XLON:CMRS ESEF Annual Report
Critical Mineral Resources Plc (XLON:CMRS)
ESEF Annual Report
2025-05-07
For: 2024-12-31
View Original
Added on
September 22, 2026
Company number: 11043077
CRITICAL MINERAL RESOURCES PLC
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2024
CRITICAL MINERAL RESOURCES PLC COMPANY INFORMATION
2
Contents
Company Information 3
Chief Executive Officer’s Report 4
Strategic and Corporate Governance Report 5
Environment, Social and Governance Statement 14
Report Of The Directors 19
Directors’ Remuneration Report 22
Independent Auditor’s Report To The Members Of Critical Mineral Resources Plc 26
Consolidated Statement of Profit or Loss and Other Comprehensive Income 32
Consolidated Statement of Financial Position 33
Parent Company Statement of Financial Position 34
Consolidated Statement of Changes in Equity 35
Parent Company Statement of Changes in Equity 36
Consolidated Statement of Cash Flows 37
Parent Company Statement of Cash Flows 38
Notes to the Consolidated Financial Statements 39
CRITICAL MINERAL RESOURCES PLC COMPANY INFORMATION
3
Company Information
Directors Dominic Traynor
Charles Oliver Long
Noureddine Sabraoui
Russell Thomson
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
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registrars Share Registrars Limited
3 Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX
Brokers
Novum Securities Limited
8-10 Grosvenor Gardens
Belgravia
London SW1W 0DH
Legal
Druces LLP
Salisbury House
London Wall
London EC2M 5PS
CRITICAL MINERAL RESOURCES PLC CEO’S REPORT
4
Chief Executive Officer’s Report
With Cyprus behind us, during 2024 we focused solely on developing the Moroccan operations and our
portfolio of exploration and development permits. This involved field work on the Critical Mineral
Resources (“CMR”) portfolio, which sits within our subsidiary Atlantic Research Minerals, but primarily
consisted of the assessment of multiple base metals and speciality metals opportunities across the country.
By late Q3 the Board had started negotiations with the owner of what we believe to be a special copper
development opportunity, a view based on the style of mineralisation, the scale potential and the trenching
and mapping work completed by the current owner. We also collected our own data during several months
of due diligence and formed our own assessment on the deposit’s metallurgy.
We actually first visited the potential acquisition in Q2 2023 and expressed our interest in entering a joint
venture shortly afterwards. However, the owner wanted to complete its work programme to understand the
grade and scale potential, and the project’s overall economic feasibility, an internal study which it completed
and shows excellent financial returns.
Our small team, which although sadly not omniscient, believes there is potential for many very good metals
projects in Morocco, yet is very confident that this project is amongst the best. Negotiations have continued
into Q1 2025 culminating in us entering into an exclusive, conditional term sheet which, once conditions
have been satisfied will allow us to proceed with the acquisition. Due to the work carried out in 2023 and
2024, the potential acquisition has substantial exploration history including trenching and limited drilling
which demonstrate continuity and ore-grade copper over a multi kilometre strike length. The orebody is
shallow, gently dipping, open down dip and supportive of low Capex development and a very significant
discovery.
The permits have been secured through an exclusivity agreement, and the target is a large copper deposit.
The project is an analogue of an existing large and proximal development project, and the Board is confident
this conditional transaction will transform CMR.
An initial exploration target of 100,000 to 200,000 tonnes of contained copper equivalent at circa 1.20%,
open pittable and shallow underground, has been calculated by our team. Although this is a target, and there
is both upside and downside risk to this number, the work undertaken thus far strongly suggests whatever
happens with the drill bit, there is sufficient tonnage and grade to take this project into production on an
industrial scale. This fits perfectly with CMR’s main strategy of securing one or more high quality
development opportunities to complement the earlier stage projects in the portfolio.
I believe the project represents one of the best undeveloped copper projects in Morocco and is
transformational for CMR. Although, the Company cannot yet provide a detailed update until the conditions
are met, the CMR Board would like to assure investors it will provide more details and positive news shortly,
once the outstanding conditions have been achieved. This will be followed by an exciting drill programme
which once started is likely to continue until the end of 2025 and into 2026. Given the shallow nature of the
mineralisation, we anticipate low cost drilling and a quick turnaround from drilling to assay results.
Other activities during the year included a review of the Hesperis Portfolio, due diligence at the high grade
silver Igli Project and building up the metals and minerals trading business. These remain important to CMR
and we will provide more material updates in due course. However, we have been prioritising our time and
most of our capital on securing this company-making copper acquisition, carrying out the due diligence and
investments necessary to deliver a signed and announced formal earn-in agreement in the short term.
Charles Long
CEO
29 April 2025
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
5
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 2024.
Principal Activity
The principal activity of the Group is the exploration for, and development of mineral resources and the
identification of future acquisition targets and mineral trading opportunities in the same industry.
Review of Business and Operations
A review of the Group’s Business and Operations is as detailed in the CEO’s Report on page 4.
Financial Review and Key Performance Indicators (“KPI”)
(Loss)/profit for the year
The Group recorded a pre-tax loss of £928,680 for the year, compared to a profit of £248,048 in 2023. The
prior year's profit included a £1,342,841 gain from the disposal of Cyprus assets.
The Company's operating loss for the period was £855,675 (2023: £1,025,471).
Cashflow and financing
During the year, net cash outflow from operating activities was £
749,467 (2023: £798,389). 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.
The Company raised approximately £153,000 through a placement of new ordinary shares and generated
around £100,000 from the sale of its gifted shares. Additionally, £575,000 was raised through the issuance
of Convertible Loan Notes (CLNs).
As a result, the Group recorded a net cash increase of £45,288 at year-end.
Balance Sheet
In 2024, current assets rose to £187,606 (2023: £168,419), primarily due to increased cash held by the Group
and a £79,000 deposit held for exclusivity options on future acquisitions.
Total liabilities increased to £519,107 (2023: £334,972), largely driven by the issuance of CLNs during the
year. At year end, the remaining CLNs were recorded at their face value of £215,560, following the
conversion of a significant portion.
The only financial Key Performance Indicators “KPIs” for the Group used in the year are as follows.
Continuing activities: 2024 2023
Cash and cash equivalents £70,073 £24,785
Administrative expenses £898,919 £1,104,615
Cash has been used to fund the Group’s operations and facilitate its acquisition of future targets.
Monitoring
administrative expenses is a KPI as it reflects the Group’s commitment to good cost control and
responsible management of shareholders’ funds.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
6
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 by
renewable energy through photovoltaic facilities. There are also opportunities to use wind power. Copper is
currently the main metal of interest due to its importance 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. The Board recognises that there have been
prolonged periods of limited newsflow, however this is the nature of the Company’s
stage of development and the slow process of due diligence, negotiation and legal work
required to reach completion. Going forward, in line with expectations of a significant
transaction, the Directors expect to increase the number of face-to-face meetings with
its shareholders and potential investors.
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 to ensure any
concerns they have are considered and action taken if necessary.
Suppliers
Procurement of technical services such as drilling, geophysics, geological and assaying
relies on the expertise of management and the availability of those services at the time
(both geographically and the supplier’s capacity). Relations with suppliers is maintained
through regular contact, prompt payment and where necessary ensuring high standards
of health and safety are maintained or implemented. Based on future activities, health
and safety management by the Company is most important when drilling and
geophysics work is undertaken.
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. Local
management also maintains regular dialogue with the local population and community
leaders to ensure support for its activities.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
7
Environment
The Company's current activities are restricted to exploration related activities with
trenching the most environmentally impactful. In some cases, trenches are backfilled,
for safety and environmental reasons. Going forward the Company expects to be drilling
exploration targets which includes a different range of environmental considerations
including managing water runoff, fuel and other fluid spillages, and post-drilling
rehabilitation.
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 and
electrification 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 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 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 and
other stakeholders who show the Company
assets available for potential acquisition and
potential new investors.
• The Company has issued share option grants 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
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
8
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.
•
Build strong and sustainable relationships with
shareholders and other investors. The Company
placed some of the gifted shares post year end
to avoid unnecessary dilution of the share base.
•
Prudent approach to budgeting and strong
financial stewardship - managing commitments
and liquidity to ensure the Group has sufficient
capital to meet spending commitments.
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:
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
9
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 seek to apply The Quoted
Companies Alliance Corporate Governance Code for Small and Medium size Companies (2018) (the ‘QCA
Code’), which they believe is the most appropriate recognised governance code for a company of the
Company’s size and with a Standard Listing on the London Stock Exchange. The Directors believe that the
QCA Code will provide the Company with the framework to help ensure that a strong level of governance
is developed and maintained, enabling the Company to embed a governance culture into its organisation.
The QCA code can be found on our website: https://www.cmrplc.com
The 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 global trend towards renewable energy and
electrification. This includes battery storage and the Electric Vehicle supply chain but more importantly the
increasing need for new copper supplies. The Company is also committed to complying with transparent,
ethical and sustainable supply chains.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
10
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 2024 and are again encouraged to attend the next AGM
that will be held in June 2025. 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
and uncertainties are as set out in the Strategic Report on pages 7 to 9. 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
After the Board reorganisation at the end of the year, the Board comprises of three executive directors,
Dominic Traynor, Charlie Long and Noureddine Sabraoui, and one non-executive Director, Russell
Thomson. The Board is actively seeking an appropriate candidate to be an independent director. Further
information about the directors can be found on the Company website at www.cmrplc.com
Dominic Traynor is a capital markets solicitor and company director with extensive experience in the public
markets and corporate governance. He is a partner at City law firm, Druces LLP and was a founding director
of both EV Metals Group plc and EV Metals UK Ltd. His other corporate positions include director of Prism
Group AG, an investment firm focussed on Fintech and money services. He was also a founding director of
AIM-listed SigmaRoc plc.
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.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
11
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 and Dominic Traynor is engaged on a part-time basis. Russell
Thomson acknowledges in his letter 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. Dominic Traynor now serves as chair of
every meeting of the Board of Directors.
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.
