REG-Critical Mineral Resources Plc: Annual Financial Report
30/04/2026 17:15
30 April 2026
Critical Mineral Resources PLC
(‘CMR’ or the ‘Company’)
Annual Results
Critical Mineral Resources PLC (‘CMR’, ‘CMRS’ or the ‘Company’),
the exploration and development company focused on critical metals and
minerals in Morocco is pleased to announce its audited results for the year
ended 31 December 2025.
The Report and Accounts for the year ended 31 December 2025, are now available
on the Company’s website at www.cmrplc.com
, a copy will also shortly be made available on
the FCA’s National Storage Mechanism (“NSM”) in electronic format, as
required under DTR obligations.
Critical Mineral Resources PLC Charles Long, Chief Executive Officer info@cmrplc.com
Shard Capital LLP Erik Woolgar Damon Heath +44 (0) 207 186 9952
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
Chief Executive Officer’s Report
During 2025 CMR established itself as a developer of a high-quality
sedimentary copper silver project. To get to this point we required
significant funding both to sustain the Company at the listed entity level and
to invest in our Moroccan operations. I would like to thank the two supportive
long-term investors who provided financing in 2024 and the new significant
shareholder who joined the team in Q1 2025.
The first half of 2025 was dominated by this new investor’s three-month due
diligence process on us, its technical assessment of Agadir Melloul, and
drafting of the joint venture agreement (“JV”), which was entered into
with our Moroccan partner, Coppernicus Mining Company SARL (“JV partner”).
It is under this which the Agadir Melloul project is held by a
jointly-controlled vehicle, Agamel Minerals SARL. We also acquired a number of
strategically important adjacent permits which are now part of the project.
Securing Agadir Melloul and the neighbouring permits was a prolonged and
confidential process. As a listed company, we are required to balance timely
market disclosure with the need to execute transactions confidentially and in
the best interests of shareholders. However, our focus remains on building
long term shareholder value through our multi-year strategy. Morocco is a very
competitive environment for high quality exploration and development assets,
and building a land package requires time to negotiate with multiple potential
vendors on various timelines.
Throughout H1 2025, we were concerned that competitors could look to build a
presence in the Agadir Melloul district. Fortunately, by the time we signed
and announced the formal agreement, we had secured the highly prospective
ground we were targeting. In addition to the JV partner’s three permits,
three further permits were acquired during the period, and a further two
permits were secured through exclusivity arrangements which will be exercised
and announced during 2026.
With the JV signed, we started drilling as soon as possible. Our rig took
longer than expected to arrive so we procured a reputable drilling contractor
that could mobilise a diamond rig and team quickly. This contractor rig
started turning in September, and for Noureddine Sabraoui and the JV partner,
H2 was dominated by managing the drilling programme and implementing processes
to ensure the data we collect is compliant, well organised and clearly
presented. Improving our processes around data collection, management and
processing is an ongoing priority with input and refinements from our JORC
competent person.
Sedimentary copper is a hot space in the global copper sector now, albeit one
which is largely underrated by UK based public equity investors, where
institutions remain cautious. Agadir Melloul is expected to become an
important project for Morocco, and a potentially significant exploration
project within the sediment hosted copper sector. We believe that our permits
have the potential to host economically viable mineralisation. During 2026 we
plan to advance this as we initiate the planned development process, including
drilling, metallurgical testing, geotechnical studies, environmental impact
assessment, mine planning and scheduling designed to get us closer to
construction ready. To this end, I’d like to highlight the recently
appointed chairman Géraud Moussarie who is already providing value through
his guidance, knowledge and network. In addition, support from experienced
South Africa stakeholders, brings further international excellence to our
solid national team.
Mineral exploration and business development in a new frontier such as Morocco
does not necessarily end with one high quality, company-making project. Some
of the best mineral discoveries in this industry are serendipitous, and our
job is to make sure CMR stays well positioned to identify and act on new
opportunities. We continue to evaluate additional tangible opportunities that
could be material to the Company on the horizon, consistent with our
aspirations of building a mid-sized Moroccan focused mining business. If the
Board does choose to add to the portfolio, it will only do so selectively, if
it can minimise dilution and where the opportunities are material. We believe
that growth through diversification must be value accretive and beneficial to
the Company and all shareholders. Well-judged and executed portfolio
diversification should maintain equity value appreciation as we go through the
mine building process at Agadir Melloul.
I am delighted to be part of a Board that is working hard to build a sizeable,
profitable, diversified and exciting business over the next few years, with
Agadir Melloul at its heart. I am hopeful that Agadir Melloul can firmly
position CMR as a local copper producer, and support long term equity value.
