CAERUS MINERAL RESOURCES PLC

Interim / Quarterly Report • Sep 30, 2025

National Storage Mechanism | Additional information

Critical Mineral Resources Plc - HALF YEAR REPORT

PR Newswire

LONDON, United Kingdom, September 30

30 September 2025

Critical Mineral Resources PLC

(' CMR ' or the ' Company ')

Interim Results

Critical Mineral Resources plc (CMRS), the exploration and development company focused on critical metals and minerals in Morocco, is pleased to announce its unaudited interim results for the six months ended 30 June 2025 ('H1 2025' or the 'Period').

Highlights in H1 2025

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

Charles Long, Chief Executive Officer, commented:

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

For further information, please contact:

Critical Mineral Resources PLC Charles Long,   Chief Executive Officer	[email protected]
Novum Securities Jon Belliss	+44 (0) 20 7399 9425

Notes To Editors

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

CMR identified   Morocco   as an ideal mining-friendly jurisdiction that meets its acquisition and operational criteria. The country is perfectly located to supply raw materials to   Europe   and possesses excellent prospective geology, good infrastructure and attractive permitting, tax and royalty conditions. In 2023, CMR acquired an 80% stake in leading Moroccan exploration and geological services company Atlantic Research Minerals SARL. In 2025, CMR signed a definitive joint venture agreement to earn-in to 60% of the Agadir Melloul sediment hosted copper and silver project.

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

CONDENSED INCOME STATEMENT

Six months ended 30 June 2025  

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

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

CONDENSED BALANCE SHEET

Six months ended 30 June 2025  

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

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

CONDENSED CASHFLOW STATEMENT

Six months ended 30 June 2025  

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

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

CONDENSED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 June 2025  

	Share capital	Share premium	Other equity	Share-based payment reserve	Retained earnings	Foreign exchange reserve	Non-controll’g interest	Total
	£	£	£	£	£	£	£	£
Balance as at 30 June 2024	734,536	5,856,912	100,233	34,584	(6,839,857)	(719)	(9,833)	(124,144)
Comprehensive income
Loss for the 6 months	-	-	-	-	(639,580)	-	(9,851)	(649,431)
Exchange differences on translation of foreign operations	-	-	-	-	-	(5,639)	513	(5,126)
*Total comprehensive income for the 6 months***	*-***	*-***	*-***	*-***	*(639,580)***	*(5,639)***	*(9,338)***	*(654,557)***
Transactions with owners recognised directly in equity
Issue of shares	414,782	56,169	16,908	-	-	-	-	487,699
Lapsed warrants	-	-	-	(11,733)	11,733	-	-	-
Share based payments	-	-	-	16,371	-	-	-	16,371
*Total transactions with owners recognised directly in equity***	*414,622***	*-***	*-***	*4,638***	*11,733***	*-***	*-***	*430,993***
Balance as at 31 December 2024	1,149,318	5,913,081	117,141	39,222	(7,467,704)	(6,358)	(19,171)	(274,471)
Comprehensive income
Loss for the 6 months	-	-	-	-	(439,040)	-	(6,485)	(445,525)
Exchange differences on translation of foreign operations	-	-	-	-	-	2,441	(945)	1,496
*Total comprehensive income for the 6 months***	*-***	*-***	*-***	*-***	*(439,040)***	*2,441***	*(7,430)***	*(444,029)***
Transactions with owners recognised directly in equity
Issue of shares	773,563	276,891	12,425	-	-	-	-	1,062,879
*Total transactions with owners recognised directly in equity***	*773,563***	*276,891***	*12,425***	*-***	*-***	*-***	*-***	*1,062,879***
Balance as at 30 June 2025	1,922,881	6,189,972	129,566	39,222	(7,906,744)	(3,917)	(26,601)	344,379

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

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

1. General information

The principal activity of the Company and its subsidiaries (the Group) is in mineral exploration and the development of appropriate exploration projects. The Company’s registered office is at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF.   Its shares are listed on the Main Market of the London Stock Exchange under the ticker “CMRS”, in the “Equity Shares – Transition” category. On 17 August 2023 the Company changed its name from   Caerus Mineral Resources PLC   to   Critical Mineral Resources PLC.

