensive income for the 6 months - - - (4,140,854) 250,854 8,353 (3,881,647)
Transactions with owners recognised directly in equity
Transactions with NCI - - - - - 48,606 48,606
Share-based payments - - 20,946 - - - 20,946
Cancelled warrants - - (167,485) 167,485 - - -
Total transactions with owners recognised directly in equity - - (146,539) 167,485 - 48,606 69,552
Balance as at 31 December 2022 612,113 5,840,002 68,706 (6,856,948) 212,323 (32,756) (156,560)
Comprehensive income
Loss for the 6 months - - - (476,320) - (1,008) (477,328)
Exchange differences on translation of foreign operations - - - - (14,427) 1,057 (13,370)
Total comprehensive income for the 6 months - - - (476,320) (14,427) 49 (490,698)
Transactions with owners recognised directly in equity
Lapsed warrants - - (36,026) 36,026 - - -
Total transactions with owners recognised directly in equity - 36,026 - -
- (36,026) -
Balance as at 30 June 2022
612,113 5,840,002 32,680 (7,297,242) 197,896 (32,707) (647,258)
Condensed Consolidated Statement of Cash Flows
6 month 6 month
period ended period ended
30 June 30 June
2023 2022
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (477,328) (1,391,356)
Adjustments for:
Interest expense 1,189 13
Depreciation 34,866 11,926
Impairment of financial assets - 352,885
Impairment of assets (net of tax) - 853,989
Write back of contingent consideration - (186,914)
Share-based payment expense - 116,326
Foreign exchange gain on financial assets (22,252) (44,034)
Operating cash flows before movements in working capital
(463,525) (287,165)
Increase in trade and other receivables (31,675) (86,043)
Increase in trade and other payables 69,839 29,826
Net cash used in operating activities (425,361) (343,382)
Cash flow from investing activities
Return of deposit on potential acquisition 500,000 -
Deposit for sale of subsidiaries 5 88,002 -
Expenditure on intangible assets (29,450) (730,666)
Proceeds/(expenditure) on tangible assets 6,000 (24,133)
Net cash flow from investing activities 564,552 (754,799)
Cash flow from financing activities
Interest paid (1,189) (13)
Finance lease payments (31,723) -
Net cash outflow from financing activities (32,912) (13)
Net increase/(decrease) in cash and cash equivalents
106,279 (1,098,194)
Effect of exchange rates on cash 1 (20,747)
Cash and cash equivalent at beginning of the half year
142,017 2,508,108
Cash and cash equivalent at end of the half year
248,297 1,389,167
The above condensed Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes.
Notes to the condensed interim financial statements
1. General information
The principal activity of the Company and its subsidiaries (the Group) is in
mineral exploration and the development of appropriate exploration projects.
The Company's registered office is at Eccleston Yards, 25 Eccleston Place,
London, SW1W 9NF. Its shares are listed on the Main Market of the London
Stock Exchange under the Standard Segment of the Official List under the
ticker "LSE:CMRS". On 17 August 2023 the Company changed its name
from Caerus Mineral Resources PLC to Critical Mineral Resources PLC.
2. BASIS of PREPARATION
These condensed interim financial statements are for the six months ended 30
June 2023 and have been prepared in accordance with the accounting policies
adopted in the Group's most recent annual financial statements for the year
ended 31 December 2022.
The Group have chosen to adopt IAS 34 "Interim Financial Reporting" in
preparing this interim financial information. They do not include all the
information required in annual financial statements, and they should be read
in conjunction with the consolidated financial statements for the year ended
31 December 2022 and any public announcements made by Critical Mineral
Resources Plc ("CMR") during the interim reporting period.
The business is not considered to be seasonal in nature.
