Critical Mineral Resources Plc - Annual Financial Report

30 April 2026 Critical Mineral Resources PLC (`CMR' or the `Company') Annual Results Critical Mineral Resources PLC (`CMR', `CMRS' or the `Company'), the exploration and development company focused on critical metals and minerals in Morocco is pleased to announce its audited results for the year ended 31 December 2025. The Report and Accounts for the year ended 31 December 2025, are now available on the Company's website at www.cmrplc.com, a copy will also shortly be made available on the FCA's National Storage Mechanism ("NSM") in electronic format, as required under DTR obligations. +------------------------------------+--------------------+ |Critical Mineral Resources PLC |[email protected] | | | | |Charles Long,Chief Executive Officer| | +------------------------------------+--------------------+ |Shard Capital LLP |+44 (0) 207 186 9952| | | | |Erik Woolgar | | | | | |Damon Heath | | +------------------------------------+--------------------+ Notes To Editors Critical Mineral Resources (CMR) PLC is an exploration and development company focused on developing assets that produce critical minerals for the global economy, including those essential for electrification and the clean energy revolution. Many of these commodities are widely recognised as being at the start of a supply and demand supercycle. CMR is building a diversified portfolio of high-quality metals exploration and development projects in Morocco, focusing on copper, manganese and potentially other critical minerals and metals. CMR identified Morocco as an ideal mining -friendly jurisdiction that meets its acquisition and operational criteria. The country is perfectly located to supply raw materials to Europe and possesses excellent prospective geology, good infrastructure and attractive permitting, tax and royalty conditions. In 2023, the Company acquired an 80% stake in leading Moroccan exploration and geological services company Atlantic Research Minerals SARL. The Company is listed on the London Stock Exchange (CMRS.L). More information regarding the Company can be found at www.cmrplc.com Chief Executive Officer's Report During 2025 CMR established itself as a developer of a high-quality sedimentary copper silver project. To get to this point we required significant funding both to sustain the Company at the listed entity level and to invest in our Moroccan operations. I would like to thank the two supportive long-term investors who provided financing in 2024 and the new significant shareholder who joined the team in Q1 2025. The first half of 2025 was dominated by this new investor's three-month due diligence process on us, its technical assessment of Agadir Melloul, and drafting of the joint venture agreement ("JV"), which was entered into with our Moroccan partner, Coppernicus Mining Company SARL ("JV partner"). It is under this which the Agadir Melloul project is held by a jointly-controlled vehicle, Agamel Minerals SARL. We also acquired a number of strategically important adjacent permits which are now part of the project. Securing Agadir Melloul and the neighbouring permits was a prolonged and confidential process. As a listed company, we are required to balance timely market disclosure with the need to execute transactions confidentially and in the best interests of shareholders. However, our focus remains on building long term shareholder value through our multi-year strategy. Morocco is a very competitive environment for high quality exploration and development assets, and building a land package requires time to negotiate with multiple potential vendors on various timelines. Throughout H1 2025, we were concerned that competitors could look to build a presence in the Agadir Melloul district. Fortunately, by the time we signed and announced the formal agreement, we had secured the highly prospective ground we were targeting. In addition to the JV partner's three permits, three further permits were acquired during the period, and a further two permits were secured through exclusivity arrangements which will be exercised and announced during 2026. With the JV signed, we started drilling as soon as possible. Our rig took longer than expected to arrive so we procured a reputable drilling contractor that could mobilise a diamond rig and team quickly. This contractor rig started turning in September, and for Noureddine Sabraoui and the JV partner, H2 was dominated by managing the drilling programme and implementing processes to ensure the data we collect is compliant, well organised and clearly presented. Improving our processes around data collection, management and processing is an ongoing priority with input and refinements from our JORC competent person. Sedimentary copper is a hot space in the global copper sector now, albeit one which is largely underrated by UK based public equity investors, where institutions remain cautious. Agadir Melloul is expected to become an important project for Morocco, and a potentially significant exploration project within the sediment hosted copper sector. We believe that our permits have the potential to host economically viable mineralisation. During 2026 we plan to advance this as we initiate the planned development process, including drilling, metallurgical testing, geotechnical studies, environmental impact assessment, mine planning and scheduling designed to get us closer to construction ready. To this end, I'd like to highlight the recently appointed chairman Géraud Moussarie who is already providing value through his guidance, knowledge and network. In addition, support from experienced South Africa stakeholders, brings further international excellence to our solid national team. Mineral exploration and business development in a new frontier such as Morocco does not necessarily end with one high quality, company-making project. Some of the best mineral discoveries in this industry are serendipitous, and our job is to make sure CMR stays well positioned to identify and act on new opportunities. We continue to evaluate additional tangible opportunities that could be material to the Company on the horizon, consistent with our aspirations of building a mid -sized Moroccan focused mining business. If the Board does choose to add to the portfolio, it will only do so selectively, if it can minimise dilution and where the opportunities are material. We believe that growth through diversification must be value accretive and beneficial to the Company and all shareholders. Well -judged and executed portfolio diversification should maintain equity value appreciation as we go through the mine building process at Agadir Melloul. I am delighted to be part of a Board that