Attendance at Board and Committee Meetings
Directors meet formally and informally both in person and by telephone. There have been 20 formal Board
meetings during 2024, 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 2024
Charles Long
Russell Thomson
Dominic Traynor
Noureddine Sabraoui
15/15 Board
12/15 Board, 3/3 Audit Committee, 2/2 Remuneration Committee
15/15 Board, 3/3 Audit Committee, 2/2 Remuneration Committee
12/15 Boar
d
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four 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
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
12
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
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. Dominic Traynor is
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 was led by Dominic Traynor (Chair) for most of 2024 and then Russell Thomson
became the Chair when Dominic became an executive director. 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). Dominic Traynor is 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 during 2024. It has met approve changes in
remuneration and to consider and approve the granting of share options pursuant to the share option plan
and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy, disclosed on
page 22.
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.
The Company acknowledges the recent changes to the QCA Code (2023) and remains committed to
maintaining high standards of corporate governance. A full review of the updated Code will be conducted,
and any necessary adjustments will be implemented in the next financial year to ensure compliance and
alignment with best practices.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
13
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. Three 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 end the entered
into an investment agreement with Gilini Holdings
Ltd (the "Investor") which has committed to an
investment of up to £2,500,000, of which £2,075,000
is structured to have an average price of 1.48p. At the
date of the signing of these accounts the Company
had received £425,000 of this investment.
Management has concluded that the Company has
enough funding to continue as a going concern for at
least 12 months from the date of singing the financial
statements.
Recoverability of
the final balance
receivable in
relation to the sale
of Cypriot
subsidiaries
The final payment amounting to
$214,251 (£181,254) in relation to
the sale of Cypriot subsidiaries was
due at the end of December 2023.
However, this amount remains
outstanding at the date of this report.
There is a risk that the balance is not
recoverable and should be impaired,
however the Company notes that the
buyers of our Cypriot subsidiaries
have thus far paid US$313,750 of the
US$528,001 total consideration.
Management is in regular dialogue with the acquirors
and have put a payment plan in place to ensure these
monies will be received once the related assets can be
monetised. It has also been agreed that interest will
be charged on the outstanding amount.
The Company has made a full provision against this
amount at year end as the timing of the repayment is
not certain and have therefore taken a prudent
approach to the recovery of this debt.
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 2025 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
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
14
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.
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
15
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
16
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
directly exposed to Clean Technology industries.
A key part of the mine development process are the Pre-Feasibility
and Feasibility studies (“PFS” and “FS”), both of which include
investigations into mine emissions (gases and fluids) and waste
(including tailings). The PFS and FS studies also include:
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 PFS and FS studies are 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.
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
17
Metrics and Targets
GHG metrics The Company’s greenhouse gas emissions are currently low due
to the nature of operations. During the period under review the
main GHG emitters were:
1. Travel in Morocco.
2. International flights associated with due diligence.
3. 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 was not collected. During 2025 the Company will
implement improved GHG data collection methodology at the
Company and subsidiary levels although it expects GHG
emissions and energy usage to remain relatively low.
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 is 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 the only non-financial KPI for 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 40MWh 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 activities in Morocco and due diligence
activities in various other jurisdictions where it has and will continue to assess potential development
projects for investment. During 2024, the Company estimated journey distance in miles based on
recorded mileage. This was 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.
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-
hours (kWh) of energy in the reporting period must include energy and carbon information within their
CRITICAL MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT
18
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 2025.
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 is anticipating investing in a significant drilling campaign during 2025 and most probably into
financial and calendar year 2026. This could be followed by a period of permitting, construction and
production of one or more metals in concentrate. CMR is expecting drilling activity to result in an
increase in emissions from a drilling rig engine. 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 now 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 29 April 2025 and signed on its behalf by:
Charlie Long
Director
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
19
Report Of The Directors
The Directors present their report, together with audited consolidated financial statements for the year ended
31 December 2024 (with comparative figures for the twelve month period ended 31 December 2023).
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 the exploration for, and development of mineral resources and the
identification of future acquisition targets and mineral trading opportunities in the same industry.
Results and Dividends
The group loss for the year before taxation amounted to £928,680 (2023: Profit of £248,098). The prior year
amount included a gain attributable to the disposal of the Cyprus assets of £1,263,579. Cash held by the
Group as at 31 December 2024 was £70,073 (2023: £24,785).
The Directors do not recommend the payment of a dividend (2023: £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:
Dominic Traynor
Charles Oliver Long
Noureddine Sabraoui
Russell Thomson
Directors’ interests
The beneficial interests of the Directors who held office at 31 December 2024 and their connected parties
in the share capital of the Company is included in the Remuneration report on pages 22-25.
Substantial shareholders
The Company has been notified of the following interests of 3 per cent. or more in its issued share capital
as at 23 April 2025:
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
20
Number of
Ordinary
shares
Percentage of
overall
holding
Har
g
reaves Lansdown (Nominees) Limite
d
40,427,866 29.9%
Lawshare Nominees Limite
d
17,926,844 13.2%
The Bank of New York (Nominee) Limite
d
17,446,839 12.9%
Interactive Investor Services Nominees Limited 17,359,137 12.8%
Williamsons Private Equity Pty Ltd (formerly KM Securities Pty Limited)*
Russell Thomson
(6.0M Shares held through Williamsons Private Equity Pty Ltd)
12,000,000
6,734,535
8.9%
5.0%
*6 million of these shares are held by Russell Thomson
Directors’ remuneration
Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 22-25.
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 2025 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. Novum Securities Limited is the Company’s broker.
CRITICAL MINERAL RESOURCES PLC REPORT OF THE DIRECTORS
21
Streamlined Energy and Carbon Reporting
This is referred to in the Strategic and Governance Report on pages 17-18.
Political and charitable contributions
The Company made a charitable donation of £nil in 2024 (2023: £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 29 April 2025 and signed on its behalf
by:
Charlie Long
Director
CRITICAL MINERAL RESOURCES PLC REMUNERATION REPORT
22
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.
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
23
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.
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. It is not for a fixed term and may be terminated by the Company or the Executive Director
by giving 6 months’ notice. The salary was increased from £24,000 to £90,000 effective 1 August 2024
The Non-Executive Director, Russell Thomson, has a service agreements, 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 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
24
Director’s Remuneration - (audited)
The table below sets out the remuneration received by the Directors for the year ended 31 December 2024
and 31 December 2023:
Year ended 31 December 2024 Year ended 31 December 2023
Salary/
Fees
£
Benefits
in kind
£
TOTAL
£
Amounts
outstanding
at year end
£
TOTAL
£
Amounts
outstanding
at year end
£
Change
year on
year
%
Executive directors:
Chris Lambert
1
- - - - 151,866
6,315
N/A
Charlie Long 135,417 11,660 147,077 45,833 131,125
13,542
12%
Noureddine Sabraoui
2
72,530 - 72,530 24,355 5,265 4,355 N/A
Dominic Trayno
r
3
51,500 - 51,500 31,917 38,667 15,333 33%
259,447 11,660 271,107 102,105 326,923 39,545
Non-executive directors:
Adrian England
4
- - - - 40,000 4,027 N/A
Russell Thomson 24,000 - 24,000 25,500 38,667 35,333 (38%)
24,000 - 24,000 25,500 78,667
39,360
TOTAL 283,447 11,660 295,107 127,605 405,590
78,905
(27%)
1
Terminated as a Director on 20 December 2023
2
Appointed as a Director on 19 December 2023
3
Appointed as an Executive Director on 17 July 2024, prior year numbers have been reclassified to reflect this
4
Resigned as a Director on 31 December 2023
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:
2024 number of
Ordinary shares
2024 number of
share options
2023 number of
Ordinary shares
2023 number of
share options
Charles Oliver Long 2,203,605 1,500,000 - 1,500,000
Noureddine Sabraoui 2,203,605 - - -
Russell Thomson
1
6,734,535 450,000 - 450,000
Dominic Trayno
r
2,853,605 450,000 650,000 450,000
1
Mr Thomson holds 6,000,000 shares through Williamsons Private equity Pty Limited (formerly KM Securities Pty Limited)
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
25
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 2024 and 2023:
Distributions to
shareholders
Total directors
and employee pay
Operational cash
outflow
£ £ £
Year ended 31 December 2024 Nil 295,107 749,467
Year ended 31 December 2023 Nil 405,590 798,389
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 31 December 2022 to 31 December 2024 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
29 April 2025
35%
80%
0%
25%
50%
75%
100%
125%
150%
CMRS PEER GROUP
CRITICAL MINERAL RESOURCES PLC
26
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 2024 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 give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2024 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 is reliant on the receipt
of financing both through existing arrangements entered into post-year end, as well as on securing further
financing in the 12 month period following the approval of the financial statements, in order to fund working
capital requirements and project investment. As stated in note 3, these events or conditions, indicate that a
material uncertainty exists that may cast significant doubt on the group’s and parent company’s ability to
continue as a going concern. 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 group’s and parent 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 2026, corroborating and providing challenge to key assumptions and inputs used,
including obtaining relevant agreements relating to post-year end funding and understanding the
key terms attached;
• comparing forecast expenditures to current year actual results and corroborating any significant
variances;
CRITICAL MINERAL RESOURCES PLC
27
• obtaining an understanding of cash preservation measures, and corroborating to supporting
documentation where applicable;
• comparing historic forecasts to the actual results in the year to assess the accuracy of the forecasting
process; and
• reviewing post year-end bank statements and management information to ascertain the group’s and
the parent company’s latest financial position and post year-end performance, and comparing this
to the forecasts.
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 £50,000
(2023: £50,000) with performance materiality set at £35,000 (2023: £35,000). Materiality has been
determined by using a 5% of loss before tax (2023: 5% of adjusted loss before tax, which was adjusted for
the gain on disposal of subsidiaries). This is deemed to be the most relevant benchmark as the group is not
revenue generating and is in early stages of exploration activity.
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 £2,500 (2023: £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 £45,000 (2023: £47,000), with
performance materiality set at £31,500 (2023: £32,000). Materiality has been determined by using 5% of
loss before tax for both years. We agreed with the audit committee that we would report all individual audit
differences identified during the course of our audit in excess of £2,250 (2023: £2,350) 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 £17,500 based on a proportionate allocation of group performance materiality.
A benchmark of 70% (2023: 70%) was applied when calculating the performance materiality for our audit
of the group and parent company financial statements, as we believe that this would provide 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 intercompany loans, recoverability of the
disposal of the Cypriot disposal-related receivables and the consideration of future events that are inherently
uncertain. 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 (2023:
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
CRITICAL MINERAL RESOURCES PLC
28
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
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 subsidiary and intercompany
loans (Notes 13 and 14)
As at 31 December 2024, the Company’s
investment in its subsidiary and related receivables
have a carrying value of £108k and £75k,
respectively. The amounts relate to the group’s 80%
owned subsidiary, Atlantic Research Minerals
SARL, which was acquired in the previous financial
year.
