Critical Mineral Resources Plc - Annual Financial Report

Critical Mineral Resources Plc - Annual Financial Report

PR Newswire

LONDON, United Kingdom, April 30

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	[e-mail]
Shard Capital LLP Erik Woolgar Damon Heath	[phone]

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.

3. 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.