Company number: 11043077
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2025
CRITICAL MINERAL RESOURCES PLC COMPANY INFORMATION
2
Contents
Company Information 3
Chief Executive Officer’s Report 4
Strategic and Corporate Governance Report 6
Environment, Social and Governance Statement 16
Report Of The Directors 21
Directors’ Remuneration Report 24
Independent Auditor’s Report To The Members Of Critical Mineral Resources Plc 28
Consolidated Statement of Profit or Loss and Other Comprehensive Income 35
Consolidated Statement of Financial Position 36
Parent Company Statement of Financial Position 37
Consolidated Statement of Changes in Equity 38
Parent Company Statement of Changes in Equity 39
Consolidated Statement of Cash Flows 40
Parent Company Statement of Cash Flows 41
Notes to the Consolidated Financial Statements 42
CRITICAL MINERAL RESOURCES PLC COMPANY INFORMATION
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Company Information
Directors Géraud Moussarie
Charles Oliver Long
Noureddine Sabraoui
Russell Thomson
Russell Wayne George Tucker
Company Secretary Orana Corporate LLP
Registered Office Eccleston Yards
25 Eccleston Place
London SW1W 9NF
Company Number 11043077
Independent Auditor PKF Littlejohn LLP
Statutory Auditor
30 Churchill Place
London
E14 5RE
Registrars Share Registrars Limited
3 Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX
Brokers Shard Capital Partners LLP
51 Lime Street
London EC3M 7DQ
Legal Druces LLP
Salisbury House
London Wall
London EC2M 5PS
CRITICAL MINERAL RESOURCES PLC CEO’S REPORT
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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
CRITICAL MINERAL RESOURCES PLC CEO’S REPORT
5
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 it provides.
Charles Long
CEO
30 April 2026
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
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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.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
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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.
Section 172(1) statement and stakeholder engagement
The Directors have acted to promote the success of the Company for the benefit of its members as a whole.
Members are the shareholders of the Company as listed in its shareholder register as well as underlying
shareholders that hold shares through nominee accounts. The success of the Company is dependent on
strategy and decision making of the Directors, the behaviour and actions of its employees and contractors,
and the support of a wide range of stakeholders notably citizens and government departments of the countries
in which it operates. Strong relationships with its suppliers and the ability of those suppliers to deliver
services as required is also important to long term success.
The Directors also believe the long-term interests of its members is closely aligned to the Company making
a positive impact on local communities and minimising the impact on the environment. The Directors are
firmly of the belief that, above all else, the quality of its employees including management and contractors
defines the Company's interaction with all stakeholders and contributes greatly to success. As a result, the
character and core values of its directors, employees and contractors is paramount to the success of the
Company.
Long term decision making
The Company is committed and focused to investing and developing minerals projects in Morocco, where
most if not all regions have excellent solar power potential allowing for mining operations to be powered, at
least in part, by renewable energy through photovoltaic facilities. There are also opportunities to use wind
power.
Agadir Melloul, a copper, silver and gold deposit, is currently the main project of interest due to its shallow
setting and potential to be a low capex development. Copper is a critical mineral and remains important to
global electrification and the expansion and replacement of ageing power distribution networks.
Shareholders
The Company publishes regular announcements to ensure shareholders are kept up to date with
developments within the Group. As in prior year 2024, the Board recognises there are periods of limited
newsflow, however this is the nature of long and confidential negotiation processes, and time to drill,
sample and receive assay results from the laboratory. The Directors have increased their investor relations
activity, in particular post period end (FY26) and will continue to do more marketing and investor
interaction going forward.
Employees and contractors
During the period under review the Company directly employed geologists and when required engaged
contractors to provide specialist technical services. Management and the Company's Directors maintain
regular direct contact with its staff, gaining feedback and ensuring they perform to high professional
standards. It has been necessary to make changes in the period under review and establishing and
maintaining the best possible team is an ongoing process.
Suppliers
Procurement of technical services such as drilling, geophysics, geological and assaying relies on the
expertise of management and the availability of those services when needed. Relations with suppliers are
maintained through regular contact, prompt payment and where ensuring high standards of health and
safety. In the period the Company’s main supplier was the drilling contractor which needed to change
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
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drilling rigs at the end of FY25, otherwise this contractor performed well and is continuing to work in
2026. Looking forward a number of additional suppliers will be engaged to deliver the feasibility study
and associated work, for example plant and tailings design, and water studies.
Local community
At the subsidiary level, management and the Company's employees continue to maintain excellent
relationships with the local communities where they operate. The Company regularly uses local businesses
for the provision of certain services, specifically for geological prospecting assistance, earth works, food
and shelter. This creates increased economic activity in the areas in which the Company operates. During
the period under review the Company provided a water well for the local community.
Environment
The Company's current activities are restricted to exploration related activities with trenching the most
environmentally impactful. Drilling platforms and road excavations has a minor impact and does not affect
any agriculture in the area. As the Company continues to drill bore holes through its own drill rig and that
of the contractor, water is recycled and runoff is prevented. Fuel and other fluid spillages are managed and
post-drilling rehabilitation is completed to international standards.
Business Conduct Standards
The Company continues to consider its policies and procedures to ensure its business conduct is ethical and
cost effective. The Board includes a Moroccan director who has country expertise and importantly, has
excellent values which include respect for community, integrity and high standards of business practice. The
Company also follows the QCA rules on corporate governance as disclosed in the Corporate Governance
Report which is included in this set of report and financial statements.
Principal Risks and Uncertainties
The principal risks and uncertainties lie in the future investment opportunities being available to the Group
to meet its strategy to acquire high quality upstream development opportunities in the critical minerals
sectors, as well as in the wider renewables sector. The Directors also consider the key risk for the Group to
be the maintenance of its reserves of cash and cash equivalents to meet this strategy.
The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors are of relevance to the Group’s activities and to any investment in the
Group. It should be noted that the list is not exhaustive and that other risk factors not presently known or
currently deemed less important may apply.
The risk factors are summarised in the table below:
Description
Impact
Mitigation
Strategic risks
• Successful delivery of a construction ready
and operational ready feasibility study for
Agadir Melloul during FY26
• Successful acquisition of future opportunities
to build shareholder value, the generation of
future income streams or net asset growth
may not materialise.
• Competitors with significantly greater
financial and technical resources will be able
to outbid the Company on future upstream
opportunities.
• Over reliance on a small number of key
individuals, in particular the Directors. The
Company may be negatively affected by the
departure of these individuals.
High
• Board actively engaging with very experienced
expert consultants both within Morocco and
outside, including contacts of the CEO, COO
and new Chairman.
• Board actively seeking to diversify current
portfolio risk by acquiring further exploration
assets.
• The Company has a supportive shareholder
base and will look to raise further finance as and
when new opportunities present themselves.
• The Company has supportive advisors
including an important new Moroccan based
consultant and other stakeholders who show the
Company assets available for potential
acquisition and potential new investors.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
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• The Company is planning to issue a new option
scheme to its directors to incentivise and retain
these directors who are considered key to
enhancing the future market value of the
Company.
Commodity prices
• The value of further opportunities, assets and
potential earnings, will be affected by
fluctuations in metals and minerals prices
(e.g. Copper).
• High inflation including of talent are
significantly increasing mining costs and this
could affect valuations of future acquisitions.
Medium
• The Company monitors commodity pricing
trends to ensure new opportunities are regularly
reassessed in light of expected price
movements to ensure these opportunities
continue to offer good value.
• Demand for metals is set to increase as
electrification and clean energy technologies
grow rapidly, and as global GDP growth adds
to overall demand. The Company will continue
to focus on those commodities exposed to
renewable energy themes in its strategic plan,
but also on critical minerals, particularly those
on the US and EU lists.
• Recent global tariffs and the change in the
political environment are regularly assessed but
no impact is noted due to the early stage of the
Group’s operations in Morocco.
Foreign exchange (FX) risks
• The Company’s investments and acquisitions
are priced in US dollars and Moroccan
dirhams (a currency which is pegged 60% to
EUR and 40% to USD FX fluctuations).
Medium
• Regular review of currency requirements and
currency movements to ensure the Board is
aware of the short, medium and long term
currency risks.
• Simple FX Policy based on securing the best
FX rates where possible.
• The FX Policy will be updated to reflect larger
currency exposures and risks as they occur,
however the philosophy towards hedging is
conservative, both for FX and commodity
prices.
Financial risks
• Difficulty raising external funding for new
investment opportunities and exploration
activities in volatile capital markets. The
future availability of such financing is
uncertain.
High
• Regular review of cashflow, working capital
and funding options are performed by the Board
to ensure the Company remains a Going
Concern.
• A continued focus on investing in assets and
high quality business development to ensure
that the Company is consistently building
fundamental value.
• Build strong and sustainable relationships with
shareholders and other investors.
• Prudent approach to budgeting and strong
financial stewardship - managing commitments
and liquidity to ensure the Group has sufficient
capital to meet spending commitments.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
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Environmental, social and governance risks
(“ESG”)
• ESG reporting is constantly evolving and is a
risk for the majority of mining and metal
companies. The Company must seek to
improve diversity, equity and inclusion as
well as be aware of the urgent priorities to
address climate change. All stakeholders
have increased expectations of the
Company’s ESG reporting and the Company
must meet these demands.
Medium
• ESG is part of the Company’s longer-term,
more strategic view and the Board will consider
ESG at board meetings and understand how
their decisions will meet the various
stakeholder demands.
• Policies and processes are being further
enhanced to ensure there is a more rigorous
reporting cycle in which requirements are
identified and met before giving rise to any
issues.
Legal and compliance risks
• Bribery and corruption.
• London Stock Exchange or the Financial
Conduct Authority Rule breaches
Medium
• The Company follows the QCA code of
corporate governance and this is set out in this
annual report and accounts. The Company also
has the various policies in place which are
overseen by the Audit Committee and reviewed
on a regular basis:
o Anti Bribery and Corruption
Policy
o Whistle Blowing Policy
o Anti Money Laundering Policy
• Board changes during the year to ensure the
skill set of the Board matches the Company’s
strategic requirements. Operations in Morocco
are led by a Director on the ground with the
appropriate skill set to perform this work and
the remainder of the Board continue to support
the Company with their expertise. It is also able
to consult with outside advisers to ensure full
compliance.