Given the continuing losses, there is a risk that the
investment in subsidiary and related receivable
balances are not recoverable in full.
As a result of the level of judgement management is
required to exercise in assessing the valuation and
recoverability of these balances, we consider this to
be a key audit matter.
Our work in this area included:
• Verifying ownership of investment in
subsidiary held as at 31 December 2024;
• Reviewing the classification of the
intercompany receivables in the financial
statements and ensuring this is appropriate
in light of any agreement/s in place in
respect of these balances, as well as the
substance of the arrangement;
• As appropriate, considering whether
indicators of impairment are present in
accordance with IAS 36 in relation to the
investment in subsidiary balance, or
whether there is a need to recognise an
expected credit loss provision in
accordance with IFRS 9 in respect of the
intercompany receivables;
• Reviewing the carrying value of these
balances against the value of underlying
assets held by the subsidiary, 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.
• Based on the procedures performed, we
did not identify indicators of impairment
to the year-end carrying values.
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
CRITICAL MINERAL RESOURCES PLC
29
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.
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 parent 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.
CRITICAL MINERAL RESOURCES PLC
30
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
financial statements. We obtained our understanding in this regard through detailed discussions with
management about and potential instances of non-compliance with laws and regulations both in the
UK and in overseas subsidiaries. We also selected a specific audit team based on experience with
auditing entities within this industry of a similar size.
• We determined the principal laws and regulations relevant to the group and parent 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 group and parent 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
subsidiary 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 investment in subsidiary and intercompany receivables. 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 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; evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business; and reviewing
significant transactions in the banks statements to identify potentially large or unusual transactions
that do not appear to be in line with our understanding of business operations.
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.
CRITICAL MINERAL RESOURCES PLC
31
Other matters which we are required to address
We were appointed by the directors of the parent company on 9 February 2021 to audit the financial
statements for the period ending 30 November 2018 and subsequent financial periods. Our total
uninterrupted period of engagement is 7 years, covering the periods ending 30 November 2018 to 31
December 2024.
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 parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29 April 2025
CRITICAL MINERAL RESOURCES PLC
32
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Year ended
31 December
2024
Year ended
31 December
2023
Notes £ £
Continuing operations:
Administrative expenses 6 (792,656 ) (1,025,353 )
Finance costs 7 (38,203 ) (5,204 )
Interest income 8,442 15,076
Operating loss and loss before income tax (822,417 ) (1,015,481 )
Income tax expense 9 - -
Loss after taxation (822,417 ) (1,015,481 )
Total loss from continuing operations (822,417 ) (1,015,481 )
(Loss)/gain from discontinued and disposed operations 19 (106,263 ) 1,263,579
(Loss)/profit for the year (928,680 ) 248,098
Total (loss)/profit is attributable to:
Owners of Critical Mineral Resources plc (914,079 ) 255,564
Non-controlling interests (14,601 ) (7,466 )
(928,680 ) 248,098
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of continuing/
discontinued operations
20 (5,690 )
Total comprehensive (loss)/income for the year (934,370 ) 248,154
Total comprehensive (loss)/income is attributable to:
Owners of Critical Mineral Resources plc (920,493 ) 255,620
Non-controlling interests (13,877 ) (7,466 )
(934,370 ) 248,154
Total comprehensive (loss)/income attributable to
Owners of Critical Mineral Resources plc:
Continuing operations (814,230 ) (1,007,959 )
Discontinued operations (106,263 ) 1,263,579
(920,493 ) 255,620
Earnings per share:
Total basic and diluted (loss)/profit per share (£):
Continuing operations 10 (0.012 ) (0.020 )
Continuing and discontinued operations 10 (0.013 ) 0.004
The accounting policies and notes on pages 39 to 61 form part of these consolidated financial statements.
CRITICAL MINERAL RESOURCES PLC
33
Consolidated Statement of Financial Position
Company number: 11043077
As at
31 December
As at
31 December
2024 2023
ASSETS Notes £ £
N
on-current assets
Intangible fixed assets 11 2,331 2,331
Tangible fixed assets 12 54,699 80,325
Total non-current assets 57,030 82,656
Current assets
Other receivables 14 117,533 143,634
Cash and cash equivalents 70,073 24,785
Total current assets 187,606 168,419
Total assets 244,636 251,075
LIABILITIES
N
on-current liabilities
Lease liabilities 16 (34,980 ) (53,494 )
Total non-current liabilities (34,980 ) (53,494 )
Current liabilities
Trade and other payables 15 (244,983 ) (257,894 )
Convertible loan notes 15 (215,560 ) -
Lease liabilities 12 (23,584 ) (23,584 )
Total current liabilities (484,127 ) (281,478 )
Total liabilities (519,107 ) (334,972 )
Net liabilities (274,471 ) (83,897 )
EQUITY
Share capital 17 1,149,318 612,113
Share premium 17 5,913,081 5,840,002
Other equity 18 117,141 -
Share-
b
ased payments reserve 39,222 34,584
Foreign exchange reserve 20 (6,358 ) 56
Retained earnings
(7,467,704 )
(6,565,358 )
Capital and reserves attributable to owners of Critical
Mineral Resources plc (255,300 ) (78,603 )
Non-controlling interests (19,171 ) (5,294 )
Total equity (274,471 ) (83,897 )
The accounting policies and notes on pages 39 to 61 form part of these consolidated financial statements.
The Financial Statements were approved and authorised for issue by the Board on 29 April 2025 and
were signed on its behalf by:
Charlie Long, Director
CRITICAL MINERAL RESOURCES PLC
34
Parent Company Statement of Financial Position
Company number: 11043077
As at
31 December
As at
31 December
2024 2023
Notes £ £
ASSETS
Non-current assets
Tangible fixed assets 12 54,699 80,325
Investments in subsidiary 13 107,881 35,700
Total non-current assets 162,580 116,025
Current assets
Other receivables 14 175,727 139,930
Cash and cash equivalents 9,188 23,366
Total current assets 184,915 163,296
Total assets 347,495 279,321
LIABILITIES
Non-current liabilities
Lease liabilities 16 (34,980) (53,494)
Total non-current liabilities (34,980) (53,494)
Current liabilities
Trade and other payables 15 (238,787) (255,780)
Convertible loan notes 15 (215,560) -
Lease liabilities 12 (23,584) (23,584)
Total current liabilities (477,931) (279,364)
Total liabilities (512,911) (332,858)
Net assets (165,416) (53,537)
EQUITY
Share capital 17 1,149,318 612,113
Share premium 17 5,913,081 5,840,002
Other equity 18 117,141 -
Share-
b
ased payments reserve 39,222 34,584
Retained earnings (7,384,178) (6,540,236)
Total equity (165,416) (53,537)
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 £855,675 (2023: loss of £1,025,471).
The accounting policies and notes on pages 39 to 61 form part of these financial statements.
The Financial Statements were approved and authorised for issue by the Board on 29 April 2025 and
were signed on its behalf by:
Charlie Long, Director
CRITICAL MINERAL RESOURCES PLC
35
Consolidated Statement of Changes in Equity
Share
capital
Share
premium
Other
equity
Share-
based
payment
reserve
Retained
earnings
Foreign
exchange
reserve
Non-
controlling
interests Total
£ £ ££ £ £ £ £
Balance as at 31 December
2022 612,113 5,840,002
Comprehensive income
Loss for the yea
r
Exchange differences on
translation of foreign
operations - - - - - (1,108 ) 1,164 56
Total comprehensive incom
e
for the year - - - - 255,564 (1,108 ) (6,302)
Transactions with owners in
their capacity as owners
Elimination of NCI and
foreign exchange on disposal - - - - - (211,159 ) 33,764 (177,395 )
Share-
b
ased payments - - - 1,904 - - - 1,904
Cancelled warrants - - - (36,026 ) 36,026 - - -
Total transactions with
owners recognised directly i
n
equity - - - (34,122 ) 36,026 (211,159 ) 33,764 (175,491 )
Balance as at 31 December
2023 612,113 5,840,002 - 34,584 (6,565,358 ) 56 (5,294 ) (83,897 )
Comprehensive income
Loss for the yea
r
Exchange differences on
translation of foreign
operations - - - - - (6,414 ) 724 (5,690 )
Total comprehensive incom
e
for the year - -
Transactions with owners in
their capacity as owners
Issue of shares 537,205 86,775 - - - - - 623,980
Gifted shares issued - - 117,141 - - - - 117,141
Cost of shares issued - (13,696 ) - - - - - (13,696 )
Warrant charge - - - 4,945 - - - 4,945
Share-
b
ased payments - - - 11,426 - - - 11,426
Lapsed warrants - - - (11,733 ) 11,733 - - -
Total transactions with
owners recognised directly i
n
equity 537,205 73,079 117,141 4,638 11,733 - - 743,796
Balance as at 31 December
2024 1,149,318 5,913,081 117,141 39,222 (7,467,704 ) (6,358 ) (19,171 ) (274,471 )
CRITICAL MINERAL RESOURCES PLC
36
Parent Company Statement of Changes in Equity
Share
capital
Share
premium
Other
equity
Share-
based
payment
reserve
Retained
earnings Total
£ £
£
£
£
£
Balance at 31 December 2022
612,113
5,840,002
-
68,706
(5,550,791)
970,030
Comprehensive income
Loss for the yea
r
- -
-
- (1,025,471) (1,025,471)
Total comprehensive income for
the year - -
- - (1,025,471) (1,025,471)
Transactions with owners
recognised directly in equity
Share-
b
ased payments - - - 1,904 - 1,904
Cancelled warrants - - - (36,026) 36,026 -
Total transactions with owners
recognised directly in equity - -
- (34,122) 36,026 1,904
Balance as at 31 December
2023 612,113 5,840,002
- 34,584 (6,540,236) (53,537)
Comprehensive income
Loss for the yea
r
- - - - (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-
b
ased 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)
CRITICAL MINERAL RESOURCES PLC
37
Consolidated Statement of Cash Flows
Year ended
31 December
2024
Year ended
31 December
2023
Notes £ £
Cash flow from operating activities
(Loss)/profi
t
for the period before taxation
(928,680 )
Adjustments for:
Interest paid 38,203 5,204
Interest income (8,442 ) (15,076 )
Foreign exchange movements (1,225 ) 30,287
Gain on disposed group subsidiaries - (1,342,841 )
Share-
b
ased payments 111,861 1,904
ECL provision 106,263 79,256
Depreciation 12 25,626 55,197
Operating cash flows before movements in
working capital
(656,394 )
(937,971 )
Increase in trade and other receivables (80,162 ) (14,129 )
(Decrease)/increase in trade and other payables (12,911 ) 153,711
Net cash used in operating activities (749,467 ) (798,389 )
Cash flow from investing activities
Payment for acquisition of subsidiary
Proceeds from sale of subsidiary
Deposit on potential acquisition - 500,000
Net cash inflow from investing activities - 749,667
Cash flow from financing activities
Proceeds from issue of shares 17 153,029 -
Proceeds from issue of gifted shares 18 100,233 -
Cost of share issue 17 (13,696 ) -
Finance lease payments (18,514 ) (63,307 )
Interest paid (5,268 ) (5,204 )
Interest and income received 3,971 -
Proceeds from CLNs
15 575,000 -
Net cash inflow/(outflow) from financing
activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalent at beginning of period 24,785 142,018
Cash and cash equivalent at end of period 70,073 24,785
Significant non-cash transactions
The only significant non-cash transactions in either year are set out in note 19. These are in relation to
the discontinued operations, the gain in the disposal of subsidiaries and the loss from the estimated
credit loss provision.
