REG - Critical Mineral - Interim Results
30/09/2024 13:15
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RNS Number : 2802G Critical Mineral Resources PLC 30 September 2024
30 September 2024
Critical Mineral Resources PLC
('CMR' or the 'Company')
Interim Results
Critical Mineral Resources plc (LON:CMRS), the exploration and development
company focused on critical metals and minerals in Morocco, is pleased to
announce its unaudited interim results for the six months ended 30 June 2024
('H1 2024' or the 'Period').
Highlights in H1 2024
· The Company continued to pursue high quality opportunities in
Morocco, ensuring alignment with its strategic priority for expansion;
· A comprehensive review of corporate costs led to a significant
reduction in pre-tax losses for H1 2024, down to £279,249 from £477,328 in
the same period in 2023, demonstrating the Group's commitment to financial
efficiency. Net cash outflow from operations totalled £212,437 in H1 2024
(2023 H1: £343,382);
· Total funds raised during the period amounted to £253,261 (gross),
which included £100,233 from shares held by the Company; and
· Appointment of Dominic Traynor as the Executive Chairman of the
Company.
Post Period
· On July 17, 2024, the Company secured an exclusive option to acquire
the Igli Project, a potentially high-grade silver and copper project in the
highly prospective Saghro region. Initial prospecting has delivered impressive
results, with grades reaching up to 912 g/t silver and 2.97% copper,
positioning Igli as a key focus for the Company going forward; and
· The Company successfully raised £1,000,000 through the issuance of
convertible loan notes, aimed at bolstering working capital and supporting key
capital expenditures, including the ongoing exploration at Igli. To date,
£500,000 of the proceeds has been drawn down, ensuring strong financial
reserves.
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:
Dominic Traynor
Executive Chairman
30 September 2024
Dominic Traynor, Executive Chairman, commented:
"I am privileged to step into the role of Chairman at such a pivotal time for
Critical Mineral Resources. Our activities in Morocco continue to show
significant promise, underscoring the country's strategic importance as a
growing supplier of metal, minerals and critical materials to Europe, the US
and further afield. Our progress thus far, along with future acquisitions,
convince me that the Company has a very exciting future.
I sincerely thank our shareholders for their continued trust and support.
Together, we are building a solid foundation for long-term growth, and I am
eager to lead CMR through this next phase of development".
Charles Long, Chief Executive, commented:
"The company made solid progress in the first half of 2024 with a strong focus
on identifying good quality development projects in Morocco that could become
mid to large-scale industrial mining operations. Copper remains a priority due
to growing global demand and challenges faced by older mines in places like
Peru and Chile, including deepening reserves and declining ore grades. Despite
this, forecasting commodity prices very often ends in failure, which is why
we assess each project with current market conditions in mind.
Morocco presents a wealth of mining opportunities, many of which align with
both US and EU critical mineral lists. However, we remain open to developing
valuable projects where the metal, for example silver, may not currently be on
those lists. Our primary goal is to create value for both our shareholders and
Moroccan stakeholders".
For further information, please contact:
Critical Mineral Resources PLC 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 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.
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/)
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Six months to 30 June 2024 (unaudited) Six months to 30 June 2023 (unaudited)
Note £ £
Continuing operations:
Administrative expenses 4 (280,002) (439,151)
Finance costs (3,194) (1,189)
Interest income 3,947 -
Operating loss and loss before taxation (279,249) (440,340)
Income tax expense - -
Total loss from continuing operations (279,249) (440,340)
Loss from discontinued operations - (36,988)
Loss for the period (279,249) (477,328)
Total loss attributable to:
Owners of Critical Mineral Resources plc (274,499) (476,320)
Non-controlling interests (4,750) (1,008)
(279,249) (477,328)
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations (565) (13,370)
Items that will not be reclassified subsequently to profit and loss:
Placing of shares previously owned by the Company 9 100,233 -
Other comprehensive profit (loss) for the period 99,668 (13,370)
Total comprehensive loss for the period (179,581) (490,698)
Total comprehensive loss attributable to:
Owners of Critical Mineral Resources plc (175,041) (489,641)
Non-controlling interests (4,540) 1,057
(179,581) (490,698)
Total comprehensive loss attributable to Owners of Critical Mineral Resources
plc:
Continuing operations (175,041) (440,340)
Discontinued operations - (49,301)
(175,041) (489,641)
Earnings per share:
Total basic and diluted loss per share (£) 5 (0.005) (0.009)
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
2024 2023
Note £ £
ASSETS
Non-current assets
Intangible assets 2,331 2,331
Tangible assets 67,512 80,325
Total non-current assets 69,843 82,656
Current assets