CORPORATE GOVERNANCE
Introduction:
The Directors recognise the importance of sound corporate governance and apply The Quoted Companies
Alliance Corporate Governance Code (the ‘QCA Code’), which the Board consider the most appropriate
recognised governance code for a company of the CMR’s size and listing status. Throughout the year ended
31 December 2025, the Group continued to apply the 2018 edition of the QCA Code as the basis for its
governance arrangements, while reviewing the changes introduced by the 2023 edition with a view to
alignment during 2026 (see further commentary below). The QCA code can be found on our website:
https://www.cmrplc.com
While the Group continued to apply the 2018 QCA Code during the year, the Board has already begun
aligning its arrangements with the more significant changes introduced by the 2023 Code. In particular, the
appointment in 2026 of Géraud Moussarie as an independent Non-Executive Chair addresses the 2023
Code's strengthened expectation of Chair independence on appointment, and the Company's 2024 Equity
Incentive Scheme was approved by shareholders at the 2025 AGM, in line with the 2023 Code's enhanced
expectations on shareholder consent for material remuneration arrangements.
However, the Board recognises that further work is required to fully align with the 2023 Code, in particular
expanded stakeholder engagement reporting (including the Section 172 statement), more formal review and
reporting of principal risks at Board level, the introduction of an externally-facilitated Board evaluation, and
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
11
the adoption of a proportionate level of climate-related financial disclosure. These matters will be considered
as part of the 2026 review and progress will be reported in next year's Annual Report.
The 2018 QCA Code has ten principles of corporate governance that the Company has committed
to apply within the foundations of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long term
success;
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the Directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
Here follows a short explanation of how the Company applies each of the principles, including where
applicable any deviation from those principles.
Principle One
Business Model and Strategy
The Board believes that considerable shareholder value can be delivered if the Company remains focused
on its strategy of taking opportunities aligned to the commodity price cycle, which is driven by population
growth, the finite nature of individual mining operations, and the global trend towards renewable energy and
electrification. The commodity price cycle drives demand for a whole range of metals and industrial
minerals, many of which can be seen on the US Critical Minerals list. The renewable energy them includes
battery storage and the Electric Vehicle supply chain and the increasing need for new copper supplies. The
Company is also committed to complying with transparent, ethical and sustainable supply chains.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. Virtual roadshows have been held during the year and the Directors have met with shareholders
to discuss issues and provide feedback over the Group’s evolving strategy. In addition, all shareholders were
invited to attend the annual AGM that was held in 2025 and are again encouraged to attend the next AGM
that will be held in June 2026. Investors also have access to current information on the Group through its
website, www.cmrplc.com
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Group is reliant upon open communication with its
internal and external stakeholders: employees, investee companies, shareholders, contractors, suppliers,
regulators and other stakeholders. The Group has an ongoing relationship with a broad range of its
stakeholders and has regular and direct interaction where it provides these stakeholders with opportunities
to raise issues and provide feedback to the Group.
Principle Four
Risk Management
The Board is responsible for ensuring that procedures are in place and being implemented effectively to
identify, evaluate and manage the significant risks faced by the Group. It has an established framework of
internal financial controls to address financial risk and is regularly reviewing the non-financial risks to ensure
all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal
actions against the Directors as well as against material loss or claims against the Group. The principal risks
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
12
and uncertainties are as set out in the Strategic Report on pages 8 to 10. An internal audit function is not
considered necessary or practical due to the size of the Group and the close control exercised by the Board
as a whole.
Principle Five
A Well Functioning Board of Directors
The Board comprises of two executive directors, Charlie Long and Noureddine Sabraoui, and two non-
executive Directors, Russell Tucker and Russell Thomson. During 2025, the Board was actively seeking an
appropriate candidate to be an independent director and in February 2026, after the resignation of Dominic
Traynor, appointed Gèraud Moussarie as its independent Chairman. Further information about the directors
can be found on the Company website at www.cmrplc.com
Charlie Long is a mining specialist with industry and financial services experience. He started his career in
mining over 20 years ago as the founder of a building materials quarrying company in China. He has worked
as a sell-side mining analyst for over 10 years, including roles at Singer Capital Markets, Sanlam Securities
and finnCap. Charlie was business development manager for AIM-listed Avesoro Resources and more
recently CFO for Audere Solutions, a UK based risk management advisory group.
Noureddine Sabraoui is the Chief Operating Officer to the Group. He is an experienced field geologist, mine
manager and geological services supplier. He has an unrivalled knowledge of Morocco’s geology and its
exploration and mining opportunities. As well as managing operations in Morocco, Noureddine also
provides high quality deal-flow and project development know-how.
Russell Thomson is a professional accountant (CPA) with over 30 years working experience in the
construction, engineering, railway, energy, natural resources and mining industries in Australia, SE Asia,
USA and South Africa. He was formerly a Director and CFO of EV Metals Group plc and ASX-listed
Podium Minerals Ltd.
Russell Tucker brings over 10 years of experience in mining investment and corporate finance. He began at
Qinisele Resources, a boutique mining advisory firm in South Africa, advising on mergers and acquisitions,
capital raising, and restructuring. More recently, Russell has held senior roles in private equity and
investment groups. He is a Chartered Global Management Accountant (CGMA) and holds an MBA
from Hult International Business School.
Géraud Moussarie has extensive international experience leading multi-country commercial and stakeholder
programmes and advancing large scale energy, infrastructure and natural resources projects across North
and West Africa. He spent a significant part of his career at BP, holding senior roles across the region,
including Senior Commercial Manager for BP North Africa. He also served as Project Director and General
Manager for Rio Tinto in Guinea (2021–2023), based in Conakry at an important stage in the evolution of
the Simandou Project.
All Directors are subject to re-election in accordance with both the requirements of the UK Companies Act
and the Company’s articles of association (“Articles”). The Company’s Articles state that Directors are
subject to re-election at intervals of no more than three years. The letters of appointment for all Directors
stipulate the time commitment that each Director is expected to provide to the Company. Charlie Long and
Noureddine Sabraoui are contracted to provide these services on an exclusive basis, though board approval
may be given to engage in outside paid work. Russell Thomson and Russell Tucker, acknowledge in their
letters of appointment that the nature of the role makes it impossible to be specific on maximum time
commitment, but that there will be a minimum of 2-3 days a month, which will include preparation for and
attendance at monthly board meetings.
The Board is expected to meet at least 6 times per year. It has established an Audit Committee and a
Remuneration Committee, particulars of which appear hereafter. The Board has agreed that decisions on
appointments to the Board are made by the Board as a whole and so has not created a Nominations
Committee. The Board considers that this is appropriate given the Group’s current stage of operations. It
shall continue to monitor the need to match resources to its operational performance and costs and the matter
will be kept under review going forward.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
13
Attendance at Board and Committee Meetings
Directors meet formally and informally both in person and by telephone. There have been 9 formal Board
meetings during 2025, and the volume and frequency of such meetings is expected to continue at this rate.
Director
Number of formal board meetings with possible attendance record in 2025
Charles Long
Russell Thomson
Dominic Traynor
Noureddine Sabraoui
Russell Tucker
9/9 Board
8/9 Board, 2/2 Audit Committee, 2/2 Remuneration Committee
8/9 Board, 2/2 Audit Committee, 2/2 Remuneration Committee
6/9 Board
3/3 Board
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of five Directors, in addition, the Company has employed the outsourced
services of Orana Corporate LLP to act as the Company Secretary. The Company believes that the Directors
have wide ranging experience working for, and, or advising businesses operating within the natural resources
sector. They also have an extensive network of relationships to reach key decision-makers to help achieve
their strategy.
The Board recognises that it currently has a limited, all male, Board and does not have a Finance Director.
This will form a part of any future recruitment consideration if the Board concludes that replacement or
additional Directors are required. The Board is aware, that as it grows, it will look to recruit and develop a
diverse and gender-balanced team.
There is no formal process to keep Directors’ skill sets up-to-date given their wealth of experience. However,
the Company’s lawyers, auditors and broker provide regular updates on governance, financial reporting and
Listing rules and the Board is able to obtain advice from other external bodies when necessary.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual
basis in the form of peer appraisal and discussions to determine the effectiveness and performance against
targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing
professional development whether formal or informal is discussed and assessed.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the
Group as a whole which in turn will impact the Group’s performance. The Directors are very aware that the
tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants
or other representatives behave. The corporate governance arrangements that the Board has adopted are
designed to instill a firm ethical code to be followed by Directors, consultants and representatives alike
throughout the entire organisation. The Group strives to achieve and maintain an open and respectful
dialogue with representatives, regulators, suppliers and other stakeholders. The importance of sound ethical
values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives.
The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through
all that the Group does. The Directors consider that at present the Group has an open culture facilitating
comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has
adopted, with effect from the date on which its shares were admitted to the LSE’s main market for listed
securities, a code for Directors' dealings in securities which is appropriate for a company whose securities
are traded on this main market and is in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016.
Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and
corruption and has an anti-bribery and corruption policy in place to protect the Group, its employees and
those third parties to which the business engages with. The policy is provided to staff upon joining the
business and training is provided to ensure that all employees within the business are aware of the importance
of preventing bribery and corruption. Each employment contract specifies that the employee will comply
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
14
with the policies. There are strong financial controls across the business to ensure on going monitoring and
early detection.
Principle Nine
Maintenance of Governance Structures and Processes
The Group’s governance structures are appropriate for a company of its size. The Board meets regularly and
the Directors continuously maintain an informal dialogue between themselves. Géraud Moussarie will be
responsible for the effectiveness of the Board and Charlie Long is responsible for the execution of the
Group’s investment strategy and the primary contact with shareholders. The current Governance structure
is outlined below:
Audit committee – This is led by Russell Thomson (Chair). Russell Tucker and Géraud Moussarie are also
on the committee. This committee has primary responsibility for monitoring the quality of internal controls
and ensuring that the financial performance of the Group is properly measured and reported. It receives
reports from the executive management and auditors relating to the interim and annual accounts and the
accounting and internal control systems in use throughout the Group. The Audit Committee meets at least
twice in each financial year and it has unrestricted access to the Company’s auditors.
Remuneration committee – This is led by Russell Thomson (Chair). Russell Tucker and Géraud Moussarie
are also on the committee. The Remuneration Committee reviews the performance of the executive directors
and employees and makes recommendations to the Board on matters relating to their remuneration and terms
of employment. The Remuneration Committee has met twice in the last 12 months.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders in compliance with regulations applicable to companies quoted on the LSE’s Main Market. All
shareholders are encouraged to attend the Company's Annual General Meeting where they will be given the
opportunity to interact with the Directors.
Investors also have access to current information on the Company through its website, www.cmrplc.com
and via Charlie Long, CEO, who is available to answer investor relations enquiries.