The accounting policies and notes on pages 39 to 61 form part of these financial statements.
CRITICAL MINERAL RESOURCES PLC
38
Parent Company Statement of Cash Flows
Year ended
31 December
2024
Year ended
31 December
2023
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (855,675) (1,025,471)
Adjustments for:
Finance and othe
r
income (11,062) (15,606)
Interest paid 38,203 5,034
Depreciation 12 25,626 55,197
ECL provision 106,263 79,256
Share-
b
ased payments 111,861 1,904
Foreign exchange movemen
t
6,525 3,959
Operating cash flows before movements in
working capital
(578,259)
(895,727)
Increase in trade and other receivables (66,998) (10,426)
(Decrease)/increase in trade and other payables (16,933) 159,564
Net cash used in operating activities (662,190) (746,589)
Cash flow from investing activities
Investment in subsidiaries through cash advances (147,243) (27,196)
Payment for acquisition of subsidiary
- (7,974)
Deposit on potential acquisition - 500,000
Proceeds from sale of subsidiary
- 257,641
Net cash (outflow)/inflow from investing
activities
(147,243) 722,471
Cash flow from financing activities
Proceeds from issue of shares 17 153,029 -
Proceeds from issue of gifted shares 18 100,233 -
Cost of share issue 17 (13,696) -
Finance lease payments (18,514) (63,306)
Interest paid (5,268) (5,034)
Interest and income received 4,471 -
Proceeds from CLNs 15 575,000 -
Net cash inflow/(outflow) from financing
activities
795,255 (68,340)
Net decrease in cash and cash equivalents (14,178) (92,458)
Cash and cash equivalent at beginning of period 23,366 115,824
Cash and cash equivalent at end of period 9,188 23,366
Significant non-cash transactions
The only significant non-cash transactions in either year are set out in note 19. These are in relation to
the discontinued operations, the gain in the disposal of subsidiaries and the loss from the estimated
credit loss provision.
The accounting policies and notes on pages 39 to 61 form part of these financial statements.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
39
Notes to the Consolidated Financial Statements
1. GENERAL INFORMATION
with Registered Number 11043077 under the Companies Act 2006. The Company was incorporated on
1 November 2017 under the name Leopard Mineral Investments Limited as a private limited company
and subsequently re-registered as a public limited company on 9 January 2018; and changed its name to
Caerus Mineral Resources plc on 18 September 2018 and then Critical Mineral Resources Plc on 17
August 2023.
The principal activity of the Group is the exploration for, and development of mineral resources,
Company’s registered office is at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF .
2. ADOPTION OF NEW AND REVISED STANDARDS
(a) New standards, amendments and interpretations adopted by the Group.
There were no new or amended accounting standards that required the Group to change its accounting
policies for the year ended 31 December 2024 and no new standards, amendments or interpretations
were adopted by the Group.
(b) New standards, amendments and interpretations not yet adopted by the Group.
The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the
date of the Financial Statements are listed below. The Group intends to adopt these standards, if
applicable, when they become effective. However, they are not expected to have any material impact.
| Standard | Effective date | Overview |
| IFRS 18 Presentation | ||
| and Disclosure in | ||
| Financial Statements | ||
| and | ||
| IFRS 19 Subsidiaries | ||
| without Public | ||
| Accountability: | ||
| Disclosures | ||
| 1 January | ||
| 2027 | ||
| IFRS 18 (replacing IAS 1) introduces new profit or loss | ||
| presentation requirements to enhance comparability. Early | ||
| adoption is allowed, but UK/EU endorsement is pending | ||
| (UK expected late 2025). | ||
| IFRS 19 allows eligible subsidiaries to apply IFRS with | ||
| reduced disclosures, simplifying group reporting. Early | ||
| adoption is permitted, but special rules apply if adopted | ||
| before IFRS 18. UK/EU endorsement is also pending, | ||
| with UK considerations for FRS 101’s framework. | ||
| UK Sustainability | ||
| Reporting Standards | ||
| 1 January | ||
| 2026 | ||
| (expected no | ||
| earlier) | ||
| The UK Government's endorsement of ISSB’s IFRS | ||
| Sustainability Disclosure Standards is expected in early | ||
| 2025, with UK Sustainability Reporting Standards (UK | ||
| SRS) available by Q1 2025. The FCA may require UK- | ||
| listed companies to apply UK SRS, while the Government | ||
| will decide on broader mandatory disclosures. UK SRS | ||
| will be effective no earlier than 1 January 2026 and align | ||
| with existing TCFD-based regulations, aiming to avoid | ||
| reporting duplication. |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
40
3. SIGNIFICANT ACCOUNTING POLICIES
Summary of significant accounting policies
The principal accounting policies applied in the preparation of the consolidated financial statements are
set out below. These policies have been consistently applied to all the periods presented, unless
otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted international
accounting standards and requirements of the Companies Act 2006. The Financial Statements have also
been prepared under the historical cost convention, as modified by the revaluation of financial assets at
fair value through profit or loss.
The functional currency for each entity in the Group is determined as the currency of the primary
economic environment in which it operates. The functional currency of the parent company CMR is
Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its
Moroccan subsidiary ARM, which was acquired on 3 July 2023, is the Moroccan Dirham, as this is the
currency that mainly influences labour, material and other costs of providing services. The Group has
chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it
is a more convenient presentational currency for users of the consolidated financial statements. Foreign
operations are included in accordance with the policies set out below.
The preparation of financial statements in accordance with UK-adopted International accounting
standards requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the financial information are disclosed in Note 4.
Going concern
The financial statements have been prepared under the going concern assumption. Under the going
concern assumption, an entity is ordinarily viewed as continuing in business for at least the 12 month
period from the date of Board approval of the financial statements, with neither the intention nor the
necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or
regulations. The Group is not currently generating revenues and therefore an operating loss has been
reported and is expected in the 12 months subsequent to the date of these financial statements.
On 10 March 2025, the Company announced it had signed an investment agreement with Gilini Holdings
Ltd (the "Investor") which has committed to an investment of up to £2,500,000, of which £2,075,000 is
structured to have an average price of 1.48p. The first £425,000 investment was received by the
Company in March 2025. The Subsequent Finance is contingent on the Company entering into a formal
agreement on one or more development projects in Morocco, most likely to be copper or manganese.
On 20 March 2025, the Company announced that it had secured an additional £462,474 (US$600,000)
through the issue of convertible loan notes, convertible into ordinary shares in the Company at £0.0145
per share, accruing interest of 5% per annum with a redemption date of 31 December 2025.
The Group is reliant on the receipt of financing both through existing arrangements entered into post-
year end as set out above, as well as on securing further financing in the 12-month period following the
approval of the financial statements, in order to fund working capital requirements and any other project
investment. Therefore, this indicates that a material uncertainty exists that may cast significant doubt on
the Group’s and parent Company’s ability to continue as a going concern.
The Group and Company has included these funds in its cash flow projections for the twelve month
period from the date of this report, and based on this review, and after considering reasonably possible
operational downside sensitivities and uncertainties, the Board, whilst acknowledging this material
uncertainty, which the auditors make reference to in their audit report, remains confident that this
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
41
subsequent financing will be received and therefore have concluded there is a reasonable expectation
that the Group has access to adequate resources to continue in operational existence for the foreseeable
future. For this reason, the Directors have adopted the going concern basis in preparing the financial
statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year. Per IFRS 10, control
is achieved when the Company:
• has the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above. When the Company has
less than a majority of the voting rights of an investee, it considers that it has power over the investee
when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the
investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether
or not the Company’s voting rights in an investee are sufficient to give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made,
including voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or
disposed of during the year are included in profit or loss from the date the Company gains control until
the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made
to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s
accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between the members of the Group are eliminated on consolidation.
The Group recognises any non-controlling interest in the acquired entity at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus
the non-controlling interests’ share of subsequent changes in equity.
Profit or loss and each component of other comprehensive income are attributed to the owners of the
Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is
attributed to the owners of the Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Foreign currencies
In preparing the financial statements of the Group entities, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on
the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at
fair value that are denominated in foreign currencies are translated at the rates prevailing at the date
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
42
when the fair value was determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
• exchange differences on foreign currency borrowings relating to assets under construction for future
productive use, which are included in the cost of those assets when they are regarded as an
adjustment to interest costs on those foreign currency borrowings;
• exchange differences on transactions entered into to hedge certain foreign currency risks (see below
under financial instruments/hedge accounting); and
• exchange differences on monetary items receivable from or payable to a foreign operation for which
settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of
the net investment in the foreign operation), which are recognised initially in other comprehensive
income and reclassified from equity to profit or loss on disposal or partial disposal of the net
investment.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in
a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are
recognised in other comprehensive income.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
operating decision-maker (“CODM”). The CODM has been identified as the Board, at which level
strategic decisions are made.