Yet, as one of the early movers into Moroccan base metals exploration and
development, I am excited about the multiple other options this provides.
Charles Long
CEO
30 April 2026
Strategic and Corporate Governance Report
The Directors present their Strategic Report and Corporate Governance Report
of Critical Mineral Resources plc for the year ended 31 December 2025.
Principal Activity
The principal activity of the Group is investing in mineral exploration and
development projects, alongside identifying and pursuing acquisition targets
and mineral trading opportunities within the sector.
Review of Business and Operations
A review of the Group’s Business and Operations is as detailed in the
CEO’s Report on pages 4 and 5.
Financial Review and Key Performance Indicators (“KPI”)
Loss for the year
The Group recorded a pre-tax loss of £2,258,457 for the year, compared to a
pre-tax loss of £822,417 in 2024. The increase in the
reported pre-tax loss compared with 2024 is largely attributable to non-cash
accounting charges arising on the convertible loan notes (CLNs) issued during
the year. In total, £1,311,830 was charged to profit or loss in respect of
the CLNs, comprising a day-one loss of £588,825 on initial recognition of the
Third Tranche, finance costs of £137,989 representing the unwind of the
discount on the host debt, and a fair value loss of £585,016 on the embedded
conversion options.
These charges are required by IFRS 9, which obliges the Company to separately
recognise the conversion features within certain CLNs as embedded derivatives
measured at fair value through profit or loss. They are non-cash items and do
not represent any additional liability requiring settlement in cash; the
Company's only contractual cash obligations under the CLNs remain the
principal amount and contractual interest. Excluding these accounting charges,
the underlying pre-tax loss for the year would have been approximately
£946,627 (2024: £822,417), broadly in line with the prior year.
The Company's loss for the period was £2,194,743 (2024: £855,675). Excluding
the accounting charges noted above, the Company loss for the year would have
been approximately £882,913 (2024: £855,675), again broadly in line with the
prior year.
Cashflow and financing
During the year, net cash outflow from operating activities was £865,230
(2024: £749,467). Cash flow forecasts are reported to the Board monthly to
ensure alignment with the budget, while long-term forecasts help ensure the
business strategy remains adequately funded.
In June 2025, the Company received £825,000 from their strategic investor
Gilini Holdings Limited through a placement of new
ordinary shares priced at £0.0145.
Additionally, a further £1.7m was raised through the issuance of Convertible
Loan Notes (CLNs) during the year (see note 16).
Post year end, in February 2026, the Company raised approximately £2.7m
through a placement of new ordinary shares and the exercise of warrants.
Balance Sheet
In 2025, non-current assets increased from £57,030 to £1,992,587 due to the
increased expenditure on joint venture with Agamel, focused on the purchase of
a drill rig, several licence permit acquisitions and exploration costs.
Current assets reduced to £156,783 (2024: £187,606), primarily due to the
transfer of exclusivity payments connected with the Joint Venture into
non-current assets.
Total liabilities increased to £3,166,040 (2024: £519,107), largely driven
by the issuance and valuation of the CLNs which were issued during the year.
Excluding the embedded derivative liability, total liabilities would have been
£1,212,635 (2024: £519,107).
The only financial Key Performance Indicators “KPIs” for the Group used in
the year are as follows.
2025 2024
Cash and cash equivalents £88,929 £70,073
Administrative expenses £928,298 £792,656
Capitalised spend on joint venture projects £1,965,304 -
Cash has been used to fund the Group’s operations and facilitate its
acquisition of various target exploration permits.
Monitoring administrative expenses is a KPI as it reflects the Group’s
commitment to good cost control and responsible
management of shareholders’ funds. Capitalised spend on joint venture
projects is measured as it shows progress in these activities.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Year ended 31 December 2025 Year ended 31 December 2024
Notes £ £
Continuing operations:
Administrative expenses 6 (928,298) (792,656)
Operating loss (928,298) (792,656)
Interest income 13,938 8,442
Finance costs 7 (1,339,976) (38,203)
Share of net loss of investments accounted for using the equity method 14 (4,121) -
Loss before taxation (2,258,457) (822,417)
Income tax expense 9 - -
Loss after taxation (2,258,457) (822,417)
Total loss from continuing operations (2,258,457) (822,417)
Loss from discontinued and disposed operations - (106,263)
Loss for the year (2,258,457) (928,680)
Total loss is attributable to:
Owners of Critical Mineral Resources plc (2,246,538) (914,079 )
Non-controlling interests (11,919) (14,601)
(2,258,457) (928,680)
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of continuing operations 20 11,430 (5,690)
Total comprehensive loss for the year (2,247,027) (934,370)
Total comprehensive loss is attributable to:
Owners of Critical Mineral Resources plc (2,235,514) (920,493)
Non-controlling interests (11,513) (13,877)
(2,247,027) (934,370)
Total comprehensive loss attributable to Owners of Critical Mineral Resources plc:
Continuing operations (2,235,514) (814,230)
Discontinued operations - (106,263)
(2,235,514) (920,493)
Earnings per share:
Total basic and diluted loss per share (£):
Continuing operations 10 (0.014) (0.012)
Continuing and discontinued operations 10 (0.014) (0.013)
The accounting policies and notes on pages 42 to 68 form part of these
consolidated financial statements.
