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REG-Critical Mineral Resources Plc: HALF YEAR REPORT

 

30 September 2025

Critical Mineral Resources PLC

('CMR' or the 'Company')

Interim Results

 

Critical Mineral Resources plc (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 2025 ('H1 2025' or
the 'Period').

Highlights in H1 2025
* On 23rd May 2025 the Company signed a formal joint venture agremment for the
Agadir Melloul copper project in the Western Anti Atlas.
* During the period, £1.1 million was advanced to Agamel Minerals SARL to
fund drilling, exploration, technical work and permit acquisitions in Morocco.
* During the period the Company received total funds of £2.2m (£825,000 in
equity and £1.4m in proceeds from Convertible Loan Notes).
* Russell Tucker was appointed to the Board as a non-Executive Director on the
23rd May 2025.
 

Charles Long, Chief Executive Officer, commented:

“H1 2025 was very significant for CMR and its shareholders. We signed the
formal joint venture agreement for Agadir Melloul and secured cornerstone
finance. This finance, provided by our largest shareholder, followed nearly 3
months of technical and corporate due diligence, including a site visit by an
independent mining consultant whose very positive technical report formed the
basis of the investment decision. I think it is fair to say that these
achievements, for a small company in a challenging market, are worth
celebrating, and will come to define CMR’s future. We are now drilling and
first assay results will be published soon, most likely during October 2025.
On this front, we have to balance strong demand for newsflow from the market,
with what is best for our longer term strategy and shareholders. This is the
approach we have taken thus far and I believe it has been successful. I will
say, however, that drilling is going extrememly well, both in terms of metres
achieved and the visible mineralisation in the core. There is palpable
excitement on the ground and I am very confident that, when the time is right,
we will be announcing some very interesting drill results.”

 

For further information, please contact:

 

 Critical Mineral Resources PLC Charles Long, Chief Executive Officer  info@cmrplc.com       
 Novum Securities Jon Belliss                                          +44 (0) 20 7399 9425  

 

Notes To Editors

Critical Mineral Resources (CMR) PLC is focused on developing a
sediment-hosted copper and silver project in Morocco. The macro strategy is
to produce critical minerals for the global economy, including those essential
for electrification and the clean energy revolution. Many of these
commodities, including copper, are widely recognised as being at the start of
a supply and demand supercycle.

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, CMR acquired an 80% stake in leading Moroccan exploration and geological
services company Atlantic Research Minerals SARL. In 2025, CMR signed a
definitive joint venture agreement to earn-in to 60% of the Agadir Melloul
sediment hosted copper and silver project.

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




CONDENSED INCOME STATEMENT

Six months ended 30 June 2025 

                                                                        Six months to 30 June 2025 (unaudited)  Six months to 30 June 2024 (unaudited)  
                                                                  Note  £                                       £                                       
 Continuing operations:                                                                                                                                 
 Administrative expenses                                          4     (390,951)                               (280,002)                               
 Finance costs                                                          (54,934)                                (3,194)                                 
 Interest income                                                        -                                       3,947                                   
 Operating loss and loss before taxation                                (445,525)                               (279,249)                               
                                                                                                                                                        
 Income tax expense                                                     -                                       -                                       
 Loss for the period                                                    (445,525)                               (279,249)                               
                                                                                                                                                        
 Total loss attributable to:                                                                                                                            
 Owners of Critical Mineral Resources plc                               (439,040)                               (274,499)                               
 Non-controlling interests                                              (6,485)                                 (4,750)                                 
                                                                        (445,525)                               (279,249)                               
 Other comprehensive income:                                                                                                                            
 Items that may be reclassified subsequently to profit and loss:                                                                                        
 Exchange differences on translation of foreign operations              1,496                                   (565)                                   
 Other comprehensive profit/(loss) for the period                       1,496                                   (565)                                   
 Total comprehensive loss for the period                                (444,029)                               (279,814)                               
                                                                                                                                                        
 Total comprehensive loss attributable to:                                                                                                              
 Owners of Critical Mineral Resources plc                               (436,559)                               (175,041)                               
 Non-controlling interests                                              (7,430)                                 (4,540)                                 
                                                                        (444,029)                               (279,814)                               
 Earnings per share:                                                                                                                                    
 Total basic and diluted loss per share (£)                       5     (0.003)                                 (0.005)                                 
                                                                                                                                                        

 

The above condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the accompanying
notes.