An operating segment is a component of the Group:
• That engages in business activities from which it may earn revenues and earn expenses,
• Whose operating results are regularly reviewed by the entity’s chief operating decision-maker to
make decisions about resources to be allocated to the segment and assess its performance, and
• For which discrete financial information is available.
Intangible assets – exploration and evaluation expenditure
Mineral exploration and evaluation expenditure relates to costs incurred in the exploration and
evaluation of potential mineral resources and includes exploration and mineral licences, researching and
analysing historical exploration data, exploratory drilling, trenching, sampling and the costs of pre-
feasibility studies.
Exploration and evaluation expenditure for each area of interest, other than that acquired from another
entity, is charged to the consolidated statement of income as incurred except when the expenditure is
expected to be recouped from future exploitation or sale of the area of interest and it is planned to
continue with active and significant operations in relation to the area, or at the reporting period end, the
activity has not reached a stage which permits a reasonable assessment of the existence of commercially
recoverable reserves, in which case the expenditure is capitalised. Purchased exploration and evaluation
assets are recognised at their fair value at acquisition. As the capitalised exploration and evaluation
expenditure asset is not available for use, it is not depreciated.
Exploration and evaluation assets have an indefinite useful life and are assessed for impairment annually
or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable
amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
43
units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the conditions which led to the impairment
improve. The Group continually monitors the position of the projects capitalised and impaired.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead
to the discovery of proven viable quantities of mineral resources and the Group has decided to
discontinue such activities of that unit, the associated expenditures are written off to the Income
Statement.
Tangible fixed assets – Property, plant and equipment
Property, plant, and equipment are stated at cost, less accumulated depreciation, and any provision for
impairment losses.
Depreciation is charged on each part of an item of property, plant, and equipment to write off the cost
of assets less the residual value over their estimated useful lives, using the straight–line method.
Depreciation is charged to the income statement. The estimated useful lives are as follows:
Vehicles – 4 years
Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
- Fixed payments less any lease incentive receivable.
- Variable lease payment that are based on an index or rate, initially measured using the index or
rate as at the commencement date, and
- Amounts expected to be payable by the group under residual value guarantees.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
Right-of -use assets are measured at cost comprising the following:
- The amounts of the initial measurement of lease liability;
- Any lease payments made at or before the commence date less any lease incentives received, and
- And initial direct costs.
Depreciation is charged over the shorter of the lease term and the related leased asset as per the Group’s
tangible fixed asset policy.
Financial instruments
Financial assets
Classification
The Group’s financial assets consist of financial assets held at amortised cost. The classification
depends on the purpose for which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
Financial assets held at amortised cost
Assets that are held for collection of contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost. Any gain or loss arising on
derecognition is recognised directly in the profit or loss and presented in other gain/(losses) together
with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
44
They are included in current assets, except for maturities greater than 12 months after the reporting date,
which are classified as non-current assets. The Group’s financial assets at amortised cost comprise trade
and other current assets and cash and cash equivalents at the year end.
Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade date – the date on which the
Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value
plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the
assets have expired or have been transferred, and the Group has transferred substantially all of the risks
and rewards of ownership.
Financial assets are subsequently carried at amortised cost using the effective interest method.
Other receivables are recognised initially at the amount of consideration that is unconditional, unless
they contain significant financing components when they are recognised at fair value. The other
receivables in the accounts do not contain significant financing components.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial
assets carried at amortised cost. For trade and other receivable due within 12 months the Group applies
the simplified approach permitted by IFRS 9. Therefore, the Group does not track changes in credit risk,
but rather recognises a loss allowance based on the financial asset’s lifetime expected credit losses at
each reporting date.
A financial asset is impaired if there is objective evidence of impairment as a result of one or more
events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the
estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end
of each reporting period whether there is objective evidence that a financial asset, or a group of financial
assets, is impaired.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss
include:
• Significant financial difficulty of the issuer or obligor;
• A breach of contract, such as a default or delinquency in interest or principal repayments;
• The Group, for economic or legal reasons relating the borrower’s financial difficulty, granting
the borrower a concession that the lender would not otherwise consider;
• It becomes probable that the borrower will enter bankruptcy or other financial reorganisation.
The Group first assesses whether objective evidence of impairment exists.
The amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flow (excluding future credit losses that have not been incurred),
discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced
and the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the
debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit
or loss.
Financial liabilities at amortised cost
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is
due within one year or less. If not, they are presented as non-current liabilities.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45
Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using
the effective interest method.
Other financial liabilities are initially measured at fair value. They are subsequently measured at
amortised cost using the effective interest method.
Financial liabilities are de-recognised when the Group’s contractual obligations expire or are discharged
or cancelled.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other short term investments to be cash
equivalents.
Investment and loans in subsidiaries
Subsidiary fixed asset investments are valued at cost less provision for impairment. The Group applies
the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all loans in subsidiaries.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of a Company after
deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of
direct issue costs.
Share capital represents the amount subscribed for shares at nominal value.
The share premium account represents premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any
related income tax benefits. Any bonus issues are also deducted from share premium.
The share-based payments reserve represents equity-settled shared-based employee remuneration for
the fair value of the warrants issued. It also includes the warrants issued for services rendered accounted
for in accordance with IFRS 2.
Retained earnings include all current and prior period results as disclosed in the Statement of
Comprehensive Income, less dividends paid to the owners of the Company.
Gifted Shares/Other equity
Gifted shares are presented within other equity at the consideration paid for them. (this was £nil as they
were gifted shares). No gain or loss on the purchase, sale, issue or cancellation is recognised in the
profit or loss account. Where such ordinary shares are subsequently reissued, any consideration
received, net of any directly attributable incremental transaction costs and the related income tax effects,
is included in equity attributable to the owners of the Company (“Other equity”).
Borrowings - Convertible Loan Notes (‘CLNs’)
Where the equity component is material, CLNs are split into a liability component (measured at amortised
cost) and an equity component (residual value). The liability is initially recognised at the present value of
future cash flows, discounted at a market rate for similar non-convertible debt. The equity component is
recorded in equity and not subsequently remeasured.
Upon conversion, the liability is extinguished and transferred to equity without any gain or loss. If settled
early, any difference between the carrying amount and settlement price is recognised in profit or loss.
If the equity component is not material, the entire CLN is treated as a financial liability at amortised cost.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
46
Warrants issued as part of CLNs have been determined as equity instruments under IAS 32 and are
considered to have been issued at nil value.
Share-based compensation (Employee based benefits)
The Group operates an equity-settled share-based compensation plan, in that it issues share options and
warrants to its employees in recognition of their services. The fair value of these is recognised as an
employee expense with a corresponding charge to the share-based payment reserve. The total amount
to be expensed is determined by reference to the fair value of the options or warrants granted:
- Including any market performance condition (such as the entity’s share price).
- Excluding the impact of any service and non-market performance vesting conditions.
- Including the impact of any non-vesting conditions (such as the requirement to hold shares for
a specific time).
The fair value of these share options and warrants is determined using an adjusted form of the Black-
Scholes option pricing model which includes a Monte Carlo simulation model, which is considered an
appropriate valuation model as it is able to incorporate market performance conditions. The assumptions
are included in note 21 to the financial statements.
Share-based payment
The Group has two types of share-based payments other than employee compensation.
Warrants issued for services rendered which are accounted for in accordance with IFRS 2 recognising
either the costs of the service if it can be reliably measured or the fair value of the warrant (using Black-
Scholes option pricing models – see note 21).
Investor warrants issued as part of share issues have been determined as equity instruments under IAS
32. Since the fair value of the shares issued at the same time is equal to the price paid, these warrants,
by deduction, are considered to have been issued at nil value.
Equity incentive scheme
The Group operates an equity incentive scheme under which conditional share awards are granted to
employees and directors. These awards are conditional on market performance criteria but are issued in
full at the grant date, with no vesting period in accordance with IFRS 2 Share-based Payment, the fair
value of the share-based payment is measured as the number of shares granted multiplied by the market
value of the shares on the grant date. As the shares are issued immediately, the full expense is recognised
in the income statement at the grant date, with a corresponding credit to equity.
No further expense is recognised in future periods, and no adjustments are made for non-market
conditions.
Current and deferred income tax
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in profit or
loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised
in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the
year, using tax rates enacted or substantively enacted at the consolidated statement of financial position
date, and any adjustment to tax in respect of previous years.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
47
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current
tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In applying the Group’s accounting policies, which are described in note 3, the Directors are required
to make judgements (other than those involving estimations) that have a significant impact on the
amounts recognised and to make estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
(a) Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are presented
separately below), that the Directors have made in the process of applying the Group’s accounting
policies and that have the most significant effect on the amounts recognised in these financial statements.
Company only - Critical judgement in the impairment assessment of investment in subsidiaries
and recoverability of intragroup balances (see note 13 and 14)
In preparing the parent company financial statements, the Directors apply their judgement to decide if
any or all of the Company’s investment (including capital contributions) in its subsidiary should be
impaired and whether the intragroup balances is recoverable.
After a review of the licences and opportunities held by its subsidiary, the Directors do not believe an
impairment is appropriate in relation to the investment in its subsidiary and that intragroup balances are
fully recoverable.
Recoverability of other receivables (see note 14)
The Company completed its sale of its Cypriot subsidiaries on 14 September 2023. As at 31 December
2024, £185,520 of this consideration is still outstanding. In the prior year, management measured the
recoverability of this receivable, the expected credit loss (ECL), using a discounted cash flow over the
receivables expected repayment plan and made a provision of £79,256. In the current year, the Board
have made the judgement that the receivable may not be recovered and have therefore increased the
provision made in the prior year to cover all of the debt, including the interest due.
Equity incentive scheme (see note 21)
The Group has exercised judgement in determining the appropriate accounting treatment for its equity
incentive scheme, under which conditional share awards are granted. Although the awards are subject
to market performance conditions, all shares were issued immediately at the grant date with no vesting
period.
Management has judged that, in line with IFRS 2 Share-based Payment, the fair value of the awards is
appropriately measured as the number of shares granted multiplied by their market value at the grant
date. As there is no vesting period and the shares were issued immediately, the full expense has been
recognised in the income statement at the grant date. This treatment reflects the substance of the
arrangement and the absence of any ongoing service requirement.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
48
(b) Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the
reporting period that may have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year, are discussed below.