Report of the Audit Committee
This report is prepared in accordance with the Quoted Companies Alliance (QCA) corporate governance
code for small and mid-sized quoted companies, revised in April 2018. A summary of the Committee’s role
and membership can be found in the Corporate Governance section of this Annual Report. Committee
meetings are held at least twice a year, and the external accountant is invited to attend together with the
external auditor. Two meetings of the Committee were held during the year, and the following significant
issues were considered:
Significant issue
Summary of significant issue
Actions and Conclusion
Going concern
Assessment of the Group’s ability to
continue as a going concern as part of
the preparation of the financial
statements.
This assessment of going concern
covers a period of at least 12 months
from the date of signing the financial
statements.
The Company has funded its operations
during the year through equity raises and
the issuance of CLNs.
In addition to this funding, post year the
company raised a further £2.7m through
and equity raise and the exercise of
warrants. Management has concluded
that the Company has enough funding to
continue as a going concern for at least 12
months from the date of signing the
financial statements (refer to Going
Concern policy in note 3 to this report).
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
15
Carrying value
and recoverability
of investments in
subsidiary and
intercompany
loans (parent
company)
The recoverability of the Company's net
investment in its majority-owned
subsidiary, ARM. Given the continuing
losses of the subsidiary, there is a risk
that the carrying value of the investment
and related receivables may not be fully
recoverable.
The Company has reviewed the carrying
value of these balances and concluded
that there are no impairment indicators ad
that the underlying values are supported
by the future work plans of ARM.
Accounting
treatment of joint
venture (group
and parent
company)
The Agadir Melloul joint venture was
acquired during the year under an earn-
in arrangement. At the reporting date,
the Company holds a 10% legal
interest, having funded contributions
equivalent to 20%, with the potential to
increase its interest to 60% upon
achievement of specified milestones.
There is a significant risk that the
criteria for significant influence or joint
control under IAS 28 are not met, and
therefore the classification and
accounting treatment of the investment
may be inappropriate.
The Audit Committee reviewed the joint
venture agreement and supporting
documentation, confirming that the
Company’s effective interest increased to
20% from the date the relevant funding
was made. Based on an assessment of
governance rights, board representation,
and earn-in provisions, the Committee
concluded that the Company obtained the
appropriate level of control from that date
and that the revised classification is
appropriate
Valuation of joint
venture (group
and parent
company)
The investment in the joint venture,
with a carrying value of £1.9m at year
end, is subject to recoverability risk as
it depends on the uncertain future
success of early-stage exploration
activities. Given the significant
judgement involved in assessing both
classification and valuation, this has
been identified as a key audit matter.
The Audit Committee assessed the
Company’s level of involvement,
classification under IAS 28 and IFRS 11,
and the appropriateness of equity
accounting, including recalculating the
share of results and reviewing relevant
agreements and disclosures. It also
considered impairment indicators under
IAS 36 and IFRS 6 and, based on the
work performed, concluded that no
impairment of the year-end carrying
value is required.
External Auditor's Fees
There was no significant non-audit work carried out by PKF subsequent to their appointment. Full details of
fees paid during the year may be found in note 6 to the financial statements.
Objectivity and Independence
The Committee continues to monitor the Auditor’s objectivity and independence and is satisfied that PKF
and the Company have appropriate policies and procedures in place to ensure that these requirements are not
compromised.
Re-appointment of External Auditor
The Committee recommends to the Board the re-appointment of PKF Littlejohn LLP as Auditor at the
forthcoming 2026 annual general meeting (AGM), and PKF Littlejohn LLP has expressed its willingness to
continue in office.
Internal controls/audit
The Directors acknowledge their responsibility for the Group’s system of internal control and for reviewing
their effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the
reliability of financial information for both internal use and external publication. Whilst the Directors are
aware no system can provide absolute assurance against material misstatement or loss, regular review or
internal controls are undertaken to ensure that they are adequate and effective.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
16
The Group does not currently have an internal audit function due to the small size of the Group and limited
resources available. To date, the Committee has decided that an internal audit function is not required but
will continue to assess the situation on a regular basis.
Going Concern
The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial
statements, nevertheless consider it appropriate to continue to adopt the going concern basis of accounting
in preparing the financial statements. The going concern statement is detailed in full in note 3 of the
consolidated financial statements.
Environment, Social and Governance Statement
The Group is committed to providing a safe working environment for all its employees and to responsibly
manage all of the environmental interactions of its business. Its objective is to perform and achieve at a level
notably in excess of the regulatory minima required by the host countries in which it does business.
To meet these objectives, the Group has defined and adopted a Health, Safety, Environment, and Community
(“HSEC”) policy that applies to all Group activities in Morocco and elsewhere.
The Group is committed to the implementation of a high standard of HSEC management and delivery from
exploration through production to eventual mine closure. Its field staff are accountable for delivery of the
HSEC policy and its Directors, Officers and Employees are responsible for compliance with the expected
high standards of HSEC performance.
The following specific commitments are made as regards HSEC matters:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries, and
• Establishment of management and advisory programmes for the prevention of transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible developer. It functions with the clear mandate of
being in full compliance with corporate standards, applicable environmental laws, regulations and permit
requirements. It has an internal monitoring programme in place that plays a critical role in continuously
improving its environmental performance. This is reported to the Board annually.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever it operates;
• Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to
achieve its environmental objectives;
• Strive to protect air and water quality, minimise consumption of water and energy, and protect natural
habitats and biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts
business;
• Collaborate with stakeholders to define environmental priorities and to protect the environment; and
• Consider the requirement for environmental protection in all aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group will follow best practices in:
• its interactions with local communities,
• respecting customs and cultural practices, and
• minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour employment for local people
when it recruits. It will strive to be recognised as a socially aware and responsible business.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
17
Climate-Related Financial Disclosures
The Group recognises that climate change represents one of the most significant challenges facing the
world today. Under the Listing Rules compliance with the Task Force on Climate-Related Financial
Disclosures (TCFD) is required for all listed companies on a comply or disclose basis.
TCFD Purpose
In contrast to the Streamlined Energy and Carbon Reporting (SECR) disclosures (which requires listed
companies to disclose their greenhouse gases emissions, CO
2
and energy usage) TCFD is primarily
designed to protect shareholders from the impacts of climate change by ensuring companies adapt to the
risks and opportunities that climate change presents. In the mining industry an example would be a brown
thermal coal exploration company faced with reduced market demand over the next 25 years.
TCFD adherence requires disclosure of Greenhouse Gas (GHG) emissions as part of the Metrics and
Targets section. This creates a degree of overlap with SECR requirements, however TCFD’s main focus
on emissions is to understand how GHG emissions may expose a company to future changes in law or
legal challenges, regulation or market dynamics which penalise higher polluting industry sectors, sub
sectors or companies.
Climate Change Risks and Opportunities
The following table includes our TCFD disclosures and where necessary explanations why the Company
has not fully met and the board’s plans to implement these in future.
As a UK listed entity, headquartered in London, the Company has a commitment to achieving net zero
by 2050. The Company’s assets are currently located in Morocco which has a similar commitment to
renewable energy as the UK. In Morocco this will predominantly be from solar power investments. The
Board will look to maximise solar power opportunities available to the Company in Morocco, including
potential investments by the Company in the renewable energy sector, either to provide power for its own
mining operations, or to power other industrial projects. The Board believes that this strategy will ensure
the Company remains on track to achieve net zero or near net zero by 2050.
Critical Mineral Resources’ Governance, Strategy, Risk Management, Metrics and Targets
Governance
Board of directors oversight
The Company does not currently have a risk or climate risk
committee although climate risk is discussed at board meetings
when relevant. A climate risk committee will be implemented
when deemed necessary, most likely once a development project
reaches the Bankable Feasibility Stage.
Our strategy and business plan are to capitalise on climate change
by investing in Clean Technology raw materials such as copper,
and renewable energy opportunities aligned to mining projects
such as solar or wind power. Climate change opportunity is
embedded in our activity.
Assessment and management
Climate related issues identified and discussed during the period
include the availability of water for exploration and development
projects in Morocco (risk) and the availability of improved solar
and wind technology for mine power (opportunity). In Morocco,
renewable energy may also present opportunities for power
projects for non-mining industrial operations or complexes.
Strategy
Risks and opportunities
Climate related issues identified and discussed include:
1. the availability of water due to changes in precipitation patterns
for a potential mining operation in Morocco (risk).
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
18
2. the improving technology and lower cost of renewable solar
energy to power a mining operation (opportunity).
In the medium term, the directors believe that global electrification
and rising demand for Clean Technologies will increase demand
for a range of metals and minerals including copper. Alongside
global GDP growth, the electrification theme provides additional
metal demand which is the basis for the Company’s strategy.
Strategy
The Company’s strategy includes acquiring and developing mining
projects directly exposed to the global and electrification
economies of the future.
The Company’s historical and future acquisitions, investments and
operations are intended to deliver the strategy of developing Clean
Technology metals or minerals.
Under all climate change scenarios, the Board anticipates an
increase in Clean Technology demand and therefore the metals and
minerals that make these technologies possible.
Risk Management
Risk identification
The Company has identified key climate change related risks as
follows:
1. Supplier disruption.
2. Competition for clean technology related metals and
minerals projects.
3. Competition for equity capital between similar upstream
companies in the clean technology metals sub sector.
4. Climate change physical impacts on jurisdiction and
regions where metals and minerals deposits are located.
5. Potential for higher input costs, notably for fossil fuels and
building materials such as cement and steel.
6. Reduced demand for metal concentrates which have been
produced using higher than average GHG emissions
energy such as coal fired power.
Processes and management
The Company’s strategy is to acquire and develop mining projects
to produce metals and minerals in strong demand, including those
fundamental to the electrification theme.
A key part of the mine development process is the Feasibility Study
(and any scooping and pre-feasibility studies) which include
investigations into mine emissions (gases and fluids) and waste
(including tailings). The Feasibility Study also includes:
1. Investigations into the use of new technologies (especially
renewable sources of energy such as solar).
2. Environmental baseline studies.
3. Water supply studies, rainfall pattern change, and regional
hydrogeology.
4. Climate and weather patterns including average monthly
temperatures.
The Feasibility Study will be authored by independent technical
experts and overseen by senior management and board members.
For new project acquisitions, the company’s due diligence
processes include a desktop review which cover all the above
potential risks and opportunities.
Metrics and Targets
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
19
GHG metrics
The Company’s greenhouse gas emissions are currently low due to
the nature of its drilling operations. During the period under review
the main GHG emitters were:
1. Travel in Morocco.
2. Drilling during H2 2025.
3. International flights associated with due diligence.
4. Employee / contractor accommodation and associated
energy use.
As noted in the Company’s SECR disclosure below, energy usage
was below 40,000 kWh and as a result complete Scope 1, 2 and 3
GHG data is not disclosed. During 2026 the Company will
continue to collect GHG data at the Company and subsidiary levels
although it expects GHG emissions and energy usage to remain
relatively low until mine construction and mining begins.
