Critical Mineral Resources Plc - HALF YEAR REPORT
(' CMR ' or the ' Company ')
Interim Results
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 .
“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
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 | | |_____________________________________|____________________|
Notes To Editors
CMR identified
The Company is listed on the
CONDENSED INCOME STATEMENT
Six months ended
Six months to 30 June Six months to 30 June 2024
2025 (unaudited) (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 (445,525) (279,249)
before taxation
Income tax expense - -
Loss for the period (445,525) (279,249)
Total loss attributable
to:
Owners of Critical (439,040) (274,499)
Mineral Resources plc
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 1,496 (565)
operations
Other comprehensive
profit/(loss) for the 1,496 (565)
period
Total comprehensive loss (444,029) (279,814)
for the period
Total comprehensive loss
attributable to:
Owners of Critical (436,559) (175,041)
Mineral Resources plc
Non-controlling interests (7,430) (4,540)
(444,029) (279,814)
Earnings per share:
Total basic and diluted 5 (0.003) (0.005)
loss per share (£)
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
As at As at
30 June 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 370,980 (255,300)
Critical Mineral Resources plc
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
6 month 6 month
period ended period ended
30 June 30 June
2025 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 (376,281) (267,756)
capital
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 70,073 24,785
half year
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
Share Share Other Share-based Retained Foreign Non-controll’g
equity payment earnings exchange interest Total
capital premium reserve reserve
£ £ £ £ £ £ £ £
Balance as at 734,536 5,856,912 100,233 34,584 (6,839,857) (719) (9,833) (124,144)
30 June 2024
Comprehensive
income
Loss for the - - - - (639,580) - (9,851) (649,431)
6 months
Exchange
differences
on - - - - - (5,639) 513 (5,126)
translation
of foreign
operations
Total
comprehensive - - - - (639,580) (5,639) (9,338) (654,557)
income for
the 6 months
Transactions
with owners
recognised
directly in
equity
Issue of 414,782 56,169 16,908 - - - - 487,699
shares
Lapsed - - - (11,733) 11,733 - - -
warrants
Share based - - - 16,371 - - - 16,371
payments
Total
transactions
with owners 414,622 - - 4,638 11,733 - - 430,993
recognised
directly in
equity
Balance as at
31 December 1,149,318 5,913,081 117,141 39,222 (7,467,704) (6,358) (19,171) (274,471)
2024
Comprehensive
income
Loss for the - - - - (439,040) - (6,485) (445,525)
6 months
Exchange
differences
on - - - - - 2,441 (945) 1,496
translation
of foreign
operations
Total
comprehensive - - - - (439,040) 2,441 (7,430) (444,029)
income for
the 6 months
Transactions
with owners
recognised
directly in
equity
Issue of 773,563 276,891 12,425 - - - - 1,062,879
shares
Total
transactions
with owners 773,563 276,891 12,425 - - - - 1,062,879
recognised
directly in
equity
Balance as at 1,922,881 6,189,972 129,566 39,222 (7,906,744) (3,917) (26,601) 344,379
30 June 2025
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,
1. BASIS of PREPARATION
These condensed interim financial statements are for the six months ended
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
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
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
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 f inancial 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
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
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.
Corporate and Mineral exploration
Administrative (UK) TOTAL
Period ending 30 June 2025 (MOROCCO)
£ £
£
Operating loss from total
operations before and after (413,100) (32,425) (445,525)
taxation
Segment total assets – (net
of investments in 1,860,580 76,453 1,937,033
subsidiaries)
Segment liabilities (1,575,521) (17,133) (1,592,654)
Corporate and Mineral Exploration
Administrative (UK) TOTAL
Period ending 30 June 2024 (MOROCCO)
£ £
£
Operating loss from total
operations before and after (255,499) (23,750) (279,249)
taxation
Segment total assets – (net
of investments in 245,570 9,214 254,784
subsidiaries)
Segment liabilities (377,047) (1,881) (378,928)
1. ADMINISTRATIVE EXPENSES
6 months to 6 months to
30 June 2025 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:
6 months to 6 months to
Continuing operations:
30 June 2025 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
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 - Share Capital Share Premium Total
Ordinary
£ £ £
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
On
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 Expiry
(pence)
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 27,227,273 1.1p to 1.3p
2024
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 28
th
£
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
**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
On
Post period end, the Company received £350,000 (
1. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors confirm that these condensed interim financial statements have been prepared in accordance with
-- 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.