Convertible loan notes and warrants (see note 15)
The Group has issued convertible loan notes (CLNs) with attached warrants. Estimation is required to
determine the appropriate accounting treatment and fair value of each component: the host debt, the
embedded conversion option, and the warrants.
The CLN is separated into its components in line with IAS 32 and IFRS 9 and:
• Host debt was measured at amortised cost, with initial fair value being its face value due to the
short timeframe of the debt.
• Conversion option, the equity component was not considered to be material and therefore the
entire CLN is treated as a financial liability at amortised cost.
• Warrants have been assessed as equity instruments under IAS 32 and have therefore no
adjustment has been made to recognise these separately as they form part of the equity component
which is immaterial.
5. SEGMENTAL REPORTING
For the purpose of IFRS 8, the Chief Operating Decision Maker “CODM” takes the form of the Board
of directors. The Directors are of the opinion that the business of the Group focused on two reportable
segments as follows:
• Head office, corporate and administrative, including parent company activities of raising finance
and seeking new investment opportunities, all based in the UK; and
• Mineral exploration, based in Morocco.
The geographical information is the same as the operational segmental information shown below:
| Year ending 31 | ||||
| December 2024 | ||||
| (Continuing | ||||
| operations) | ||||
| Corporate and | ||||
| Administrative | ||||
| (UK) | ||||
| £ | ||||
| (Continuing | ||||
| operations) | ||||
| Mineral | ||||
| exploration | ||||
| (Morocco) | ||||
| £ | ||||
| (Discontinued | ||||
| operations) | ||||
| Mineral | ||||
| exploration | ||||
| (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) |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
49
| Year ending 31 | ||||
| December 2023 | ||||
| (Continuing | ||||
| operations) | ||||
| Corporate and | ||||
| Administrative | ||||
| (UK) | ||||
| £ | ||||
| (Continuing | ||||
| operations) | ||||
| Mineral | ||||
| exploration | ||||
| (Morocco) | ||||
| £ | ||||
| (Discontinued | ||||
| operations) | ||||
| Mineral | ||||
| exploration | ||||
| (Cyprus) | ||||
| £ | ||||
| TOTAL | ||||
| £ | ||||
| Operating loss | ||||
| from total | ||||
| operations before | ||||
| and after taxation | (946,207) | (32,286) | ||
| (36,988) | (1,015,481) | |||
| Gain on disposal | ||||
| of subsidiaries | - | - | 1,263,579 | 1,263,579 |
| 248,098 | ||||
| Segment total | ||||
| assets – (net of | ||||
| investments in | ||||
| subsidiaries) | ||||
| 245,952 | 5,123 | |||
| - | ||||
| 251,075 | ||||
| Segment | ||||
| liabilities | (303,380) | (31,592) | - | (334,972) |
6. EXPENSES BY NATURE
| (Continuing operations) | Year ended 31 | |
| December 2024 | ||
| £ | ||
| Year ended 31 | ||
| December 2023 | ||
| £ | ||
| Wages and salaries (see note 8) | 417,478 | 439,407 |
| Share-based payment (see note 21) | ||
| 16,371 | 1,904 | |
| Legal and professional fees | 194,463 | 359,062 |
| Travel | 30,511 | 29,294 |
| Office and sundry expenditure | 30,675 | 77,191 |
| Insurance | 16,141 | 19,213 |
| Regulatory fees | 61,391 | 44,085 |
| ECL provision* | - | - |
| Depreciation | 25,626 | 55,197 |
| 792,656 | 1,025,353 |
*The ECL provision relates to discontinued operations which arose from disposal of subsidiaries in
prior years of £106,263 (2023: £79,262) (see note 19 for further details). The prior year charge has
been reclassified from continuing to discontinued operations.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
50
During the year the Group obtained the following services from their auditors and its associates:
| Year ended 31 | ||
| December 2024 | ||
| £ | ||
| Year ended 31 | ||
| December 2023 | ||
| £ | ||
| Fees payable to the Company’s auditor and its | ||
| associates in relation to the audit of the parent | ||
| company and consolidated financial statements | ||
| 51,800 | ||
| 50,000 | ||
| Fees payable to the Company’s auditor and its | ||
| associates in relation to the audit of the | ||
| Company’s subsidiaries | ||
| - | ||
| - | ||
| 51,800 | 50,000 |
7. FINANCE COSTS
| Year ended 31 | ||
| December 2024 | ||
| £ | ||
| Year ended 31 | ||
| December 2023 | ||
| £ | ||
| Interest payable | 38,203 | 5,204 |
| 38,203 | 5,204 |
8. DIRECTORS AND EMPLOYEES
The monthly average number of people employed by the Group, including Executive Directors, was:
| 2024 | 2023 | |
| Operations | ||
| - | - | |
| Corporate and administration | ||
| 4 | 2 | |
| 4 | 2 |
The Directors were the key management personnel. Remuneration in respect of these Directors and
Employees was:
| Year ended 31 | ||
| December 2024 | ||
| £ | ||
| Year ended 31 | ||
| December 2023 | ||
| £ | ||
| Wages and salaries | ||
| 305,663 | 405,737 | |
| Social security costs | ||
| 16,325 | 33,656 | |
| Pension costs | ||
| - | 13 | |
| Equity incentive plan (see note 21) | ||
| 95,490 | 1,904 | |
| 417,478 | 441,310 |
The highest paid director received £147,077 in 2024 (2023: £151,866).
9. INCOME TAX
No charge to taxation arises due to the losses incurred.
The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the
weighted average tax rate applicable to the losses of the consolidated entities as follows:
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
51
| GROUP | Year ended | |
| 31 December | ||
| 2024 | ||
| Year ended | ||
| 31 December | ||
| 2023 | ||
| £ | £ | |
| (Loss)/profit | ||
| before tax | (928,680) | 248,098 |
| Tax at the applicable rate of 25% (2023:22%) | (236,551) | 55,159 |
| Disallowed expenses (including ECL and gain on | ||
| disposal) at 25% | ||
| 33,942 | ||
| (293,178) | ||
| Losses for which no deferred tax is recognised | (202,609) | (238,019) |
| Total tax charge | - | - |
The weighted average applicable tax rate of 25% (2023: 22%) used is a combination of the 25%
standard rate of corporation tax in the UK and 32% Moroccan corporation tax.
The Group has total tax losses of £2,710,627 to carry forward against future profits (2023: £2,508,018
losses carried forward). No deferred tax asset on losses carried forward has been recognised on the
grounds of uncertainty as to when profits will be generated against which to relieve said amount.
10. EARNINGS PER SHARE
The calculation for earnings per Ordinary Share (basic and diluted) is based on the consolidated loss
attributable to the equity shareholders of the Company is as follows:
| Continuing operations: | ||
| Year ended | ||
| 31 December 2024 | ||
| Year ended | ||
| 31 December 2023 | ||
| Total loss for the year (£) | (822,417) | (1,015,481) |
| Weighted average number of Ordinary shares* | 71,072,477 | 50,252,945 |
| Total loss per Ordinary share (£) | (0.012) | (0.020) |
| Continuing and discontinued operations: | ||
| Total (loss)/profit | ||
| for the year (£) | (928,680) | 248,098 |
| Weighted average number of Ordinary shares | 71,072,477 | 50,252,945 |
| Total (loss)/profit per Ordinary share (£) | (0.013) | 0.004 |
Earnings and diluted earnings per Ordinary share are calculated using the weighted average number of
Ordinary shares in issue during the period. There were no dilutive potential Ordinary shares outstanding
during the period.
*Shares held by the Company at year end of 1,129,592 (gifted shares) have been excluded from the
weighted average number of Ordinary shares calculation from the date of gift as these shares are
non-
voting shares as they are held by the Company.
11. INTANGIBLE ASSETS
| Group | |
| Exploration and | |
| Evaluation assets | |
| Cost and Carrying Value | £ |
| At 1 January 2023 | - |
| Additions | 2,331 |
| At 31 December 2023, 2024 | 2,331 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
52
In accordance with IFRS 6, the Directors undertook an assessment of the following areas and
circumstances which could indicate the existence of impairment:
• The Group’s right to explore in an area has expired, or will expire in the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to
the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be fully recovered from future
development and production.
No impairment was indicated in the current year.
12. TANGIBLE FIXED ASSETS
| Group and Company | Vehicles | |
£ | ||
| Total Assets | ||
£ | ||
| Cost | ||
| At 1 January 2024 | 102,504 | 102,504 |
| At 31 December 2024 | 102,504 | 102,504 |
| Accumulated depreciation | ||
| At 1 January 2024 | (22,179) | (22,179) |
| Depreciation charge for the year | ||
| (25,626) | (25,626) | |
| At 31 December 2024 | (47,805) | (47,805) |
| Net book value | ||
| At 31 December 2023 | ||
| 80,325 | 80,325 | |
| At 31 December 2024 | 54,699 | 54,699 |
Right-of-use assets: The assets relate to vehicle leases which have been accounted for as Right-of-use
assets under IFRS 16. Additions to the right-of use assets during 2024 financial year were £nil (2023:
£62,586) and the depreciation charge was £25,626 (2023: £55,197).
Lease liabilities
Current £23,584 (2023: £23,584)
Non-current £34,980 (2023: £53,494)
13. INVESTMENTS IN SUBSIDIARIES
| Company | £ |
| Cost and net book amount | |
| At 1 January 2024, investments | 7,974 |
| At 1 January 2024, capital contributions | 27,726 |
| 35,700 | |
| Additions, capital contributions | 72,181 |
| At 31 December 2024 | 107,881 |
Information about the composition of the Group at the end of the reporting period is as follows:
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
53
| Name | Principal activity | Place of incorporation | |
| and operation | |||
| % owned | |||
| subsidiary | |||
| Atlantic Research Minerals | |||
| SARL (“ARM”) | Mineral exploration | Morocco | 80% |
The registered office of ARM is N°31, Bloc E, Lot Admine Ait Melloul Inezgane, Morocco.