Climate related physical risks
The Company’s exposure to physical risk relates to changes to the
environment where its development operations are based. The
principal physical risk identified in Morocco is the potential for
reduced rainfall and how this impacts water supply at a future
operation. A prolonged season of the hottest weather (currently
July and August) has the potential to have a modest impact on
productivity in Morocco. The Company is working on a metric
which fairly quantifies these physical risks.
At the UK Company level, the Directors ensure that climate change risks and opportunities are embedded
in strategy. The directors are of the view that the successful acquisition and development of Clean
Technology metals projects such as copper are aligned to TCFD opportunities and will result in share
price appreciation. As a result, at this stage through an option scheme, the executive directors are
incentivised to deliver share price appreciation which is one of the main KPIs for Executive Directors.
Where it works with host communities, the Company aims to help build their understanding of how to
minimise greenhouse gas and other emissions.
The Board will ensure that in its strategic plans climate related risks and opportunities are identified over
the short, medium and long term and the impact of these risks are included in financial and scenario
planning. This will principally be achieved through understanding how risks and opportunities are likely
to affect the Company’s development projects and planning accordingly.
Governance will be strengthened to ensure reporting on these climate related risks is meaningful and
transparent. Risk Management will include a process for identifying, assessing, and managing climate-
related risks and the Group will establish various metrics and targets to assess climate-related risks and
opportunities.
Streamlined Energy and Carbon Reporting
CMR qualifies as a quoted company which has consumed less than 40kWh of energy, and as such is not
required to report its emissions, energy useage and calculation methodologies.
The Group’s current operations are limited to exploration and drilling activities in Morocco and due
diligence activities on various other projects and other jurisdictions where it has and will continue to
assess potential development projects for investment. During 2025, the Company used drilling meterage
to estimate its fuel consumption for both its owned rig and the contractors rig, it also estimated journey
distance in miles based on recorded mileage. This was then used to estimate fuel consumption, energy
useage, CO
2
and other emissions. A similar approach was used to estimate the energy use involved in
business travel, including flights, and hotel use. Excluding our Chief Operations Officer who is himself
a geologist, our Moroccan operations included permanent employment of two geologists and one
accountant.
One of the requirements of the SECR initiative is to report energy use that is used to calculate the GHG
emissions reported in the Directors’ Report. This needs to be provided in kilowatt hours (kWh). However,
only quoted companies and large unquoted companies that have consumed more than 40,000 kilowatt-
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
20
hours (kWh) of energy in the reporting period must include energy and carbon information within their
Directors’ report. The Group does not currently exceed this threshold and is therefore presently exempt
from the SECR reporting requirements.
The Group works to minimise its contribution to GHG emissions in Morocco and will maintain this focus
at all future operations. The Group intends to publish GHG and energy emissions data in line with the
SECR regulations as the Group’s projects develop. The Company will continue to improve these
processes throughout the Group during 2026.
The SECR guidelines require the discloser to produce a base year of emissions against which subsequent
years may be compared. The guidelines suggest this year be recalculated or rebased if and when the
company experiences a significant structural or operational change, which for CMR could be the
transition from exploration through development to production.
CMR has been investing significantly in a drilling campaign during 2025 and this is expected to continue
throughout the first half of 2026. This has naturally resulted in a modest increase in emissions. This could
be followed by a period of permitting, construction and production of one or more metals in concentrate.
Once in production, the Company’s emissions will include processing emissions in addition to an
increase in energy consumption and the use of more mobile equipment and explosives. Our SECR policy
is under consideration however it is likely to include setting new base years as the Company progresses
through this timeline.
Whistleblowing
The Group has adopted a formal whistleblowing policy which aims to promote a very open dialogue with
all its employees which gives every opportunity for employees to raise concerns about possible
improprieties in financial reporting or other matters.
Diversity
The Board are aware of its lack of diversity in its Board and senior management. It has an all male Board,
with one Moroccan Director. The Company also engages on a permanent basis a Moroccan senior
geological consultant, who forms part of the senior management team in Morocco. Despite this the
Company does not meet the board diversity targets as detailed out in Policy Statement PS 22/3 of the
Listing Rules and DTR requirements, on gender but meets it on ethnicity. The Board will seek to address
these issues going forward, however, the Board is conscious that the Group is small, with no employees
except Directors and the recruitment of a diverse Board in the immediate future may not be feasible owing
to the necessary expertise required.
Events after the reporting date
Events after the reporting date are as described in the Directors’ Report and Note 26 to the financial
statements.
Market Abuse Regulations
The Group is required to comply with article 18(2) of the Market Abuse Regulation (“MAR”) with
reference to insider dealing and unlawful disclosure of inside information. The LSE requires traded
companies to maintain insider lists as set out in the MAR. The Board has put in place a MAR compliance
process and this and the Company’s regulatory announcements are overseen by the Board of Directors.
This report was approved by the Board on 30 April 2026 and signed on its behalf by:
Charlie Long
Director
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
21
Report Of The Directors
The Directors present their report, together with audited consolidated financial statements for the year ended
31 December 2025 (with comparative figures for the twelve month period ended 31 December 2024).
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 2024.
The Company’s registered office is at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF.
Principal Activities
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.
Results and Dividends
The group loss for the year before taxation amounted to £2,258,457 (2024: Loss of £928,680). Cash held
by the Group as at 31 December 2025 was £88,929 (2024: £70,073).
The Directors do not recommend the payment of a dividend (2024: £Nil). The nature of the Group's business
means that it is unlikely that the Directors will recommend a dividend in the coming years. The Directors
believe the Group should seek to generate capital growth for its Shareholders. The Group may recommend
distributions at some future date when it becomes commercially prudent to do so, having regard to the
availability of the Group's distributable profits and the retention of funds required to finance future growth.
Directors’ and Officers’ Indemnity Insurance
During the financial year, the Group maintained insurance cover for its Directors and Officers under a
Directors’ and Officers’ liability insurance policy. The Group has not provided any qualifying indemnity
cover for the Directors.
Business Review, Future Developments and Key Performance Indicators
A review of the business, future developments and key performance indicators are outlined in the Strategic
and Corporate Governance Report.
Directors
The Directors who held office during the year under review, and as at the date of this report, were as follows:
Charles Oliver Long
Noureddine Sabraoui
Russell Thomson
Russell Tucker (appointed 23 May 2025)
Dominic Traynor (resigned 13 February 2026)
Géraud Moussarie (appointed 16 February 2026)
Directors’ interests
The beneficial interests of the Directors who held office at 31 December 2025 and their connected parties
in the share capital of the Company is included in the Remuneration report on pages 24-27.
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
22
Substantial shareholders
The Company has been notified of the following interests of 3 per cent. or more in its issued share capital
as at 7 April 2026:
Number of
Ordinary
shares
Percentage
of overall
holding
Gilini Holdings Ltd
74,674,326
21.86%
Directors’ remuneration
Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 24-27.
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. Further
details are given on this in note 3 to the financial statements.
Post Balance Sheet Events
These are detailed out in note 26 to the financial statements.
Financial Risk Management
These are detailed out in note 24 to the financial statements.
Provision of Information to Auditors
The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as
they are individually aware, there is no relevant audit information of which the Group’s auditor is unaware;
and each Director has taken all the steps that they ought to have taken as Director to make themselves aware
of any relevant audit information and to establish that the Group’s auditor is aware of that information.
PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to re-appoint
them will be proposed at the annual general meeting.
Corporate Governance
A report on Corporate Governance is set out in the Strategic Report.
Annual General Meeting
The Company will hold its Annual General Meeting in June 2026 at its registered offices. The date of this
will be communicated separately to shareholders.
Listing
The Company’s ordinary shares have been traded on the standard segment of the Main Market of the London
Stock Exchange since 19 March 2021, and transitioned to the single segment under the new Equity Shares
(transition) category effective 29 April 2024. Shard Capital Partners LLP is the Company’s broker.
Streamlined Energy and Carbon Reporting
This is referred to in the Strategic and Governance Report on pages 6-20.
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
23
Political and Charitable Contributions
The Company made a charitable donation of £nil in 2025 (2024: £nil). No political donations were made in
either year.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report, Report of the Directors, Remuneration Report
and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare consolidated financial statements for each financial year.
Under that law the Directors have elected to prepare the Group and Parent financial statements in accordance
with UK-adopted international accounting standards. Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of
the Group and the Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
Directors’ Responsibility Statement Pursuant to Disclosure and Transparent Rules
Each of the Directors, whose names and functions are listed on page 3 confirm that, to the best of their
knowledge and belief:
• The Financial Statements prepared in accordance with UK adopted international accounting standards
and give a true and fair view of the assets, liabilities, financial position and loss of the Group and
Company; and
• the Annual Report and Financial Statements, including the Business review (included in the Chair’s
Report), includes a fair review of the development and performance of the business and the position of
the Group and Company, together with a description of the principal risks and uncertainties that they
face.
This report was approved and authorised for issue by the Board on 30 April 2026 and signed on its behalf
by:
Charlie Long
Director
CRITICAL MINERAL RESOURCES PLC REMUNERATION REPORT
24
Directors’ Remuneration Report
The Company has an established Remuneration Committee. The Committee reviews the scale and structure
of the Directors’ fees, taking into account the interests of shareholders and the performance of the Group
and Directors.
The Company’s auditors, PKF Littlejohn LLP are required by law to audit certain disclosures and where
disclosures have been audited, they are indicated as such.
Statement of Critical Mineral Resources Plc’s policy on directors’ remuneration by the chair of the
Remuneration Committee
As chair of the Remuneration Committee I am pleased to introduce our Directors’ Remuneration Report.
One of the Remuneration Committee’s aims is to provide clear, transparent remuneration reporting for our
shareholders which adheres to the best practice corporate governance principles that are required for listed
organisations.
The Directors’ Remuneration Policy is set out below.
Directors’ remuneration packages are designed to motivate and retain Directors, as well as have regard for
similar jobs in comparable companies. They also take into consideration reward for individual performance
and enhancing value to shareholders. The performance of the Directors will be reviewed annually and an
increase in salary is awarded in line with this evaluation.
The executive Directors’ remuneration package includes a basic annual salary, an award of options and/or
shares in line with individual performances.