The functional currency for each entity in the Group is determined as the
currency of the primary economic environment in which it operates. The
functional currency of the parent company CMR is Pounds Sterling (£) as this
is the currency that finance is raised in. The functional currency of its
subsidiaries is the Euro as this is the currency that mainly influences
labour, material and other costs of providing services. The Group has chosen
to present its consolidated financial statements in Pounds Sterling (£), as
the Directors believe it is a more convenient presentational currency for
users of the consolidated financial statements. Foreign operations are
included in accordance with the policies set out in the Annual Report and
Accounts.
The condensed interim financial statements have been approved for issue by the
Board of Directors on 29 September 2023.
New standards, amendments and interpretations adopted by the Group.
During the current period the Group adopted all the new and revised standards,
amendments and interpretations that are relevant to its operations and are
effective for accounting periods beginning on 1 January 2023. This adoption
did not have a material effect on the accounting policies of the Group.
New standards, amendments and interpretations not yet adopted by the Group.
The standards and interpretations that are relevant to the Group, issued, but
not yet effective, up to the date of these interim Financial Statements have
been evaluated by the Directors and they do not consider that there will be a
material impact of transition on the financial statements.
Going concern
The condensed interim financial statements have been prepared on the
assumption that the Group will continue as a going concern. Under the going
concern assumption, an entity is ordinarily viewed as continuing in business
for the foreseeable future with neither the intention nor the necessity of
liquidation, ceasing trading or seeking protection from creditors pursuant to
laws or regulations. In assessing whether the going concern assumption is
appropriate, the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of
approval of the condensed interim financial statements.
The Group's assets are not currently generating revenues, an operating loss
has been reported and an operating loss is expected in the 12 months
subsequent to the date of these financial statements. The Company will be
looking to raise further funds/has the ability to place the approximately 10.7
million Ordinary Shares held by itself, to raise the additional finance
required to fund the building of its exploration portfolio.
The Board, whilst acknowledging this material uncertainty, remains confident
of raising finance and therefore have concluded that there is a reasonable
expectation that the Company has access to adequate resources to continue in
operational existence for the foreseeable future. In the event of lack of
funds, the Directors would implement temporary reductions in salaries. For
this reason, the Directors have adopted the going concern basis in preparing
the condensed interim financial statements.
Risks and uncertainties
The Directors continuously assess and monitor the key risks of the business.
The key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's most recent annual financial statements for the year
ended 31 December 2022.
Critical accounting estimates
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in Group's most recent annual financial
statements for the year ended 31 December 2022. The nature and amounts of
such estimates have not changed during the interim period.
Segmental reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The Directors are of the opinion that the
business of the Group focused on two reportable segments as follows:
· (All continued operations) - Head office, corporate and administrative,
including parent company activities of raising finance and seeking new
investment opportunities, all based in the UK and
· (All discontinued operations) - Mineral exploration, all based in
Cyprus (all discontinued operations and disclosed in this note as the CODM
have continued to review the results of this segment for the year).
The separation of these segments are clearly shown on the face of the
consolidated profit and loss account and the consolidated balance sheet and as
such, are not reported separately here.
3. ADMINISTRATIVE EXPENSES
6 months to 30 June 2023 6 months to 30 June 2022*
£ £
Wages and salaries 207,186 124,655
Regulatory fees 21,729 22,449
Share-based payments - 116,327
Estimated credit loss - 352,886
Depreciation 29,170 -
Foreign exchange - (44,006)
Legal and Professional fees 137,134 58,181
Other 43,932 27,725
439,151 658,217
*Restated to only show continuing operations
4. EARNINGS PER SHARE
The calculation for earnings per Ordinary Share (basic and diluted) is based
on the consolidated loss attributable to the equity shareholders of the
Company is as follows:
Continuing operations: Period ended Period ended
30 June 2023 30 June 2022*
Total loss for the period (£) (440,340) (658,230)
Weighted average number of Ordinary shares** 50,252,945 61,211,258
Total Loss per Ordinary share (£) (0.009) (0.011)
Continuing and discontinued operations:
Total loss for the period (£) (477,328) (1,391,356)
Weighted average number of Ordinary shares 50,252,945 61,211,258
Total Loss per Ordinary share (£) (0.009) (0.023)
*Restated to show continued and discontinued operations as comparative
Earnings and diluted earnings per Ordinary share are calculated using the
weighted average number of Ordinary shares in issue during the period. There
were no dilutive potential Ordinary shares outstanding during the period.