On 3 July 2023, the Company acquired 80% of the share capital of Atlantic Resource Minerals (ARM),
a company incorporated in Morocco for £7,974. This was accounted for as an asset acquisition.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed as a result
of the acquisition are as follows:
| 80% Net book | |||
| value of assets | |||
| acquired | |||
| Fair value | |||
| adjustments | |||
| Fair value of | |||
| assets | |||
| acquired | |||
| £ | £ | £ | |
| Intangible assets | - | 2,331 | 2,331 |
| Financial assets | 6,233 | - | 6,233 |
| Financial liabilities | (590) | - | (590) |
| Total identifiable assets acquired and | |||
| liabilities assumed | 5,643 | 2,331 | 7,974 |
| Fair Value of Consideration Paid: | |||
| Total cash consideration | |||
| 7,794 |
Under IFRS 3, a business must have three elements: inputs, processes and outputs. ARM is an early
stage exploration company. It has no mineral reserves and no plan to develop mines. It has a title to
mineral properties but this could not be considered an input because of its early stage of development.
The company do not have processes to produce outputs and have not completed a feasibility study or a
preliminary economic assessment on any of its properties and no infrastructure or assets that could
produce outputs. Therefore, the Directors’ conclusion is that the above transaction is an asset acquisition
and not a business combination. The fair value adjustment to intangible assets of £2,331 represents the
excess of the purchase consideration of £7,794 ($10,000 in cash) over the excess of the net assets
acquired, £5,643.
During the prior period since acquisition, ARM made a loss of £31,756. If the acquisition had occurred
on 1 January 2023, consolidated pro-forma loss for the year ended 31 December 2023 would have been
£33,057.
On 14 September 2023, the Company announced the completion of the sale of its Cyprus assets which
had been originally agreed in the Share Purchase Agreement (the “SPA”) with PM Ploutonic Metals Ltd
(“Ploutonic”) and Indo-European Mining PR Ltd (“Indo”), dated 26 January 2023. See note 19 for
further details.
14. RECEIVABLES
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | £ | £ | |
| Prepayments and other receivables | 117,533 | 143,634 | 100,665 | 139,930 |
| Amounts receivable from | ||||
| subsidiary undertakings | - | - | 75,062 | - |
| Total current receivables | 117,533 | 143,634 | 175,727 | 139,930 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
54
Other receivables at year end includes a balance of £185,520 which is due from the sale of the Cypriot
assets. A full ECL provision of £185,520 (2023: £79,257) has been provided against this receivable, a
charge of £106,263 has been made to the profit and loss account in the year (2023: £79,257).
15. TRADE CREDITORS AND OTHER PAYABLES
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | £ | £ | |
| Trade payables | 58,049 | 120,245 | 53,547 | 119,642 |
| Other payables and accruals | 184,576 | 125,715 | 184,575 | 124,827 |
| Taxes and social security | 2,358 | 11,934 | 665 | 11,311 |
| Trade and other payables | 244,983 | 257,894 | 238,787 | 255,780 |
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | £ | £ | |
| Convertible loan notes | 215,560 | - | 215,560 | - |
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | £ | £ | |
| Lease liabilities – short term | 23,584 | 23,584 | 23,584 | 23,584 |
The carrying value of the liabilities above is deemed to equate to their fair value, due to their short-term
nature.
Convertible loan notes:
During 2024, the Company announced the issue of an unsecured convertible loan note instrument with
a facility of up to £1 million. The main terms being a maturity date of 12 months from issue, a conversion
price of £0.011 and interest rate of 5%. These terms were subsequently changed during the year to a
maturity date of 31 December 2025 and a backdated interest rate of 15% was charged. Warrants were
also attached to these CLNs with a ratio of one warrant for every one convertible share and an exercise
price of £0.013.
Between 16 July 2024 and 20 September 2024, the Company issued £575,000 of CLNs.
Between 27 November 2024 and 23 December 2024, £376,460 of the total loan notes were converted
and interest was calculated and paid up to the 31 December 2024. The remaining portion of the loan
notes were converted on the 27 March 2025. The convertible loan notes are presented in the balance
sheet as follows:
| £ | |
| Face value of notes issued | 575,000 |
| Other equity securities – value of conversion rights* | - |
| Loan notes converted | (376,460) |
| 198,540 | |
| Interest expense** | 32,929 |
| Interest paid | (15,909) |
| Balance as at 31 December 2024 | 215,560 |
* There is no material difference between the initial fair value of the notes and their carrying amount,
since the interest payable on those borrowings is close to the current market rate for such a loan and
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
55
the redemption date is 31 December 2025, therefore the equity component is not material and has not
been recognised.
**interest expense is calculated by applying the actual interest rate of 15% to the liability outstanding
on a daily basis and was paid in shares at the request of the note holders.
16. NON-CURRENT LIABILITIES
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | £ | £ | |
| Lease liabilities (see note 12) | 34,980 | 53,494 | 34,980 | 53,494 |
| 34,980 | 53,494 | 34,980 | 53,494 |
The maturity of the lease liabilities is set out in note 24.
17. SHARE CAPITAL AND SHARE PREMIUM
| Number of | ||||
| Ordinary | ||||
| shares | ||||
| Share capital | ||||
| £ | ||||
| Share | ||||
| premium | ||||
| £ | ||||
| Total | ||||
| £ | ||||
| As at 31 December 2023 | 61,211,258 | 612,113 | 5,840,002 | 6,452,115 |
| Issued 26 March 2024 | 12,242,251 | 122,423 | 30,606 | 153,029 |
| Issued 25 July 2024 | 7,345,350 | 73,454 | 22,036 | 95,490 |
| Issued 23 October 2024 | 3,068,243 | 30,682 | 3,068 | 33,750 |
| Issued 27 November 2024 | 1,462,926 | 14,629 | 1,463 | 16,092 |
| Issued 23 December 2024 | 29,601,743 | 296,017 | 29,602 | 325,619 |
| Movement | ||||
| 53,720,513 | 537,205 | 86,775 | 623,980 | |
| Less share issue costs | - | - | (13,696) | (13,696) |
| As at 31 December 2024 | 114,931,771 | 1,149,318 | 5,913,081 | 7,062,399 |
On 26 March 2024, the Company issued 12,242,251 new ordinary shares and 8,018,647 ordinary shares
held as gifted shares as part of a placing, raising cash of £253,262 at a price of £0.0125 per ordinary
share. The expenses for this of £13,696 were netted off the share premium account.
On 25 July 2024, the Company issued 7,345,350 new ordinary shares to its Directors as part of its 2024
Equity Incentive Scheme.
On 23 October 2024, the Company issued 3,068,243 new ordinary shares to convert both the principal
and accrued interest of an existing CLN and extinguished £33,750 of debt.
On 27 November 2024, the Company issued 1,462,926 new ordinary shares and 1,537,074 ordinary
shares held as gifted shares, to convert both the principal and accrued interest of a CLN and extinguished
£33,000 of debt.
On 23 December 2024, the Company issued 29,601,743 new ordinary shares to convert both the
principal and accrued interest of an existing CLN and extinguished £325,619 of debt.
18. GIFTED SHARES/OTHER EQUITY
Other equity consists of gifted Shares in Critical Mineral Resources Plc that are held by the Company.
These were gifted back to the Company in 2022 for nil consideration and were therefore recognised in
other equity at nil value.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
56
| Number of Gifted | |||
| Shares | |||
| Price | |||
| £ | |||
| Other Equity | |||
| £ | |||
| As at 31 December 2023 | 10,685,313 | - | - |
| Issue 26 March 2024 gifted shares | 8,018,647 | 0.0125 | 100,233 |
| Issue 27 November 2024 gifted shares | 1,537,074 | 0.011 | 16,908 |
| As at 31 December 2024 | 1,129,592 | - | 117,141 |
On 15 March 2024 (admitted to trading on 26 March 2024), the Company announced the placement of
8,018,647 of these ordinary shares at a price of 1.25 pence per share and on 27 November 2024, the
Company announced the placement of 1,537,074 of these ordinary shares at a price of 1.1 pence per
share.
Post year end, on 27 March 2025, the Company announced the placement of the remaining 1,129,592
gifted shares at a conversion price of £0.011 per share.
19. DISPOSAL OF SUBSIDIAIRES
On 14 September 2023, the Company announced the completion of the sale of its Cyprus assets which
had been originally agreed in the Share Purchase Agreement (the “SPA”) with PM Ploutonic Metals Ltd
(“Ploutonic”) and Indo-European Mining PR Ltd (“Indo”), dated 26 January 2023. This was in line with
the Heads of Agreement that was announced on 7 December 2022. The carrying value of these
investments were revalued at 31 December 2022, in line with IFRS 5, at the fair value less costs to sell,
at £424,328, resulting in an impairment of investments of £1,034,595 at the prior year end. The fair
value less costs to sell is based on the agreed consideration for the Cypriot assets as per the SPA with
the vendor. This is Level 3 on the fair value hierarchy. This valuation did not include the “Revised
Valuation Amount” of $432,000 which becomes payable, by the acquirer, if a new JORC or NI 43-101
compliant Troulli mineral resource estimate of 7.75 million tonnes or more at a 0.5% Copper equivalent
or higher is reported.
No amounts have been recognised in respect of this element of contingent consideration as there is
currently insufficient visibility surrounding the probability of this condition being met.
The profit on disposal of the Cypriot assets is calculated as follows:
| £ | |
| Fair value of consideration received | 424,328 |
| Net assets disposed of (other than cash): | |
| Exploration assets (intangibles) | 410,710 |
| Property, plant and equipment | 44,828 |
| Trade and other receivables | 34,065 |
| Trade and other payables | (102,193) |
| Legal liability with BMG | (1,126,659) |
| Total of net liabilities at disposal | (739,249) |
| Less NCI share | 33,764 |
| Group’s share of net assets on disposal | (705,485) |
| Less foreign exchange | 705 |
| Recognition of foreign exchange on disposal (see note 20) | 212,323 |
| Total profit on disposal | 1,342,841 |
| Less reclassification of prior year ECL | (79,262) |
| Total profit on disposal | 1,263,579 |
In current year a further ECL provision of £106,263 was made for the outstanding receivable due from
the disposal of the Cypriot assets. This has been included in discontinued operations in the current year
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
57
consolidated statement of profit or loss.