The key activities of the Remuneration Committee are:
• to determine and agree with the Board the framework or broad policy for the remuneration of the
Company's chair, chief executive, and such other members of the executive management as it is designated
to consider;
• in determining such policy, take into account all factors which it deems necessary including relevant legal
and regulatory requirements;
• recommend and monitor the level and structure of remuneration for senior management;
• when setting remuneration policy for directors, review and have regard to the remuneration trends across
the Company, and review the on-going appropriateness and relevance of the remuneration policy;
• obtain reliable, up-to-date information about remuneration in other companies;
• approve the design of, and determine targets for, any performance related pay schemes operated by the
Company and approve the total annual payments made under such schemes;
• ensure that contractual terms on termination, and any payments made, are fair to the individual, and the
Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
• oversee any major changes in employee benefits structures throughout the Company.
The Remuneration Committee comprised of two directors, with the Chair being Russell Thomson (and
Russell Tucker being the other member). Géraud Moussarie joined the Committee in 2026.
Remuneration Components
The Company remunerates directors in line with best market practice in the industry in which it operates.
The components of Director remuneration that are considered by the Board for the remuneration of directors
in future years are likely to consist of:
• Base salaries
• Pension and other benefits
• Share incentive arrangements
The Remuneration Committee do not consider it necessary to have maximum amounts of each remuneration
component.
CRITICAL MINERAL RESOURCES PLC REMUNERATION REPORT
25
The Company has previously established a workplace pension scheme, however, there are currently no active
members of this scheme. The Company has not paid out any excess retirement benefits to any Directors or
past Directors. The Company has not paid any compensation to past Directors. Amounts paid by the Group
in respect of Directors’ services and options issued for performance are shown in note 23 to the financial
statements.
Recruitment Policy
Base salary levels will consider market data for the relevant role, internal relativities, their individual
experience and their current base salary. For external and internal appointments, the Board may agree that
the Company will meet certain relocation and/or incidental expenses as appropriate.
Payment for Loss of Office
The Committee will honour the Executive Director’s contractual entitlements. Service contracts do not
contain liquidated damages clauses. If a contract is to be terminated, the Committee will determine such
mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and
its Executive Director or employees, providing for compensation for loss of office or employment that occurs
because of a takeover bid.
The Committee reserves the right to make additional payments where such payments are made in good faith
in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by
way of settlement or compromise of any claim arising in connection with the termination of an Executive
Director’s office or employment.
Service Agreements and Letters of Appointment
The Executive Director’s (Charlie Long) service agreement, dated 22 October 2022, is not for a fixed term
and may be terminated by the Company or the Executive Director by giving 6 months’ notice. The current
salary is set at £150,000 per annum (increased from £125,000 effective 1 August 2024).
The Executive Director’s (Noureddine Sabraoui) service agreement, dated 19 December 2023, is not for a
fixed term and may be terminated by the Company or the Executive Director by giving 3 months’ notice.
The current salary is set at £60,000 per annum for the parent company and Noureddine also received a salary
of £12,530 in the year from ARM. This was increased on the 1 January 2026 to give a combined salary of
£90,000.
Dominic Traynor’s original service agreement for Non-Executive services, dated 10 October 2022 was
replaced on the 17 July 2024 with a new service agreement in line with his role as an executive chairman to
the Company. This is not for a fixed term and may be terminated by the Company or the Directors by giving
6 months’ notice. The current fees are set at £90,000 per annum. It was terminated by the Company after
the resignation of Dominic Traynor on 13 February 2026.
The Non-Executive Director, Russell Thomson, has a service agreement, dated 10 October 2022, with an
appointment period of minimum three years, and thereafter until terminated by either party not giving less
than one months’ prior written notice. The current fees paid are £24,000.
The Non-Executive Director, Russell Tucker, has a service agreement, dated 3 June 2025, with an
appointment period of minimum three years, and thereafter until terminated by either party not giving less
than one months’ prior written notice. The current fees paid are £36,000, which are paid directly to Gilini
Holdings Limited, who are a significant shareholder in the Company. These were reduced on the 1 January
2026 to £24,000.
The Independent Chair, Géraud Mousarrie, has a service agreement, dated 16 February 2026, with an
appointment period of minimum three years, and thereafter until terminated by either party not giving less
than one months’ prior written notice. The current fees paid are £43,000.
The terms of all Directors’ appointments are subject to their re-election by the Company’s shareholders at
any Annual General Meeting at which the Directors stand for re-election on rotation.
CRITICAL MINERAL RESOURCES PLC REMUNERATION REPORT
26
Director’s Remuneration - (audited)
The table below sets out the remuneration received by the Directors for the year ended 31 December 2025
and 31 December 2024:
Year ended 31 December 2025
Year ended 31 December 2024
Salary/
Fees
£
Benefits
in kind
£
TOTAL
£
Amounts
outstanding
at year end
£
TOTAL
£
Change
year on
year
%
Executive directors:
Charlie Long
150,000
4,010
154,010
3,688
147,077
5%
Noureddine Sabraoui
73,322
-
73,322
-
72,530
1%
Dominic Traynor
90,000
-
90,000
18,330
51,500
75%
313,322
4,010
317,332
22,018
271,107
17%
Non-executive directors:
Russell Tucker
1
21,995
21,995
-
-
N/A
Russell Thomson
24,000
-
24,000
2,000
24,000
0%
45,995
-
45,995
2,000
24,000
0%
TOTAL
359,317
4,010
363,327
24,018
295,107
23%
1
Appointed as a Director on 23 May 2025
Statement of Directors’ Shareholding and Share Interests (audited)
The beneficial interests of the Directors who held office at any time during the year and their connected
parties in the share capital of the Company is shown below:
2025 number of
Ordinary shares
2025 number of
share options
2024 number of
Ordinary shares
2024 number of
share options
Charles Oliver Long
2,557,605*
1,500,000
2,203,605
1,500,000
Noureddine Sabraoui
2,203,605
-
2,203,605
-
Russell Thomson
6,734,535
450,000
6,734,535
450,000
Dominic Traynor
2,853,605
450,000
2,853,605
450,000
Russell Tucker
285,644*
-
-
-
*Movements in the year represent purchases made by the Directors in the market during the year.
Equity Incentive Scheme
On 22 July 2024, the Company issued equity to the Directors under the Company Equity Incentive Scheme
and these were valued at the share price on the date of their Admission. The Scheme was constituted to
incentivise eligible employees and further align their interests with those of shareholders with performance
conditions relating to a long-term and sustainable increase in the value of the Company.
The total number of shares granted to an eligible employee will be divided by three - referred to as the first,
second and third tranches. The first tranche will be released from forfeiture obligations if after 12 months
the share price is 2.5p or higher, the second tranche will be released from forfeiture obligations if, after 24
months the share price is 3.5p or higher, and the third tranche will be released from forfeiture obligations if
after 36 months the share price is 5.0p or higher.
Share Options
On 25 November 2022, the Company granted options over a total of 4,400,000 Ordinary shares of 1 pence
each in the capital of the Company with an exercise price of 7.5 pence per Ordinary share.
The Options will vest in three instalments and will have an exercise period of five years. The first tranche
will vest when the closing mid-market share price reaches 7.5 pence or above for three consecutive trading
days. The second tranche will vest when the share price reaches 12.5 pence. The third tranche will vest when
the share price reaches 17.5 pence. None of these options vested in the year.
CRITICAL MINERAL RESOURCES PLC REMUNERATION REPORT
27
The Remuneration Committee approved the issuance of these share option grants to incentivise and retain
the Directors, who are considered key to enhancing the future market value of the Company and notes the
premium of the exercise price relative to the current share price.
Relative Importance of Spend on Pay
The table below illustrates the year-on-year change in total remuneration compared to distributions to
shareholders and operational cash flow for the financial periods ended 31 December 2025 and 2024:
Distributions to
shareholders
Total directors
and employee pay
Operational cash
outflow
£
£
£
Year ended 31 December 2025
Nil
367,026
865,230
Year ended 31 December 2024
Nil
295,107
749,467
Total employee pay includes wages and salaries, social security costs and pension cost for employees in
continuing operations. Further details on employee remuneration are provided in note 8. Operational cash
outflow has been shown in the table above as cash flow monitoring and forecasting is an important
consideration for the Remuneration Committee and Board of Directors when determining cash-based
remuneration for directors and employees.
Historical Share Price Performance Comparison
The Directors have considered the requirement for a UK performance graph comparing the Company’s
relative shareholder return with that of a comparable indicator. The comparable indicator chosen is a peer
group index compiled by the Company, consisting of companies in the same industry classification on
London’s AIM and Main Market lists. The peer group index has the following constituents: Mkango
Resources LTD, Kore Potash PLC, Xtract Resources PLC, Beowulf Mining PLC, Chesterfield Resources
PLC, Power Metal Resources PLC and Harvest Minerals Limited, all mining exploration and development
companies under a £30m market value. The chart below illustrates the Company’s share price performance
from 1 January 2023 to 31 December 2025 compared to this relevant small cap mining peer group index.
Consideration of Shareholder Views
The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback,
plus any additional feedback received from time to time, is considered as part of the Company’s annual
policy on remuneration.
Approved on behalf of the Board of Directors.
Russell Thomson
Chair of Remuneration Committee
30 April 2026
CRITICAL MINERAL RESOURCES PLC
28
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CRITICAL MINERAL
RESOURCES PLC
Opinion
We have audited the financial statements of Critical Mineral Resources plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated Statement
of Profit or Loss and Other Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated
and Parent Company Statements of Cash Flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international accounting standards and as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion, the financial statements:
• the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have been properly prepared in accordance with UK-
adopted international accounting standards and as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 3 in the financial statements, which indicates that the Group and Company are not
currently generating revenues and have incurred operating losses, which are expected to continue over the
12‑month period following approval of the financial statements. The Company remains reliant on securing
additional external financing to meet its ongoing working capital and project funding requirements. As the
timing and availability of such future funding are not wholly within the Group’s control, this gives rise to a
material uncertainty that may cast significant doubt on the Group’s and Company’s ability to continue as a
going concern. As stated in note 3, these events or conditions indicate that a material uncertainty exists that
may cast significant doubt on the Group and Company’s ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included:
• critically reviewing the cashflow forecasts and budgets prepared by management for the 12 month
period to 30 April 2027, corroborating and providing challenge to key assumptions and inputs used;
• comparing forecast expenditures to current year actual results and corroborating any significant
variances;
CRITICAL MINERAL RESOURCES PLC
29
• comparing historic forecasts to the actual results in the year to assess the accuracy of the forecasting
process;
• reviewing post year-end bank statements and management information to ascertain the Group’s and
the Company’s latest cash position and post year-end performance; and
• reviewing disclosures made in the financial statements in relation to going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements. At the planning stage materiality is used to determine the financial statement areas that are
included within the scope of our audit. Materiality applied to the group financial statements was £43,000
(2024: £50,000) with performance materiality set at £30,100 (2024: £35,000). Materiality has been
determined by using a benchmark of 2% of total assets (2024: 5% of loss before tax). This is deemed to be
the most relevant benchmark as the group has a significant asset balance by year end due to the acquisition
of the joint venture, which is the most meaningful balance to shareholders.