Other receivables 6 141,656 143,634
Cash and cash equivalents 43,285 24,785
Total current assets 184,941 168,419
Total assets 254,784 251,075
LIABILITIES
Non-current liabilities
Lease liabilities (44,109) (53,494)
Total non-current liabilities (44,109) (53,494)
Current liabilities
Trade and other payables 7 (311,235) (257,894)
Lease liabilities (23,584) (23,584)
Total current liabilities (334,819) (281,478)
Total liabilities (378,928) (334,972)
Net liabilities (124,144) (83,897)
EQUITY
Share capital 8 734,536 612,113
Share premium 8 5,856,912 5,840,002
Other equity 9 100,233 -
Share-based payment reserve 34,584 34,584
Foreign exchange reserve (719) 56
Retained earnings (6,839,857) (6,565,358)
Capital and reserves attributable to owners of Critical Mineral Resources plc (114,311) (78,603)
Non-controlling interests (9,833) (5,294)
Total equity (124,144) (83,897)
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 30 September 2024 and were signed on its behalf by:
Charlie Long, Director
Condensed Consolidated Statement of Cash Flows
6 month 6 month
period ended period ended
30 June 30 June
2024 2023
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (279,249) (1,391,356)
Adjustments for:
Interest expense 3,194 13
Interest income (3,947) -
Depreciation 12,813 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 (567) (44,034)
Operating cash flows before movements in working capital
(267,756) (287,165)
Decrease/(increase) in trade and other receivables 1,978 (86,043)
Increase in trade and other payables 53,341 29,826
Net cash flow in operating activities (212,437) (343,382)
Cash flow from investing activities
Expenditure on intangible assets - (730,666)
Expenditure on tangible assets - (24,133)
Net cash flow from investing activities - (754,799)
Cash flow from financing activities
Proceeds from issuance of equity securities 253,261 -
Share issue costs (13,695) -
Interest paid (3,194) (13)
Interest received 3,947 -
Finance lease payments (9,382) -
Net cash flow from financing activities 230,937 (13)
Net increase/(decrease) in cash and cash equivalents
18,500 (1,098,194)
Effect of exchange rates on cash - (20,747)
Cash and cash equivalent at beginning of the half year 24,785 2,508,108
Cash and cash equivalent at end of the half year
43,285 1,389,167
The above condensed Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes.
Condensed Consolidated Statement of Changes In Equity
Share Share Share-based payment reserve Retained earnings Foreign exchange reserve Non-controlling interest Total
capital premium Other equity
£ £ £ £ £ £ £ £
Balance as at 30 June 2023
612,113 5,840,002 - 32,680 (7,297,242) 197,896 (32,707) (647,258)
Comprehensive income
Loss for the 6 months - - - - 731,884 - (6,458) 725,426
Exchange differences on translation of foreign operations - - - - (197,840) 107 (197,733)
-
Elimination of FX and NCI on disposal - - - - - - 33,764 33,764
Total comprehensive income for the 6 months - - - 731,884 (197,840) 27,413 561,457
-
Transactions with owners recognised directly in equity
Share-based payments - - 1,904 - - - 20,946
-
Total transactions with owners recognised directly in equity - - 1,904 - - - 1,904
-
Balance as at 31 December 2023 612,113 5,840,002 34,584 (6,565,358) 56 (5,294) (83,897)
-
Comprehensive income
Loss for the 6 months - - - - (274,499) - (4,750) (279,249)
Exchange differences on translation of foreign operations - - - - (775) 211 (564)
-
Total comprehensive income for the 6 months - - - (274,499) (775) (4,539) (279,813)
-
Transactions with owners recognised directly in equity
Issue of shares 122,423 30,606 100,233 - - - - 253,261
Cost of shares issued - (13,696) - - - - - (13,696)
Total transactions with owners recognised directly in equity 16,910 - - 239,566
122,423 - -
100,233
Balance as at 30 June 2024
734,536 5,856,912 100,233 34,584 (6,839,857) (719) (9,833) (124,144)
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 ticker "LSE:CMRS", in the "Equity Shares -
Transition" category. 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 2024 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 2023.
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 2023 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
subsidiary is the Moroccan Dirham 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 30 September 2024.
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 2024. 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 raised
funds of £1,000,000 through the issue of convertible loan notes on 16 July
2024 and 11 September 2024, of which £500,000 has been drawn down to date,
and will be looking to raise further funds as and when needed. It also has the
ability to place the approximately 2.7 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 2023.
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 2023. The nature and amounts of
such estimates have not changed during the interim period.
3. 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:
· Head office, corporate and administrative, including parent company
activities of raising finance and seeking new investment opportunities, all
based in the UK and
· Mineral exploration, all based in Morocco
The geographical information is the same as the operational segmental
information shown below. Prior period information can be seen directly on
the face of the profit or loss account for the Cypriot subsidiaries disposed
of in the prior period.