The following information relates to the Cypriot assets from 1 January 2023 to the disposal date of 14
September 2024.
| £ | |
| Operating losses | (36,988) |
| Net cash outflow | (26,194) |
20. FOREIGN EXCHANGE TRANSLATION RESERVE
| £ | |
| As at 31 December 2023 | 56 |
| Foreign exchange movements Group | (5,690) |
| Foreign exchange movements NCI | (724) |
| As at 31 December 2024 | (6,358) |
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 warrants | Exercise price (pence) | |
| As at 31 December 2023 | 732,000 | 5.0p to 20.0p |
| Issued in the year | ||
| 27,227,273 | 1.1p to 1.3p | |
| Lapsed in the year | ||
| (732,000) | 5.0p to 20.0p | |
| As at 31 December 2024 | 27,227,273 | 1.3p |
The weighted average exercise price of the warrants at the year end is £0.013 (2023: £0.14). The
weighted average life of the warrants at the year end is 2.56 years (2023: 0.54 years).
Current warrants
The Group has issued the following warrants, which are still in force at the balance sheet date.
| Date of Issue | Reason for issue | No. of | ||
| warrants | ||||
| Exercise price | ||||
| pence per share | ||||
| Remaining | ||||
| life in years | ||||
| 16 July 2024 | CLN 1 Warrants to CLN holders | 22,727,273 | 1.3p | 2.5 |
| 16 July 2024 | Broker warrants- services | 1,090,909 | 1.1p | 2.5 |
| 20 September 2024 | CLN 2 Warrants to CLN holders | 3,409,091 | 1.3p | 2.7 |
| 27,227,273 |
The Broker warrants have been identified as warrants issued for the cost of financing and the services
with respect to this financing and are therefore accounted for in accordance with IFRS 2. As the costs
of the service cannot be reliably measured, the fair value of the warrants have been calculated using
Black-Scholes option pricing models.
| Broker Warrants | |
| 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 | £4,946 |
Expected volatility has been based on an evaluation of the historical volatility of similar Company’s
share prices in the same industry and listed on the same Exchange. The fair value has been discounted
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
58
by 50% to account for the early stage development of the Company and limited liquidity due to its small
cap nature.
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.
2,000,000 options were cancelled in the year, resulting in 2,400,000 options being outstanding at year
end. None of these options has vested at year end.
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.
The Board 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.
These options are valued in accordance with IFRS 2, as equity settled share-based payment transactions.
£104,734 has been recognised as the fair value of employee compensation and this will be charged over
a period of 5 years in the profit and loss account (£20,947 per annum). In the prior year this annual
charge was reduced to £11,426 (net £1,904) due to the forfeiting of 2 million options by a former
Director. The fair value was calculated using the Black Scholes model for inputs and a Monte Carlo
simulation; this application simulates the stock’s share price for a specified number of days. The inputs
are shown in the table below.
| Share Options | |
| Share price | 5.5p |
| Exercise price | 7.5p |
| Expected life | 5 years |
| Volatility | 83% |
| Risk-free interest rate | 3.04 % |
| Expected dividends | - |
| Fair values | £0.024 per share |
Equity incentive scheme
On 22 July 2024, the Company issued equity (7,345,350 new ordinary shares) to the Directors under the
Company Equity Incentive Scheme and these were valued at the share price on the date of their
Admission (1.3p). This resulted in a one-off annual charge to the profit and loss account in the year of
£95,490.
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 based payment charge
| Year ended 31 | ||
| December 2024 | ||
| £ | ||
| Year ended 31 | ||
| December 2023 | ||
| £ | ||
| Broker warrants | 4,945 | - |
| Share option charge | 11,426 | 1,904 |
| 16,37 | 1 1,904 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
59
22. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have
been eliminated on consolidation.
Amounts owed to the parent company by subsidiaries are as follows:
Funding provided directly to the subsidiaries by the parent company during the year are as follows:
ARM £150,083 (2023: £28,949)
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 3 July 2023, the Company acquired 80% of the share capital of Atlantic Resource Minerals (ARM),
a company incorporated in Morocco for £7,974. Noureddine Sabraoui owned 100% of ARM prior to
acquisition and 20% post acquisition.
On 16 January 2024, the Company announced the proposed acquisition of Hesperis Resources SARL
(“Hesperis”), a Moroccan registered company for an initial consideration of 3,000,000 Ordinary shares.
Noureddine Sabraoui is a 25% beneficial owner of Hesperis. The Directors of the Company confirm
that having exercised reasonable care, skill and diligence, the related party transaction is fair and
reasonable insofar as the shareholders of Critical Mineral Resources are concerned. This acquisition
has not taken place as at the date of this report and accounts.
Transactions with Other Related Parties:
On 30 January 2024, KM Securities Pty Ltd (“KM Securities”, now Williamsons Private Equity Pty
Limited), in which Russell Thomson, a Non – Executive Director of the Company is a 50% shareholder
acquired 10 million Ordinary shares from EV Metals Group Plc (holding of 16.3%).
On 15 March 2024, KM Securities (Williamsons Private Equity Pty Limited) acquired a further 2 million
Ordinary shares in the Company.
Mr Dominic Traynor is a Partner at Druces LLP who have provided the Company with legal services
during the year costing £32,098 (2023: £10,228) and the balance due to Druces LLP at year end was
£1,966 (2023: £6,570). Since being appointed as a Director of the Company Dominic has not been part
of the legal team providing services to the Company.
23. COMMITMENTS, PROVISIONS, CONTINGENT LIABILITIES AND ASSETS
The Group had not entered into any material capital commitments as at 31 December 2024 (2023: £nil).
24. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
Capital risk management
The Directors’ objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for Shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. At the date of these financial
statements, the Group had been financed from equity and borrowings.
The Group is exposed through its operations to a number of risks, the most significant of which are
credit risk, liquidity risk and foreign exchange risks. In common with all other businesses, the Group is
exposed to risks that arise from its use of financial instruments. This note describes the Group’s
objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial
statements.
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
60
Financial instruments
Categories of financial assets and liabilities
The carrying amounts presented in the Consolidated and Company Statement of financial position relate
to the following categories of assets and liabilities:
| Group | Company | |||
| As at | ||||
| 31 December | ||||
| 2024 | ||||
| £ | ||||
| As at | ||||
| 31 December | ||||
| 2023 | ||||
| £ | ||||
| As at | ||||
| 31 December | ||||
| 2024 | ||||
| £ | ||||
| As at | ||||
| 31 December | ||||
| 2023 | ||||
| £ | ||||
| Financial assets measured | ||||
| at amortised cost: | ||||
| Trade and other receivables | - | 104,827 | 75,061 | 102,268 |
| Cash and cash equivalents | 70,073 | 24,785 | 9,188 | 23,366 |
| 70,073 | 129,612 | 84,249 | 125,634 | |
| Financial liabilities | ||||
| measured at amortised | ||||
| cost: | ||||
| Trade and other payables | 244,982 | 257,894 | 238,788 | 255,780 |
| Lease liabilities and CLNs | 156,995 | 77,078 | 156,995 | 77,078 |
| 401,977 | 334,972 | 395,783 | 332,858 |
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:
Credit risk
The Group’s credit risk arises from cash and cash equivalents with banks and financial institutions. For
banks and financial institutions, only independently rated parties with minimum rating “A” are accepted
in the UK. The Group banks with Coutts & Co, part of the NatWest group, who have a Fitch Credit
rating of A and therefore the credit risk is not considered material.
Liquidity risk
Liquidity risk arises from the Directors’ management of working capital. It is the risk that the Group
will encounter difficulty in meeting its financial obligations as they fall due. Liquidity risk has reduced
due to the investment in the Company entered into post year end.
Maturities of financial liabilities
The table below analyses the Group’s financial liabilities in relation to continuing operations based on
their undiscounted contractual maturities (cashflow):
| Within 12 months | Between 2 and 5 years | |
| Lease liabilities | £ | £ |
| Vehicles | 23,782 | 80,332 |
CRITICAL MINERAL RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
61
Currency risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Group reports in Pounds Sterling, but the
functional currency of its subsidiary held at year end is the Moroccan Dirham (MAD). The Group does
not currently hedge its exposure to other currencies. The Group’s cash and cash equivalents are held in
Pounds Sterling and MAD. At 31 December 2024, 87% (2023:6%) of the Group’s cash and cash
equivalent were held in MAD. A 10% movement in the exchange rate would have an effect of £6,088
on the Group’s results.
25. ULTIMATE CONTROLLING PARTY
The Directors consider that there is no ultimate controlling party.
26. EVENTS AFTER THE REPORTING DATE
On 10 March 2025, the Company announced it had signed an investment agreement with Gilini Holdings
Ltd (the "Investor") which has committed to an investment of up to £2,500,000, of which £2,075,000 is
structured to have an average price of 1.48p.
The investment will be used to fund project acquisitions, working capital and to expand its commodities
trading venture. The Company will continue to focus all its efforts in Morocco.
The first £425,000 investment, which has been received by the Company, is made via the issue of
convertible loan notes, convertible into ordinary shares of the Company at £0.011 per share, maturing
on 31 December 2028. The CLNs attract interest of 15% pa and have one for two warrants attached to
each share represented by the principal amount of CLNs. Each of the warrants will be exercisable at a
price of £0.013 until 31 December 2028 (“First Tranche CLNs”).
The second tranche of £1,325,000 is expected in the second quarter of 2025 and will consist of a
£825,000 subscription for Ordinary Shares at a price of 1.45p and £500,000 through a second convertible
loan instrument (“Second Tranche Investment”).
The third tranche of £750,000 will be invested in the first quarter of 2026 through a subscription of
ordinary Shares at a price of 1.53p.
The second and third tranches are contingent on the Company entering into a formal agreement on one
or more development projects in Morocco, most likely to be copper or manganese. The Investor may
choose to accelerate the Subsequent Finance, depending on the capital requirements of the Company.
If the issue of Ordinary Shares to the Investor brings their shareholding above 29.9% and require them
to make a mandatory offer for the Company under the Takeover Code, the ratio of Ordinary Shares to
convertible loan notes to be subscribed for would be adjusted to ensure this does not occur.
On 20 March 2025, the Company announced that it had secured an additional £462,474 (US$600,000)
through the issue of convertible loan notes, convertible into ordinary shares in the Company at £0.0145
per share and accruing interest of 5% per annum. The loan notes have a redemption date twelve months
from the date of issue.
On 27 March 2025, the Company announced that it had converted the balance of the outstanding loan
notes of £237,483 into 20,459,728 new ordinary shares of £0.01 each and the remaining 1,129,592 gifted
shares at a conversion price of 1.1p per share.