We agreed with the audit committee that we would report to them all audit differences identified during the
course of our audit in excess of £2,150 (2024: £2,500) for the group. We also agreed to report any other audit
misstatements below that threshold that we believe warranted reporting on qualitative grounds.
Materiality applied to the parent company’s financial statements was £41,400 (2024: £45,000), with
performance materiality set at £29,000 (2024: £32,000). Materiality has been determined by using 2% of
total assets (2024: 5% of loss before tax) for the reasons noted above. We agreed with the audit committee
that we would report all individual audit differences identified during the course of our audit in excess of
£2,150 (2024: £2,250) together with any other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds. We also performed specific scope audit procedures of certain
account balances and classes of transaction within the group’s 80% owned subsidiary, Atlantic Research
Minerals SARL, using a performance materiality of £16,150 based on a proportionate allocation of group
performance materiality.
A benchmark of 70% (2024: 70%) was applied when calculating the performance materiality for our audit
of the group and parent company financial statements, as we believe that this provides sufficient coverage
of significant and residual risks.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the risk of material misstatement
in the financial statements. In particular, we assessed the areas requiring the management to make subjective
judgements, for example in respect of significant accounting estimates and judgements including the
carrying value and recoverability of investments in subsidiary and the joint venture acquired in the year, the
accounting treatment of the joint venture, and the accounting treatment and valuation of the convertible loan
notes issued in the year. We also addressed the risk of management override of internal controls, including
evaluating whether there was evidence of bias by management that represented a risk of material
misstatement due to fraud.
A full scope audit was performed on the parent company and specific scope audit work on the group’s 80%
owned subsidiary, with the key accounting function for both being located in the United Kingdom (2024:
United Kingdom).
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
CRITICAL MINERAL RESOURCES PLC
30
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section of our report,
we have determined the matters described below to be the key audit matters to be communicated in our
report.
Key Audit Matter
How our scope addressed this matter
Carrying value and recoverability of
investments in subsidiaries and intercompany
loans (parent company) (Note 13)
As at 31 December 2025, the Company’s
investment in its subsidiary and related loans,
treated as part of the net investment in
subsidiaries, have a carrying value of £191k,
relating to the net investment in its 80% owned
subsidiary, Atlantic Research Minerals Sarl.
Given the continuing losses, there is a risk that
the investments in subsidiary and related
receivable balances are not recoverable in full.
As a result of the significant judgement
required by management in determining the
recoverability of the net investment in
subsidiaries, we consider this to be a Key audit
matter.
Our work in this area included the following:
- Verifying ownership of investments in
subsidiaries as at 31 December 2025;
- Considering whether indicators of
impairment are present in accordance with
IAS 36;
- Reviewing the carrying value of these
balances against the value of underlying
assets held by the subsidiaries, as well as
the progress achieved to date in respect of
licencing and future work plans; and
- Ensuring disclosures made in the financial
statements in relation to critical accounting
judgements are adequate.
Key observations:
Based on the procedures performed, we did not
identify indicators of impairment to the year-end
carrying value.
Accounting treatment and valuation of joint
venture (group and parent company) (Note 14)
The Agadir Melloul joint venture (‘JV’)
arrangement was entered into during the year.
At year end, the company legally owns 10% of
the JV, but has paid up to 20%, with the
potential to eventually own up to 60% after
hitting specific milestones.
The applicable standard is IAS 28, which sets
out the criteria for determining whether an
investor has significant influence or joint
control. There is a risk that the requirements of
IAS 28 are not met and that the arrangement
has been inappropriately classified in the
financial statements.
The carrying value of the investment in JV is
£2.0m at year end. The recoverability of the
investment is reliant on the future success of its
exploration projects, which is inherently
Our work in this area included the following:
- Obtaining and reviewing the joint venture
agreement to confirm the legal ownership
percentage at year end and understand the
terms relating to potential future increases
in ownership;
- Verifying the cost of investment, tracing
contributions to bank statements;
- Inspecting joint venture agreement for key
appointments including board appointment
rights and earn in milestones to assess
whether the Company has joint control, as
set out under IAS 28 and IFRS 11;
CRITICAL MINERAL RESOURCES PLC
31
uncertain given their current stage of
development. There is a risk that the value is
not recoverable and should be impaired.
As a result of the significant judgement
required by management in determining the
classification and valuation of the Investment in
JV, we consider this to be a Key audit matter.
- Inquiring of management to understand the
extent of involvement in operational and
strategic decisions of the joint venture;
- Assessing whether the arrangement meets
the definition of a joint venture in
accordance with the requirements of IAS 28
and IFRS 11, considering both legal rights
and the substance of decision‑making
processes;
- Recalculating the Group’s share of profit or
loss to ensure accuracy of
equity‑accounting;
- Considering whether indicators of
impairment are present in accordance with
IAS 36;
- Reviewing the carrying value of the balance
against the value of underlying assets held
by the joint venture, including
consideration of the progress at its
underlying licence areas, as well as the
progress achieved to date in respect of
licencing and future work plans; and
- Reviewing the accounting policies and
related disclosure notes in the financial
statements to ensure these are in accordance
with IFRS.
Key observations:
Based on the procedures performed, we did not
identify indicators of impairment to the year-end
carrying value of the JV. We are satisfied the
accounting treatment is appropriate and in
accordance with IAS 28.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
CRITICAL MINERAL RESOURCES PLC
32
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the
preparation of the group and parent company financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and company financial statements, the directors are responsible for assessing the
group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either intend
to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate
to identify laws and regulations that could reasonably be expected to have a direct effect on the
CRITICAL MINERAL RESOURCES PLC
33
financial statements. We obtained our understanding in this regard through discussions with
management and component auditor, industry research, application of cumulative audit knowledge
and experience of the sector.
• We determined the principal laws and regulations relevant to the company in this regard to be those
arising from:
o Companies Act 2006;
o Listing Rules;
o Disclosure Guidance and Transparency Rules;
o UK tax and employment law; and
o Anti-bribery and money laundering regulations.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the company with those laws and regulations. These procedures
included, but were not limited to:
o Making enquiries of management;
o Obtaining and reviewing the certificate of good standing in relation to the group's
subsidiaries in Morocco;
o Reviewing legal and professional fees to understand the nature of the costs and the
existence of any non-compliance with laws and regulations; and
o Reviewing minutes of meetings of those charged with governance and Regulatory News
Service announcements.
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that the potential for management bias was identified in relation
to the carrying value of the investments in subsidiaries as well as the accounting treatment and
valuation of the joint venture. We addressed this by challenging the assumptions and judgements
made by management in relation to this balance. The work performed on this area is disclosed in
the Key Audit Matters section above.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls
by performing audit procedures which included, but were not limited to: the testing of journals;
reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the events
and transactions reflected in the financial statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error,
as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the Board of Directors on 9 February 2021 to audit the financial statements for the
period ending 30 November 2018. Our total uninterrupted period of engagement is 8 years, covering the
periods ending 30 November 2018 to 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent
company and we remain independent of the group and the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
CRITICAL MINERAL RESOURCES PLC
34
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Imogen Massey (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 5RE
30 April 2026
CRITICAL MINERAL RESOURCES PLC
35
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Year ended | Year ended | ||
31 December | 31 December | ||
2025 | 2024 | ||
Notes | £ | £ | |
Continuing operations: | |||
Administrative expenses | 6 | ( | ( |
Operating loss | ( | ( | |
Interest income | |||
Finance costs | 7 | ( | ( |
Share of net loss of investments accounted for using the equity method | 14 | ( | |
Loss before taxation | ( | ( | |
Income tax expense | 9 | ||
Loss after taxation | ( | ( | |
Total loss from continuing operations | ( | ( | |
Loss from discontinued and disposed operations | ( | ||
Loss for the year | ( | ( | |
Total loss is attributable to: | |||
Owners of Critical Mineral Resources plc | ( | ( | |
Non-controlling interests | ( | ( | |
( | ( | ||
Other comprehensive income: | |||
Items that may be reclassified to profit or loss: | |||
Exchange differences on translation of continuing operations | 20 | ( | |
Total comprehensive loss for the year | ( | ( | |
Total comprehensive loss is attributable to: | |||
Owners of Critical Mineral Resources plc | ( | ( | |
Non-controlling interests | ( | ( | |
( | ( | ||
Total comprehensive loss attributable to Owners of Critical Mineral Resources plc: | |||
Continuing operations | ( | ( | |
Discontinued operations | ( | ||
( | ( | ||
Earnings per share: | |||
Total basic and diluted loss per share (£): | |||
Continuing operations | 10 | ( | ( |
Continuing and discontinued operations | 10 | ( | ( |
The accounting policies and notes on pages 42 to 68 form part of these consolidated financial statements.
CRITICAL MINERAL RESOURCES PLC
36
Consolidated Statement of Financial Position
Company number: 11043077
As at | As at | ||
31 December | 31 December | ||
2025 | 2024 | ||
ASSETS | Notes | £ | £ |
Non-current assets | |||
Intangible fixed assets | 11 | ||
Tangible fixed assets | 12 | ||
Equity accounted investees | 14 | ||
Total non-current assets | |||
Current assets | |||
Other receivables | 15 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
LIABILITIES | |||
Non-current liabilities | |||
Convertible loan notes | 16 | ( | |
Derivative financial liabilities | 16 | ( | |
Lease liabilities | 17 | ( | ( |
Total non-current liabilities | ( | ( | |
Current liabilities | |||
Trade and other payables | 16 | ( | ( |
Convertible loan notes | 16 | ( | ( |
Lease liabilities | 16 | ( | ( |
Total current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net liabilities | ( | ( | |
EQUITY | |||
Share capital | 18 | ||
Share premium | 18 | ||
Paid in share capital | 18 | ||
Other equity | 20 | ||
Share-based payments reserve | 20 | ||
Foreign exchange reserve | 20 | ( | |
Retained earnings | ( | ( | |
Capital and reserves attributable to owners of Critical | |||
Mineral Resources plc | ( | ( | |
Non-controlling interests | ( | ( | |
Total equity | ( | ( |
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
CRITICAL MINERAL RESOURCES PLC
37
Parent Company Statement of Financial Position
Company number: 11043077
As at
31 December
As at
31 December
2025
2024
ASSETS
Notes
£
£
Non-current assets
Tangible fixed assets
12
29,073
54,699
Investments in subsidiaries
13
190,976
107,881
Equity accounted investees
14
1,965,304
-
Total non-current assets
2,185,353
162,580
Current assets
Other receivables
15
39,721
100,665
Intercompany short term
15
5,770
75,062
Cash and cash equivalents
76,668
9,188
Total current assets
122,159
184,915
Total assets
2,307,512
347,495
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
(206,693)
(238,787)
Convertible loan notes
16
(466,378)
(215,560)
Lease liabilities
16
(19,410)
(23,584)
Total current liabilities
(692,481)
(477,931)
Total liabilities
(3,162,843)
(512,911)
Net liabilities
(855,331)
(165,416)
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
Retained earnings
(9,578,921)
(7,384,178)
Total equity
(855,331)
(165,416)
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by
choosing not to present its individual Statement of Comprehensive Income and related notes that form
part of these approved financial statements.