Consolidated Statement of Financial Position
Company number: 11043077
As at 31 December As at 31 December
2025 2024
ASSETS Notes £ £
Non-current assets
Intangible fixed assets 11 2,331 2,331
Tangible fixed assets 12 29,073 54,699
Equity accounted investees 14 1,961,183 -
Total non-current assets 1,992,587 57,030
Current assets
Other receivables 15 67,854 117,533
Cash and cash equivalents 88,929 70,073
Total current assets 156,783 187,606
Total assets 2,149,370 244,636
LIABILITIES
Non-current liabilities
Convertible loan notes 16 (495,370) -
Derivative financial liabilities 16 (1,953,403) -
Lease liabilities 17 (21,589) (34,980)
Total non-current liabilities (2,470,362) (34,980)
Current liabilities
Trade and other payables 16 (209,890) (244,983)
Convertible loan notes 16 (466,378) (215,560)
Lease liabilities 16 (19,410) (23,584)
Total current liabilities (695,678) (484,127)
Total liabilities (3,166,040) (519,107)
Net liabilities (1,016,670) (274,471)
EQUITY
Share capital 18 1,922,881 1,149,318
Share premium 18 6,189,575 5,913,081
Paid in share capital 18 296,765 -
Other equity 20 263,721 117,141
Share-based payments reserve 20 50,648 39,222
Foreign exchange reserve 20 4,666 (6,358)
Retained earnings (9,714,242) (7,467,704)
Capital and reserves attributable to owners of Critical Mineral Resources plc (985,986) (255,300)
Non-controlling interests (30,684) (19,171)
Total equity (1,016,670) (274,471)
The accounting policies and notes on pages 42 to 68 form part of these
consolidated financial statements.
The Financial Statements were approved and authorised for issue by the Board
on 30 April 2026 and were signed on its behalf by:
Charlie Long, Director
Consolidated Statement of Changes in Equity
Share capital Share premium Paid in share capital Other equity Share-based payment reserve Retained earnings Foreign exchange reserve Non-controlling interests Total
£ £ £ £ £ £ £ £ £
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 year - - - - - (914,079) - (14,601) (928,680)
Exchange differences on translation of foreign operations - - - - - (6,414) 724 (5,690)
Total comprehensive income for the year - - - - - (914,079) (6,414) (13,877) (934,370)
Transactions with owners in their capacity as owners
Issue of shares 537,205 86,775 - - - - - - 623,980
Gifted shares issued - - - 117,141 - - - - 117,141
Cost of shares issued - (13,696) - - - - - - (13,696)
Warrant charge - - - - 4,945 - - - 4,945
Share-based payments - - - - 11,426 - - - 11,426
Lapsed warrants - - - - (11,733) 11,733 - - -
Total transactions with owners recognised directly in equity 537,205 73,079 - 117,141 4,638 11,733 - - 743,796
Balance as at 31 December 2024 1,149,318 5,913,081 - 117,141 39,222 (7,467,704) (6,358) (19,171) (274,471)
Comprehensive income
Loss for the year - - - - - (2,246,538) - (11,919) (2,258,457)
Exchange differences on translation of foreign operations - - - - - - 11,024 406 11,430
Total comprehensive income for the year - - - - - (2,246,538) 11,024 (11,513) (2,247,027)
Transactions with owners in their capacity as owners
Issue of shares 773,563 276,494 - - - - - - 1,050,057
Gifted shares issued - - - 12,426 - - - - 12,426
Shares paid and not issued - - 296,765 - - - - - 296,765
Share-based payments - - - - 11,426 - - - 11,426
Equity components of CLNs - - - 134,154 - - - - 134,154
Total transactions with owners recognised directly in equity 773,563 276,494 296,765 146,580 11,426 - - - 1,504,828
Balance as at 31 December 2025 1,922,881 6,189,575 296,765 263,721 50,648 (9,714,242) 4,666 (30,684) (1,016,670)
Consolidated Statement of Cash Flows
Year ended 31 December 2025 Year ended 31 December 2024
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (2,258,457) (928,680)
Adjustments for:
Finance costs 7 1,339,976 38,203
Interest income (13,938) (8,442)
Foreign exchange movements 11,429 (1,225)
Share of joint venture losses 14 4,121 -
Share-based payments 21 11,426 111,861
ECL provision - 106,263
Depreciation 12 25,626 25,626
Operating cash flows before movements in working capital (879,817) (656,394)
Decrease/(increase) in trade and other receivables 49,679 (80,162)
Decrease in trade and other payables (35,092) (12,911)
Net cash used in operating activities (865,230) (749,467)
Cash flow from investing activities
Payments for investments in joint ventures 14 (1,965,304) -
Net cash outflow from investing activities (1,965,304) -
Cash flow from financing activities
Proceeds from issue of shares 18 825,000 153,029