CONDENSED BALANCE SHEET

Six months ended 30 June 2025 

                                                                                      As at 30 June  As at 31 Dec  
                                                                                      2025           2024          
                                                                                Note  £              £             
 ASSETS                                                                                                            
 Non-current assets                                                                                                
 Intangible assets                                                                    2,331          2,331         
 Tangible assets                                                                      41,886         54,699        
 Investment in Associates and Joint Ventures                                    6     1,123,138      -             
 Total non-current assets                                                             1,167,355      57,030        
                                                                                                                   
 Current assets                                                                                                    
 Other receivables                                                                    98,207         117,533       
 Cash and cash equivalents                                                            671,471        70,073        
 Total current assets                                                                 769,678        187,606       
                                                                                                                   
 Total assets                                                                         1,937,033      244,636       
                                                                                                                   
 LIABILITIES                                                                                                       
 Non-current liabilities                                                                                           
 Lease liabilities                                                                    (26,117)       (34,980)      
 Total non-current liabilities                                                        (26,117)       (34,980)      
                                                                                                                   
 Current liabilities                                                                                               
 Trade and other payables                                                       7     (125,895)      (244,983)     
 Convertible loan notes                                                         10    (1,417,058)    (215,560)     
 Lease liabilities                                                                    (23,584)       (23,584)      
 Total current liabilities                                                            (1,566,537)    (484,127)     
                                                                                                                   
 Total liabilities                                                                    (1,592,654)    (519,107)     
                                                                                                                   
 Net assets/(liabilities)                                                             344,379        (274,471)     
                                                                                                                   
 EQUITY                                                                                                            
 Share capital                                                                  8     1,922,881      1,149,318     
 Share premium                                                                  8     6,189,972      5,913,081     
 Other equity                                                                   9     129,566        117,141       
 Share-based payment reserve                                                          39,222         39,222        
 Foreign exchange reserve                                                             (3,917)        (6,358)       
 Retained earnings                                                                    (7,906,744)    (7,467,704)   
 Capital and reserves attributable to owners of Critical Mineral Resources plc        370,980        (255,300)     
                                                                                                                   
 Non-controlling interests                                                            (26,601)       (19,171)      
 Total equity                                                                         344,379        (274,471)     

 

The above Condensed Consolidated Financial Statements should be read in
conjunction with the accompanying notes.

 

 


CONDENSED CASHFLOW STATEMENT

Six months ended 30 June 2025 

 

                                                                      6 month period ended  30 June 2025  6 month period ended  30 June 2024  
                                                               Notes  £                                   £                                   
                                                                                                                                              
 Cash flow from operating activities                                                                                                          
 Loss for the period before taxation                                  (445,525)                           (279,249)                           
 Adjustments for:                                                                                                                             
 Interest expense                                                     54,934                              3,194                               
 Interest income                                                      -                                   (3,947)                             
 Depreciation                                                         12,813                              12,813                              
 Foreign exchange movements                                           1,497                               (567)                               
 Operating cash flows before movements in working capital             (376,281)                           (267,756)                           
 Decrease in trade and other receivables                              19,324                              1,978                               
 (Decrease)/Increase in trade and other payables                      (119,087)                           53,341                              
 Net cash flow in operating activities                                (476,044)                           (212,437)                           
                                                                                                                                              
 Cash flow from investing activities                                                                                                          
 Advances to associates and joint ventures                            (1,123,138)                         -                                   
 Net cash flow from investing activities                              (1,123,138)                         -                                   
                                                                                                                                              
 Cash flow from financing activities                                                                                                          
 Proceeds from issuance of equity securities                          825,000                             253,261                             
 Share issue costs                                                    -                                   (13,695)                            
 Interest paid                                                        (3,031)                             (3,194)                             
 Interest received                                                    -                                   3,947                               
 Finance lease payments                                               (8,863)                             (9,382)                             
 Proceeds from CLN                                                    1,387,474                           -                                   
 Net cash flow from financing activities                              2,200,580                           230,937                             
                                                                                                                                              
 Net increase in cash and cash equivalents                            601,398                             18,500                              
                                                                                                                                              
 Cash and cash equivalent at beginning of the half year               70,073                              24,785                              
 Cash and cash equivalent at end of the half year                     671,471                             43,285                              

 

The above condensed Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes.