The Company’s loss for the period from operations is £2,194,743 (2024: loss of £855,675).
The accounting policies and notes on pages 42 to 68 form part of these 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
CRITICAL MINERAL RESOURCES PLC
38
Consolidated Statement of Changes in Equity
Share- | Non- | ||||||||
Paid in | Other | based | Foreign controllin | ||||||
Share | Share | share | equity | payment | Retained exchange | g | |||
capital | premium | capital | reserve | earnings | reserve | interests | Total | ||
£ | £ | £ | £ | £ | £ | £ | £ | £ | |
Balance as at 31 | |||||||||
December 2023 | ( | ( | ( | ||||||
Comprehensive income | |||||||||
Loss for the year | ( | ( | ( | ||||||
Exchange differences | |||||||||
on translation of foreign operations | ( | ( | |||||||
Total comprehensive income for the year | ( | ( | ( | ( | |||||
Transactions with owners in their capacity as owners | |||||||||
Issue of shares | |||||||||
Gifted shares issued | |||||||||
Cost of shares issued | ( | ( | |||||||
Warrant charge | |||||||||
Share-based payments | |||||||||
Lapsed warrants | ( | ||||||||
Total transactions | |||||||||
with owners | |||||||||
recognised directly in equity | |||||||||
Balance as at 31 | |||||||||
December 2024 | ( | ( | ( | ( | |||||
Comprehensive income | |||||||||
Loss for the year | ( | ( | ( | ||||||
Exchange differences | |||||||||
on translation of foreign operations | |||||||||
Total comprehensive income for the year | ( | ( | ( | ||||||
Transactions with owners in their capacity as owners | |||||||||
Issue of shares | |||||||||
Gifted shares issued | |||||||||
Shares paid and not issued | |||||||||
Share-based payments | |||||||||
Equity components of CLNs | |||||||||
Total transactions | |||||||||
with owners | |||||||||
recognised directly in equity | |||||||||
Balance as at 31 | |||||||||
December 2025 | ( | ( | ( |
CRITICAL MINERAL RESOURCES PLC
39
Parent Company Statement of Changes in Equity
Share
capital
Share
premium
Paid in
Share
capital
Other
equity
Share-
based
payment
reserve
Retained
earnings
Total
£
£
£
£
£
£
£
Balance as at 31 December
2023
612,113
5,840,002
-
-
34,584
(6,540,236)
(53,537)
Comprehensive income
Loss for the year
-
-
-
-
-
(855,675)
(855,675)
Total comprehensive
income for the year
-
-
-
-
-
(855,675)
(855,675)
Transactions with owners
recognised directly in equity
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
(7,384,178)
(165,416)
Comprehensive income
Loss for the year
-
-
-
-
-
(2,194,743)
(2,194,743)
Total comprehensive
income for the year
-
-
-
-
-
(2,194,743)
(2,194,743)
Transactions with owners
recognised directly in equity
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 Dec 2025
1,922,881
6,189,575
296,765
263,721
50,648
(9,578,921)
(855,331)
CRITICAL MINERAL RESOURCES PLC
40
Consolidated Statement of Cash Flows
Year ended | Year ended | ||
31 December | 31 December | ||
2025 | 2024 | ||
Notes | £ | £ | |
Cash flow from operating activities | |||
Loss for the period before taxation | ( | ( | |
Adjustments for: | |||
Finance costs | 7 | ||
Interest income | ( | ( | |
Foreign exchange movements | ( | ||
Share of joint venture losses | 14 | ||
Share-based payments | 21 | ||
ECL provision | |||
Depreciation | 12 | ||
Operating cash flows before movements in working capital | ( | ( | |
Decrease/(increase) in trade and other receivables | ( | ||
Decrease in trade and other payables | ( | ( | |
Net cash used in operating activities | ( | ( | |
Cash flow from investing activities | |||
Payments for investments in joint ventures | 14 | ( | |
Net cash outflow from investing activities | ( | ||
Cash flow from financing activities | |||
Proceeds from issue of shares | 18 | ||
Proceeds from shares still to be issued | 21 | ||
Proceeds from issue of gifted shares | 19 | ||
Cost of share issue | 18 | ( | |
Finance lease payments | 17 | ( | ( |
Interest paid | 17 | ( | ( |
Interest and income received | |||
Proceeds from CLNs | 16 | ||
Net cash inflow from financing activities | |||
Net increase in cash and cash equivalents | |||
Cash and cash equivalent at beginning of period | |||
Cash and cash equivalent at end of period |
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.
CRITICAL MINERAL RESOURCES PLC
41
Parent Company 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
(2,194,743)
(855,675)
Adjustments for:
Finance and other income
-
(11,062)
Finance costs
7
1,339,976
38,203
Depreciation
12
25,626
25,626
ECL provision
14
-
106,263
Share-based payments
21
11,426
111,861
Foreign exchange movement
57
6,525
Operating cash flows before movements in
working capital
(817,658)
(578,259)
Decrease/(increase) in trade and other receivables
60,944
(66,998)
Decrease in trade and other payables
(38,611)
(16,933)
Net cash used in operating activities
(795,325)
(662,190)
Cash flow from investing activities
Investment in subsidiaries through cash advances
13
(47,746)
(147,243)
Investment in joint ventures
14
*(1,924,901)
-
Net cash outflow from investing activities
(1,972,647)
(147,243)
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
-
4,471
Proceeds from CLNs
16
1,737,474
575,000
Net cash inflow from financing activities
2,835,452
795,255
Net increase/(decrease) in cash and cash
equivalents
67,480
(14,178)
Cash and cash equivalent at beginning of period
9,188
23,366
Cash and cash equivalent at end of period
76,668
9,188
Significant non-cash transactions
The only significant non-cash transactions in either year are set out in notes 18 and 19.
*An additional £40,403 was directly funded by ARM taking the overall cash investment to £1,965,304.
The accounting policies and notes on pages 42 to 68 form part of these financial statements.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
42
Notes to the Consolidated Financial Statements
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
43
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
44
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
46
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
47
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
48
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
49
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
50
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
51
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
52
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
53
Year ending 31 | (Continuing operations) | (Continuing operations) | |
December 2025 | Corporate and | Mineral exploration | |
Administrative (UK) | (Morocco) | ||
£ | £ | TOTAL | |
£ | |||
Operating loss from total | |||
operations before and after taxation | (2,184,926) | (73,531) | (2,258,457) |
Segment total assets – | |||
(net of investments in subsidiaries) | 143,671 | 2,005,699 | 2,149,370 |
Segment liabilities | (3,156,326) | (9,714) | (3,166,040) |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
54
Year ending 31 | (Continuing | (Continuing | (Discontinued | |
December 2024 | operations) | operations) | operations) | |
Corporate and | Mineral | Mineral | ||
Administrativ | exploration | exploration | ||
e (UK) | (Morocco) | (Cyprus) | TOTAL | |
£ | £ | £ | £ | |
Operating loss from total | ||||
operations before and after taxation | (749,412) | (73,005) | (106,263) | (928,680) |
Segment total assets – | ||||
(net of investments in subsidiaries) | 166,883 | 77,753 | - | 244,636 |
Segment liabilities | (512,912) | (6,195) | - | (519,107) |
6. EXPENSES BY NATURE
(Continuing operations)
Year ended 31 | Year ended 31 | |
December 2025 | December 2024 | |
£ | £ | |
Wages and salaries (see note 8) | 387,815 | 417,478 |
Share-based payment (see note 21) | 11,426 | 16,371 |
Legal and professional fees | 306,432 | 194,463 |
Travel | 41,642 | 30,511 |
Office and sundry expenditure | 23,964 | 30,675 |
Insurance | 13,990 | 16,141 |
Regulatory fees | 87,235 | 61,391 |
Exchange rate variance | 30,168 | - |
Depreciation | 25,626 | 25,626 |
928,298 | 792,656 |
During the year the Group obtained the following services from their auditors and its associates:
Year ended 31 | Year ended 31 | |
December 2025 | December 2024 | |
£ | £ | |
Fees payable to the Company’s auditor and its associates in relation to the audit of the parent | ||
company and consolidated financial statements | 54,000 | 51,800 |
54,000 | 51,800 |
7. FINANCE COSTS
Year ended 31 | Year ended 31 | |
December 2025 | December 2024 | |
£ | £ | |
Day-one loss on initial recognition of CLN | 588,825 | - |
Finance costs – effective interest rate on host debt | 137,989 | - |
Fair value loss on embedded conversion options | 585,016 | - |
Other interest payable | 28,146 | 38,203 |
1,339,976 | 38,203 |
(See note 16 for further details on the accounting treatment for the CLNs)
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
55
2025 | 2024 | |
Operations | 1 | - |
Corporate and administration | 4 | 4 |
5 | 4 |
Year ended 31 | Year ended 31 | |
December 2025 | December 2024 | |
£ | £ | |
Wages and salaries | 367,026 | 305,663 |
Social security costs | 20,789 | 16,325 |
Equity incentive plan (see note 21) | - | 95,490 |
387,815 | 417,478 |
Year ended | Year ended | |
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Loss before tax | (2,258,457) | (928,680) |
Tax at the applicable rate of 25% (2023:22%) | (569,026) | (236,551) |
Disallowed expenses at 25% | 20,206 | 33,942 |
Losses for which no deferred tax is recognised | (548,820) | (202,609) |
Total tax charge | - | - |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
56
Year ended | Year ended | |
31 December 2025 | 31 December 2024 | |
Total loss for the year (£) | (2,258,457) | (822,417) |
Weighted average number of Ordinary shares* | 160,927,331 | 71,072,477 |
Total loss per Ordinary share (£) | (0.014) | (0.012) |
Continuing and discontinued operations: | ||
Total loss for the year (£) | (2,258,457) | (928,680) |
Weighted average number of Ordinary shares | 160,927,331 | 71,072,477 |
Total loss per Ordinary share (£) | (0.014) | (0.013) |
Exploration and | |
Evaluation assets | |
Cost and Carrying Value | £ |