Proceeds from shares still to be issued 21 296,765 -
Proceeds from issue of gifted shares 19 - 100,233
Cost of share issue 18 - (13,696)
Finance lease payments 17 (17,565) (18,514)
Interest paid 17 (6,222) (5,268)
Interest and income received 13,938 3,971
Proceeds from CLNs 16 1,737,474 575,000
Net cash inflow from financing activities 2,849,390 794,755
Net increase in cash and cash equivalents 18,856 45,288
Cash and cash equivalent at beginning of period 70,073 24,785
Cash and cash equivalent at end of period 88,929 70,073
Significant non-cash transactions
The only significant non-cash transactions in either year are set out in note
18 and 19.
The accounting policies and notes on pages 42 to 68 form part of these
financial statements.
Notes to the Consolidated Financial Statements
1. General information
Critical Mineral Resources plc (the “Company”) is incorporated and
domiciled in England and Wales with Registered Number 11043077 under the
Companies Act 2006. The Company was incorporated on 1 November 2017 under the
name Leopard Mineral Investments Limited as a private limited company and
subsequently re-registered as a public limited company on 9 January 2018; and
changed its name to Caerus Mineral Resources plc on 18 September 2018 and then
Critical Mineral Resources Plc on 17 August 2023.
The principal activity of the Group is investing in mineral exploration and
development projects, alongside identifying and pursuing acquisition targets
and mineral trading opportunities within the sector.
The Company’s registered office is at Eccleston Yards, 25 Eccleston Place,
London, SW1W 9NF.
1. Material Accounting Policies
Summary of material accounting policies
The principal accounting policies applied in the preparation of the
consolidated financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance
with UK-adopted international accounting standards and requirements of the
Companies Act 2006. The Financial Statements have also been prepared
under the historical cost convention, except for the
embedded derivative liabilities arising on the Group's convertible loan notes,
which are measured at fair value through profit or loss.
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 Moroccan subsidiaries 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 below.
The preparation of financial statements in accordance with UK-adopted
International accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial information are disclosed in Note
4.
Going concern
The financial statements have been prepared under the going concern
assumption. Under the going concern assumption, an entity is ordinarily viewed
as continuing in business for at least the 12 month period from the date of
Board approval of the financial statements, with neither the intention
nor the necessity of liquidation, ceasing trading or seeking
protection from creditors pursuant to laws or regulations.
The Group is not currently generating revenues and therefore an operating
loss has been reported and is expected in the 12 months subsequent to the date
of these financial statements.
During the year the Company received substantial funds through the issue of
equity and the issue of convertible loan notes. It received additional funds
in 2026, through the issue of equity and the conversion of warrants.
The Group is reliant on the continuation of such funding and will need to
secure further financing in the 12-month period following the approval of the
financial statements, in order to fund working capital requirements and any
other project investment. Therefore, this indicates that a material
uncertainty exists that may cast significant doubt on the Group’s and parent
Company’s ability to continue as a going concern.
The Group and Company has included these funds in its cash flow projections
for the twelve month period from the date of this report, and based on this
review, and after considering reasonably possible operational downside
sensitivities and uncertainties, the Board, whilst acknowledging this material
uncertainty, which the auditors make reference to in their audit report,
remains confident that this subsequent financing will be
received and therefore have concluded there is a reasonable expectation that
the Group has access to adequate resources to continue in operational
existence for the foreseeable future. For this reason, the Directors have
adopted the going concern basis in preparing the financial statements.
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