CONDENSED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 June 2025 

 

                                                               Share capital  Share premium  Other equity  Share-based payment reserve  Retained earnings  Foreign exchange reserve  Non-controll’g interest    Total      
                                                               £              £              £             £                            £                  £                         £                          £          
 Balance as at 30 June 2024                                    734,536        5,856,912      100,233       34,584                       (6,839,857)        (719)                     (9,833)                    (124,144)  
 Comprehensive income                                                                                                                                                                                                      
 Loss for the 6 months                                         -              -              -             -                            (639,580)          -                         (9,851)                    (649,431)  
 Exchange differences on translation of foreign operations     -              -              -             -                            -                  (5,639)                   513                        (5,126)    
 Total comprehensive income for the 6 months                   -              -                  -         -                            (639,580)          (5,639)                   (9,338)                    (654,557)  
 Transactions with owners recognised directly in equity                                                                                                                                                                    
 Issue of shares                                               414,782        56,169         16,908        -                            -                  -                         -                          487,699    
 Lapsed warrants                                               -              -              -             (11,733)                     11,733             -                         -                          -          
 Share based payments                                          -              -              -             16,371                       -                  -                         -                          16,371     
 Total transactions with owners recognised directly in equity  414,622        -                    -       4,638                        11,733             -                         -                          430,993    
 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 6 months                                         -              -              -             -                            (439,040)          -                         (6,485)                    (445,525)  
 Exchange differences on translation of foreign operations     -              -              -             -                            -                  2,441                     (945)                      1,496      
 Total comprehensive income for the 6 months                   -              -              -             -                            (439,040)          2,441                     (7,430)                    (444,029)  
 Transactions with owners recognised directly in equity                                                                                                                                                                    
 Issue of shares                                               773,563        276,891        12,425        -                            -                  -                         -                          1,062,879  
 Total transactions with owners recognised directly in equity  773,563        276,891        12,425        -                            -                  -                         -                          1,062,879  
 Balance as at 30 June 2025                                    1,922,881      6,189,972      129,566       39,222                       (7,906,744)        (3,917)                   (26,601)                   344,379    

 


The above condensed Consolidated Statement of Changes in Equity 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 ticker “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.
1. BASIS of PREPARATION
 

These condensed interim financial statements are for the six months ended 30
June 2025 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 2024.

 

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 2024 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 29 September 2025.

 

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 2025.  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. Notwithstanding this,
the Company expects to receive £400,000 from its strategic investor in lne
with the subscription agreement, and there are outstanding warrants which the
directors anticipate will be exercised in the near term. In addition, the
directors are confident that further funding could be secured through an
equity raise if required.

 

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 2024.

 

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 2024.  The nature and amounts of
such estimates have not changed during the interim period.


 
1. 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.

 

 Period ending 30 June 2025                                      Corporate and Administrative (UK)  £   Mineral exploration (MOROCCO) £   TOTAL   £    
 Operating loss from total operations before and after taxation  (413,100)                              (32,425)                          (445,525)    
                                                                                                                                                       
 Segment total assets – (net of investments in subsidiaries)     1,860,580                              76,453                            1,937,033    
                                                                                                                                                       
 Segment liabilities                                             (1,575,521)                            (17,133)                          (1,592,654)  
                                                                                                                                                       

 

 Period ending 30 June 2024                                      Corporate and Administrative (UK)  £   Mineral Exploration (MOROCCO) £   TOTAL   £   
 Operating loss from total operations before and after taxation  (255,499)                              (23,750)                          (279,249)   
                                                                                                                                                      
 Segment total assets – (net of investments in subsidiaries)     245,570                                9,214                             254,784     
                                                                                                                                                      
 Segment liabilities                                             (377,047)                              (1,881)                           (378,928)   

 
1. ADMINISTRATIVE EXPENSES
                              6 months to 30 June 2025  6 months to 30 June 2024  
                              £                         £                         
 Wages and salaries           192,285                   141,239                   
 Regulatory fees              45,193                    39,656                    
 Depreciation                 12,813                    12,813                    
 Legal and professional fees  115,824                   61,026                    
 Other                        24,836                    25,268                    
                              390,951                   280,002                   

 
1. 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 30 June 2025  6 months to 30 June 2024  
                                                                                                 
 Total loss for the period (£)               (445,525)                 (279,249)                 
                                                                                                 
 Weighted average number of Ordinary shares  164,178,445               61,213,012                
                                                                                                 
 Total Loss per Ordinary share (£)           (0.003)                   (0.005)                   

 

 

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.  

 
1. INVESTMENT IN ASSOCIATES AND JOINT VENTURES
 

During the six months ended 30 June 2025, the Group advanced a total of
£1,123,138 in respect of its investment in Agamel Minerals SARL, a joint
venture vehicle established with Coppernicus Mining Company SARL to hold and
develop copper–silver exploration permits in central Morocco. The advances
represent the Group’s contribution towards drilling, development
expenditure, exploration programmes, technical work, and the acquisition of
permits, and in aggregate secure the Group’s position to earn up to a 60%
interest in the project. In line with the Group’s accounting policies, the
expenditure has been recorded as an advance for exploration and evaluation
assets; however, following the period end, on 11 August 2025, 10% of the share
capital in Agamel Minerals SARL was transferred to the Group, and the
investment will be accounted for as investments in associates.