Period ending 30 June 2024 Corporate and Administrative (UK) Mineral exploration TOTAL
£ (MOROCCO)
£
£
Operating loss from total operations before and after taxation (255,499) (279,249)
(23,750)
Segment total assets - (net of investments in subsidiaries) 254,784
245,570 9,214
Segment liabilities (377,047) (1,881) (378,928)
4. ADMINISTRATIVE EXPENSES
6 months to 30 June 2024 6 months to 30 June 2023
£ £
Wages and salaries 141,239 207,186
Regulatory fees 39,656 21,729
Depreciation 12,813 29,170
Legal and professional fees 61,026 137,134
Other 25,268 43,932
280,002 439,151
5. 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: 6 months to 6 months to
30 June 2024 30 June 2023
Total loss for the period (£) (279,249) (440,340)
Weighted average number of Ordinary* shares* 61,213,012 50,252,945
Total Loss per Ordinary share (£) (0.005) (0.009)
Continuing and discontinued operations:
Total loss for the period (£) (279,249) (477,328)
Weighted average number of Ordinary* shares 61,213,012 50,252,945
Total Loss per Ordinary share (£) (0.005) (0.009)
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 period end of 2,666,666 (2023: 10,685,313)
have been excluded from the weighted average number of Ordinary shares
calculation from the date of gift.
6. OTHER RECEIVABLES
Other receivables at period end includes a balance of £181,524 which is due
from the sale of the Cypriot assets. An ECL provision of £79,256 has been
provided against this receivable.
7. TRADE AND OTHER PAYABLES
30 June 2024 30 June 2023
£ £
Trade creditors 138,590 51,599
Accruals and other payables 167,004 23,933
Taxes and social security 5,641 19,569
Advanced payment - 88,002
311,235 183,103
8. SHARE CAPITAL AND SHARE PREMIUM
Number of shares - Ordinary Share Capital Share Premium Total
£
£
£
As at 30 June 2023 61,211,258 612,113 5,840,002 6,452,115
As at 31 December 2023 61,211,258 612,113 5,840,002 6,452,115
Issue 26 March 2024 12,242,251 122,243 30,606 152,849
Share issue costs - - (13,696) (13,696)
As at 30 June 2024 73,453,509 734,356 5,856,912 6,591,268
9. OTHER EQUITY
Other equity consists of "Treasury Shares" in Critical Mineral Resources Plc
that are held by the Company. 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.
These were gifted back to the Company for nil consideration and were therefore
initially recognised in other equity at nil value. During the period,
8,018,647 of these shares were placed at a price of £0.0125 per ordinary
shares creating an income of £100,233. This amount has been recognised in
other comprehensive income as 'Items that will not be reclassified
subsequently to profit and loss' and in 'other equity'.
The number of shares gifted back to the Company held at period end is
2,666,666 (2023: 10,685,313) Ordinary shares.
10. 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 30 June 2023 4,482,000 5.0p to 30.0p
Expired in the period 4,050,000 12.5p to 30.0p
As at 30 June 2024 432,000 20.0p
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
05/10/2021 Broker warrants B - Cost of Services 432,000 20.0p 0.16
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. 2,000,000 options were cancelled in
the year, resulting in 2,400,000 options being outstanding at year end. None
of these options has vested at period end.
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.
11. SUBSEQUENT EVENTS AND RELATED PARTIES
On 17 July 2024, the Company announced it had signed an exclusive option to
acquire the Igli Project (or 'Igli'), a high grade silver and copper project
in the Anti-Atlas. Concurrently, the Company also announced it had raised
£750,000 (increased to £900,000 on 18 July 2024, and £1,000,000 on 11
September 2024) through the issue of convertible loan notes ('CLNs').
The main terms of the CLNs are as follows:
· Maturity Date: 16 July 2025
· Conversion Price: 1.1p
· Interest: 5% coupon
· Stock warrants: attached to the CLNs and issued on the Issue Date,
with a ratio of one warrant for every two shares representing the principal
amount of the CLNs - 45,454,546 warrants in total with an exercise price of
1.30p and expiry date of 3 years
· Broker warrants: 1,090,909 warrants with an exercise price of 1.1p
and expiry date of 3 years
A significant proportion of this investment came from Prism Group AG, a
Swiss and UAE based private investment office. Dominic Traynor, the
Company's Executive Chairman, is a director of Prism Group AG. As such, the
Prism CLN investment is considered to be a related party transaction. The
independent directors of CMR confirm that having exercised reasonable care,
skill and diligence, the related party transaction is fair and reasonable
insofar as the shareholders of Critical Mineral Resources are concerned and
was entered into on arms' length terms.
£500,000 of the CLN proceeds has been received to date with the Company
expecting to draw down the remainder of the monies before the end of the year.
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