At 1 January 2025 | 2,331 |
Additions | - |
At 31 December 2025 | 2,331 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
57
Group and Company | Vehicles £ | Total Assets £ |
Cost | ||
At 1 January 2025 | 102,504 | 102,504 |
At 31 December 2025 | 102,504 | 102,504 |
Accumulated depreciation | ||
At 1 January 2025 | (47,805) | (47,805) |
Depreciation charge for the year | (25,626) | (25,626) |
At 31 December 2025 | (73,431) | (73,431) |
Net book value | ||
At 31 December 2024 | 54,699 | 54,699 |
At 31 December 2025 | 29,073 | 29,073 |
Company | £ | £ | £ |
Cost and net book amount | Investments | Capital | Total |
Contributions | |||
At 1 January 2025 | 7,974 | 99,907 | 107,881 |
Incorporation of a new subsidiary | 6,460 | - | 6,460 |
Capital contributions | - | 47,746 | 47,746 |
Reclassification from short term loans | - | 28,889 | 28,889 |
At 31 December 2025 | 14,434 | 176,542 | 190,976 |
Name | Principal activity | Place of incorporation | % owned |
and operation | subsidiary | ||
Atlantic Research Minerals | |||
SARL (“ARM”) | Mineral exploration | Morocco | 80% |
Atlantic Geo-Services SARL | |||
(“Geo-Services”) | Dormant | Morocco | 80% |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
58
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
59
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
60
Initial recognition by | Cash | Loan – | Conversion | Conversion | Warrants | Day-one | |
tranche | received | host debt | option | right | (Equity) | P&L loss | |
(FVTPL) (Equity) | |||||||
£ | £ | £ | £ | £ | £ | ||
First Tranche £425,000 | 425,000 | 89,098 | 310,250 | - | 25,652 | - | |
Second Tranche £500,000 | 500,000 | 329,383 | 140,437 | - | 30,180 | - | |
Third Tranche £350,000 | 350,000 | - | 917,699 | - | 21,126 | (588,825) | |
USD CLNs £462,474 | 462,474 | 405,278 | - | 57,196 | - | - | |
Total | 1,737,474 | 823,759 | 1,368,386 | 57,196 | 76,958 | (588,825) | |
Loan (host | Conversion | Conversion | Warrants | |
debt) | option | right | (Equity) | |
(FVTPL) | (Equity) | |||
£ | £ | £ | £ | |
First Tranche £425,000 | 139,212 | 721,443 | - | 25,652 |
Second Tranche £500,000 | 356,158 | 515,448 | - | 30,180 |
Third Tranche £350,000 | - | 716,512 | - | 21,126 |
USD CLNs £462,474 | 466,378 | - | 57,196 | - |
Total | 961,748 | 1,953,403 | 57,196 | 76,958 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
61
2025 | 2024 | |
£ | £ | |
CLN’s - host debt at amortised cost (within one year) | 466,378 | 215,560 |
CLN’s - host debt at amortised cost (after one year, note 17) | 495,370 | - |
Embedded conversion options at FVTPL (after one year, note 17) | 1,953,403 | - |
2,448,773 | - | |
Equity – CLN equity reserve (other equity) | 57,196 | - |
Equity – Warrant reserve (other equity) | 76,958 | - |
134,154 |
P&L impact for the year ended 31 December 2025 | £ |
Day-one loss on initial recognition (Third Tranche £350,000)* | 588,825 |
Finance costs – effective interest rate unwind on host debt** | 137,989 |
Fair value loss on embedded conversion options at FVTPL*** | 585,016 |
Total charge to profit or loss | 1,311,830 |
£ | |
Face value of notes issued 2024 | 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 |
Interest expense on Convertible loan notes (2024)** | 21,923 |
237,483 | |
Convertible loan notes (2024) converted | (237,483) |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
62
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
CLN’s – long term (see note 16) | 2,448,773 | - | 2,448,773 | - |
Lease liabilities | 21,589 | 34,980 | 21,589 | 34,980 |
2,470,362 | 34,980 | 2,470,362 | 34,980 |
Company and Group | |
£ | |
Opening lease liabilities | 58,564 |
Interest expense | 6,222 |
Lease payments | *(23,787) |
Short and long term lease liabilities | 40,999 |
Number of | Share | Total | ||
Ordinary | Share capital | premium | ||
shares | £ | £ | £ | |
As at 31 December 2024 | 114,931,771 | 1,149,318 | 5,913,081 | 7,062,399 |
Issued 28 March 2025 | 20,459,728 | 204,597 | 20,460 | 225,057 |
Issued 26 June 2025 | 56,896,552 | 568,966 | 256,034 | 825,000 |
Movement | 77,356,280 | 773,563 | 276,494 | 1,050,057 |
Less share issue costs | - | - | - | - |
As at 31 December 2025 | 192,288,051 | 1,922,881 | 6,189,575 | 8,112,456 |
Paid in Share Capital | 296,765 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
63
Other equity | |||
Number of gifted | Price | (see note 20) | |
shares | £ | £ | |
As at 31 December 2024 | 1,129,592 | - | 117,141 |
Gifted shares issued on 28 March 2025 | (1,129,592) | 0.011 | 12,426 |
As at 31 December 2025 | - | - | 129,567 |
Foreign exchange | Share-based | Other equity | |
reserve | payments reserve | reserve | |
£ | £ | £ | |
As at 31 December 2024 | (6,358) | 39,222 | 117,141 |
Foreign exchange movements Group | 11,430 | - | - |
Foreign exchange movements NCI | (406) | - | - |
Share option charge (note 21) | - | 11,426 | - |
Funds received for Gifted shares (note 19) | 12,426 | ||
Equity components of CLNs (note 16) | - | - | 134,154 |
As at 31 December 2025 | 4,666 | 50,648 | 263,721 |
21. WARRANTS AND SHARE-BASED PAYMENTS
The following table sets out the movement of warrants during the year, no warrants were exercised
during either year:
Number of | Exercise price | |
warrants | (pence) | |
As at 31 December 2024 | 27,227,273 | 1.3p |
Issued in the year – Broker warrants 2024 | 1,095,653 | 1.25p |
Issued in the year – Gilini CLN warrants | 19,318,182 | 1.3p |
As at 31 December 2025 | 47,641,108 | 1.3p |
The weighted average exercise price of the warrants at the year end is £0.013 (2024: £0.013). The
weighted average life of the warrants at the year end is 2.14 years (2024: 2.56 years).
In February 2026, a warrant holder exercised 17,045,455 warrants, these funds of £296,765 were paid
into the Company before year end. As part of the February equity raise, the Company issued a further
129,999,995 warrants with an exercise price of £0.045 and an expiry date of 3 February 2029. 5,444,444
Broker warrants were also issued with an exercise price of £0.0225 and expiry date of 3 February 2029.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64
Date of Issue | Reason for issue | No. of | Exercise price | Remaining |
warrants | pence per share | life in years | ||
16 July 2024 | CLN 1 Warrants to CLN holders | 22,727,273 | 1.3p | 1.5 |
16 July 2024 | Broker Warrants- services | 1,090,909 | 1.1p | 1.5 |
20 September 2024 | CLN 2 Warrants to CLN holders | 3,409,091 | 1.3p | 1.5 |
19 March 2024 | Broker Warrants 2024 | 1,095,653 | 1.25p | 1.7 |
7 March 2025 | Gilini CLN Warrants | 19,318,182 | 1.3p | 3.0 |
47,641,108 |
Broker Warrants - services | |
Share price | 1.35p |
Exercise price | 1.1p |
Expected life | 3 years |
Volatility | 99.4% |
Risk-free interest rate | 3.9% |
Expected dividends | - |
Fair values | £4,945 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
65
22. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have
been eliminated on consolidation.
Funding provided directly to the subsidiaries by the parent company during the year are as follows:
ARM £47,746 (2024: £147,243)
Transactions with Directors:
Remuneration due and paid and share options granted to the Directors is disclosed in the Remuneration
Report on pages 22 to 25.
On 17 June 2025, the Company acquired 80% of the share capital of Geo-Services a company
incorporated in Morocco for £6,460 on this date. The company was dormant in the year. Noureddine
Sabraoui owned 20% of this company on incorporation.
Noureddine Sabraoui received a £24,728 loan from the company during the year to support pilot
commodity trading activities. The loan was repaid in full within the year and carried an effective interest
rate of 35%.
Transactions with Joint Ventures:
As disclosed in note 14 above.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66
Group | Company | |||
Financial assets measured | As at | As at | As at | As at |
at amortised cost: | 31 December | 31 December | 31 December | 31 December |
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
Trade and other receivables | 44,114 | - | 17,422 | 75,061 |
Cash and cash equivalents | 88,929 | 70,073 | 76,668 | 9,188 |
133,043 | 70,073 | 94,090 | 84,249 | |
Current Liabilities | Group | Company | ||
Financial liabilities | As at | As at | As at | As at |
measured at amortised | 31 December | 31 December | 31 December | 31 December |
cost: | 2025 | 2024 | 2025 | 2024 |
£ | £ | £ | £ | |
Trade and other payables | 209,891 | 244,983 | 206,693 | 238,787 |
Lease liabilities and CLNs | 485,788 | 239,144 | 485,788 | 239,144 |
695,679 | 484,127 | 692,481 | 477,931 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67
Group | Company | |||
Non-current liabilities | As at | As at | As at | As at |
Financial liabilities | 31 December | 31 December | 31 December | 31 December |
measured at amortised 2025 | 2024 | 2025 | 2024 | |
cost: | £ | £ | £ | £ |
Lease liabilities and CLNs | 516,959 | 34,980 | 516,959 | 34,980 |
516,959 | 34,980 | 516,959 | 34,980 | |
Derivative liabilities held | ||||
at fair value through profit or loss: | ||||
CLNs | 1,953,403 | - | 1,953,403 | - |
Financial risk management
The risk associated with the cash and cash equivalents is that the Group’s banks will enter financial
distress and be unable to repay the Group its cash on deposit. To mitigate this risk, cash and cash
equivalents are only lodged with independent financial institutions designated with minimum rating “A”
in the UK and only required working capital for a 2 month period is retained at overseas branches.
The risk associated with the other payables is that the Group will not have sufficient funds to settle the
liability when it falls due.
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Group’s risk management
objectives and policies. Further details regarding these policies are set out below:
Within 12 months | Between 2 and 5 years | |
Lease liabilities | £ | £ |
Vehicles | 19,410 | 21,589 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68
25. ULTIMATE CONTROLLING PARTY
The Directors consider that there is no ultimate controlling party.