**Shares held by the Company at year end of 10,685,313 have been excluded from
the weighted average number of Ordinary shares calculation from the date of
gift.
5. TRADE AND OTHER PAYABLES
30 June 2023 31 December 2022
£ £
Trade creditors 51,599 21,310
Accruals and other payables 23,933 60,800
Taxes and social security 19,569 13,716
Advanced payment 88,002 -
183,103 95,826
The advanced payment relates to the Cyprus Asset Sale and the first payment
made on 17 February 2023 of US$100,000 (£88,002).
6. SHARE CAPITAL AND SHARE PREMIUM
Number of shares - Ordinary Share Capital Share Premium Total
£
£
£
As at 31 December 2022 61,211,258 612,113 5,840,002 6,452,115
As at 30 June 2023 61,211,258 612,113 5,840,002 6,452,115
Included in the share premium balance is the cost of shares issued to date of
£314,550 (30 June 2022 and 31 December 2022 £314,550).
7. OTHER EQUITY
Other equity consists of "Treasury Shares" in Critical Mineral Resources Plc
that are held by the Company. These were gifted back to the Company for nil
consideration and are therefore recognised in other equity at nil value.
These have accounted for as Treasury shares, though they are not legally
considered to be Treasury Shares as they were not "purchased" by the Company.
The number of shares gifted back to the Company amounts to 10,685,313 Ordinary
shares and if recognised at fair value, at the listed price on day of
transfer, would be stated at a fair value of £620,745.
8. WARRANTS and OPTIONS
The following table sets out the movement of warrants during the period, no
warrants were exercised during either period:
Number of warrants Exercise price (pence)
As at 31 December 2022 8,283,174 5.0p to 30.0p
Expired in the year 3,801,174 12.5p to 17.0p
As at 30 June 2023 4,482,000 5.0p to 30.0p
The Group has issued the following warrants, which are still in force at the
balance sheet date.
Date of Issue Reason for issue No. of warrants Exercise price pence per share Life in years
25/01/2018 Founder warrants - dated from Admission 300,000 5.0p 0.7
05/10/2021 Placing warrants - Share Issue 3,750,000 30.0p 0.3
05/10/2021 Broker warrants B - Cost of Services 432,000 20.0p 1.3
4,482,000
SHARE OPTIONS
On 25 November 2022, the Company granted options over a total of 4,400,000
Ordinary shares of 1 pence each in the capital of the Company with an exercise
price of 7.5 pence per Ordinary share.
The Options will vest in three instalments and will have an exercise period of
five years. The first tranche will vest when the closing mid-market share
price reaches 7.5 pence or above for three consecutive trading days. The
second tranche will vest when the share price reaches 12.5 pence. The third
tranche will vest when the share price reaches 17.5 pence.
9. SUBSEQUENT EVENTS
On 3 July 2023, the Company acquired an 80% holding in Atlantic Research
Minerals, a local exploration company registered in Morocco, for cash
consideration of US$10,000.
On 17 August 2023 the Company changed its name from Caerus Mineral Resources
PLC to Critical Mineral Resources PLC.
On 14 September 2023, following receipt of the third payment of
£169,639 (US$213,750), the Company announced the completion of the Cyprus
Asset Sale to PM Ploutonic Metals Ltd ('Ploutonic') and Indo-European
Mining PR Ltd ('Indo'). The final payment of US$214,250 plus interest is
due on 22 December 2023. The interest is calculated at 8% on any outstanding
amounts from 12 May to Completion (13 September) and from Completion to the
Final Payment Date.
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