1. BASIS of PREPARATION

These condensed interim financial statements are for the six months ended 30 June 2025 and have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 31 December 2024.

The Group have chosen to adopt IAS 34 “Interim Financial Reporting” in preparing this interim financial information.   They do not include all the information required in annual financial statements, and they should be read in conjunction with the consolidated financial statements for the year ended 31 December 2024 and any public announcements made by Critical Mineral Resources Plc (“CMR”) during the interim reporting period.

The business is not considered to be seasonal in nature.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates.   The functional currency of the parent company CMR is Pounds Sterling (£) as this is the currency that finance is raised in.   The functional currency of its subsidiary is the Moroccan Dirham as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out in the Annual Report and Accounts.

The condensed interim financial statements have been approved for issue by the Board of Directors

on 29 September 202 5.

New standards, amendments and interpretations adopted by the Group.

During the current period the Group adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 January 2025.   This adoption did not have a material effect on the accounting policies of the Group.

New standards, amendments and interpretations not yet adopted by the Group.

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of these interim Financial Statements have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial statements.

Going concern

The condensed interim financial statements have been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the condensed interim financial statements.

The Group’s assets are not currently generating revenues, an operating loss has been reported and an operating loss is expected in the 12 months subsequent to the date of these financial statements. Notwithstanding this, the Company expects to receive £400,000 from its strategic investor in lne with the subscription agreement, and there are outstanding warrants which the directors anticipate will be exercised in the near term. In addition, the directors are confident that further funding could be secured through an equity raise if required.

The Board, whilst acknowledging this material uncertainty, remains confident of raising finance and therefore have concluded that there is a reasonable expectation that the Company has access to adequate resources to continue in operational existence for the foreseeable future. In the event of lack of funds, the Directors would implement temporary reductions in salaries.   For this reason, the Directors have adopted the going concern basis in preparing the condensed interim f inancial statements.

Risks and uncertainties

The Directors continuously assess and monitor the key risks of the business. The key risks that could affect the Group's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group’s most recent annual financial statements for the year ended 31 December 2024.

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in Group’s most recent annual financial statements for the year ended 31 December 2024.   The nature and amounts of such estimates have not changed during the interim period.

1. SEGMENTAL REPORTING

For the purpose of IFRS 8, the Chief Operating Decision Maker “CODM” takes the form of the board of directors. The Directors are of the opinion that the business of the Group focused on two reportable segments as follows:

• Head office, corporate and administrative, including parent company activities of raising finance and seeking new investment opportunities, all based in the UK; and
• Mineral exploration, all based in Morocco

The geographical information is the same as the operational segmental information shown below.

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

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

1. ADMINISTRATIVE EXPENSES

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

1. EARNINGS PER SHARE

The calculation for earnings per Ordinary Share (basic and diluted) is based on the consolidated loss attributable to the equity shareholders of the Company is as follows:

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

Earnings and diluted earnings per Ordinary share are calculated using the weighted average number of Ordinary shares in issue during the period.   There were no dilutive potential Ordinary shares outstanding during the period.   

1. INVESTMENT IN ASSOCIATES AND JOINT VENTURES

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

1. TRADE AND OTHER PAYABLES

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

1. SHARE CAPITAL AND SHARE PREMIUM

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

1. OTHER EQUITY

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

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

WARRANTS AND OPTIONS

The following table sets out the movement of warrants during the period, no warrants were exercised during either period:

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

1. CONVERTIBLE LOAN NOTES

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

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

During the period the Company issued the following CLNs:

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

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

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

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

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

1. SUBSEQUENT EVENTS

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

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

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

1. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

• An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

• Material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

---

---