 
1. TRADE AND OTHER PAYABLES
 

                              30 June 2025  31 December 2024  
                              £             £                 
 Trade creditors              51,931        58,049            
 Accruals and other payables  70,989        184,576           
 Taxes and social security    2,975         2,358             
                              125,895       244,983           

 
1. SHARE CAPITAL AND SHARE PREMIUM
 

                          Number of shares - Ordinary  Share Capital  £   Share Premium  £   Total   £   
 As at 30 June 2024       73,453,509                   734,536            5,856,912          6,591,268   
 Issued 25 July 2024      7,345,350                    73,454             22,036             95,490      
 Issued 23 October 2024   3,068,243                    30,682             3,068              33,750      
 Issued 27 November 2024  1,462,926                    14,629             1,463              16,092      
 Issued 23 December 2024  29,601,743                   296,017            29,602             325,619     
 Less share issue costs   -                            -                  (13,696)           (13,696)    
 As at 31 December 2024   114,931,771                  1,149,318          5,913,081          7,062,399   
 Issue 25 March 2025      20,459,728                   204,597            20,856             225,453     
 Issue 18 June 2025       56,896,522                   568,966            256,035            825,001     
 As at 30 June 2025       192,288,051                  1,922,881          6,189,972          8,112,853   

 
1. OTHER EQUITY
 

Other equity consists of gifted shares in Critical Mineral Resources Plc that
are held by the Company. 

 

On 27 March 2025, the Company announced the placement of the remaining
1,129,592 gifted shares at a conversion price of £0.011 per share with a
value of £12,425.  No gifted shares were held at period end.

 

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)  Expiry                
 As at 30 June 2024        432,000               20.0p                                         
 Issued in the period      27,227,273            1.1p to 1.3p            16/07/27 to 20/09/27  
 Lapsed in the period      (432,000)             20.0p                                         
 As at 31 December 2024    27,227,273            1.1p to 1.3p                                  
 Issued in the period      20,413,835            1.25p to 1.3p           19/03/27 to 31/12/28  
 As at 30 June 2025        47,641,107            1.1p to 1.3p                                  

 
1.  CONVERTIBLE LOAN NOTES
 

                         Group               Company             
                         2025 £     2024 £   2025 £     2024     
                         £          £        £          £        
 Convertible loan notes  1,417,058  215,560  1,417,058  215,560  

 

The carrying value of the liabilities above is deemed to equate to their fair
value, due to their short-term nature.

 

During the period the Company issued the following CLNs:

                             Amount     Interest rate  Exercise price (pence)  Expiry    
 Issued on 7 March 2025      425,000    15%            1.10p                   31/12/28  
 Issued on 7 March 2025      462,474    5%             1.45p                   07/03/28  
 Issued on 23 May 2025       500,000    5%             1.45p                   31/12/28  
                             1,387,474                                                   

 

 

On the 28th March 2025, £198,540 of the CLNs were converted and interest was
paid in ordinary shares. The convertible loan notes are presented in the
balance sheet as follows:

 

                                                          £          
 Face value of notes issued                               575,000    
 Other equity securities – value of conversion rights*    -          
 Loan notes converted                                     (376,460)  
                                                          198,540    
 Interest expense**                                       32,929     
 Interest paid                                            (15,909)   
 Balance as at 31 December 2024                           215,560    
 Loan notes converted                                     (198,540)  
 Face value of notes issued                               1,387,474  
 Interest expense**                                       29,584     
 Interest paid                                            (17,020)   
 Balance as at 30 June 2025                               1,417,058  

 

* There is no material difference between the initial fair value of the notes
and their carrying amount, since the interest payable on those borrowings is
close to the current market rate for such a loan and the redemption date is 31
December 2025, therefore the equity component is not material and has not been
recognised.

 

**interest expense is calculated by applying the actual interest rate of 15%
and 5% to the liability outstanding on a daily basis and was paid in shares at
the request of the note holders.

 
1. SUBSEQUENT EVENTS
 

The Directors confirm that apart from the events documented below, there have
been no events subsequent to the interim period end of 30 June 2025 which
would have a material impact on these financial statements.

 

On 11 August 2025, 10% of the share capital in Agamel Minerals SARL, was
transferred to the Company as the first phase of the joint venture with
Copperinus Mining Company.

 

Post period end, the Company received £350,000 (Tranche 3) from Gilini
Holdings earlier than expected.

 
1. 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.
 

 

 



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