is working hard to build a sizeable, profitable, diversified and exciting business over the next few years, with Agadir Melloul at its heart. I am hopeful that Agadir Melloul can firmly position CMR as a local copper producer, and support long term equity value. Yet, as one of the early movers into Moroccan base metals exploration and development, I am excited about the multiple other options this provides. Charles Long CEO 30 April 2026 Strategic and Corporate Governance Report The Directors present their Strategic Report and Corporate Governance Report of Critical Mineral Resources plc for the year ended 31 December 2025. Principal Activity The principal activity of the Group is investing in mineral exploration and development projects, alongside identifying and pursuing acquisition targets and mineral trading opportunities within the sector. Review of Business and Operations A review of the Group's Business and Operations is as detailed in the CEO's Report on pages 4 and 5. Financial Review and Key Performance Indicators ("KPI") Loss for the year The Group recorded a pre-tax loss of £2,258,457 for the year, compared to a pre -tax loss of £822,417 in 2024. The increase in the reported pre-tax loss compared with 2024 is largely attributable to non-cash accounting charges arising on the convertible loan notes (CLNs) issued during the year. In total, £1,311,830 was charged to profit or loss in respect of the CLNs, comprising a day-one loss of £588,825 on initial recognition of the Third Tranche, finance costs of £137,989 representing the unwind of the discount on the host debt, and a fair value loss of £585,016 on the embedded conversion options. These charges are required by IFRS 9, which obliges the Company to separately recognise the conversion features within certain CLNs as embedded derivatives measured at fair value through profit or loss. They are non-cash items and do not represent any additional liability requiring settlement in cash; the Company's only contractual cash obligations under the CLNs remain the principal amount and contractual interest. Excluding these accounting charges, the underlying pre-tax loss for the year would have been approximately £946,627 (2024: £822,417), broadly in line with the prior year. The Company's loss for the period was £2,194,743 (2024: £855,675). Excluding the accounting charges noted above, the Company loss for the year would have been approximately £882,913 (2024: £855,675), again broadly in line with the prior year. Cashflow and financing During the year, net cash outflow from operating activities was £865,230 (2024: £749,467). Cash flow forecasts are reported to the Board monthly to ensure alignment with the budget, while long-term forecasts help ensure the business strategy remains adequately funded. In June 2025, the Company received £825,000 from their strategic investor Gilini Holdings Limited  through a placement of new ordinary shares priced at £0.0145. Additionally, a further £1.7m was raised through the issuance of Convertible Loan Notes (CLNs) during the year (see note 16). Post year end, in February 2026, the Company raised approximately £2.7m through a placement of new ordinary shares and the exercise of warrants. Balance Sheet In 2025, non-current assets increased from £57,030 to £1,992,587 due to the increased expenditure on joint venture with Agamel, focused on the purchase of a drill rig, several licence permit acquisitions and exploration costs. Current assets reduced to £156,783 (2024: £187,606), primarily due to the transfer of exclusivity payments connected with the Joint Venture into non-current assets. Total liabilities increased to £3,166,040 (2024: £519,107), largely driven by the issuance and valuation of the CLNs which were issued during the year. Excluding the embedded derivative liability, total liabilities would have been £1,212,635 (2024: £519,107). The only financial Key Performance Indicators "KPIs" for the Group used in the year are as follows. 2025 2024 Cash and cash equivalents £88,929 £70,073 Administrative expenses £928,298 £792,656 Capitalised spend on joint venture projects £1,965,304 - Cash has been used to fund the Group's operations and facilitate its acquisition of various target exploration permits.  Monitoring administrative expenses is a KPI as it reflects the Group's commitment to good cost control and responsiblemanagement of shareholders' funds. Capitalised spend on joint venture projects is measured as it shows progress in these activities. Consolidated Statement of Profit or Loss and Other Comprehensive Income Year ended Year ended 31 December 2025 31 December 2024 Notes £ £ Continuing operations: Administrative expenses 6 (928,298) (792,656) Operating loss (928,298) (792,656) Interest income 13,938 8,442 Finance costs 7 (1,339,976) (38,203) Share of net loss of investments 14 (4,121) - accounted for using the equity method Loss before taxation (2,258,457) (822,417) Income tax expense 9 - - Loss after taxation (2,258,457) (822,417) Total loss from continuing operations (2,258,457) (822,417) Loss from discontinued and disposed - (106,263) operations Loss for the year (2,258,457) (928,680) Total loss is attributable to: Owners of Critical Mineral Resources plc (2,246,538) (914,079) Non-controlling interests (11,919) (14,601) (2,258,457) (928,680) Other comprehensive income: Items that may be reclassified to profit or loss: Exchange differences on translation of 20 11,430 (5,690) continuing operations Total comprehensive loss for the year (2,247,027) (934,370) Total comprehensive loss is attributable to: Owners of Critical Mineral Resources plc (2,235,514) (920,493) Non-controlling interests (11,513) (13,877) (2,247,027) (934,370) Total comprehensive loss attributable to Owners of Critical Mineral Resources plc: Continuing operations (2,235,514) (814,230) Discontinued operations - (106,263) (2,235,514) (920,493) Earnings per share: Total basic and diluted loss per share (£): Continuing operations 10 (0.014) (0.012) Continuing and discontinued operations 10 (0.014) (0.013) The accounting policies and notes on pages 42 to 68 form part of these consolidated financial statements. Consolidated Statement of Financial Position Company number: 11043077 As at As at 31 December 31 December 2025 2024 ASSETS Notes £ £ Non-current assets Intangible fixed assets 11 2,331 2,331 Tangible fixed assets 12 29,073 54,699 Equity accounted investees 14 1,961,183 - Total non-current assets 1,992,587 57,030 Current assets Other receivables 15 67,854 117,533 Cash and cash equivalents 88,929 70,073 Total current assets 156,783 187,606 Total assets 2,149,370 244,636 LIABILITIES Non-current liabilities Convertible loan notes 16 (495,370) - Derivative financial liabilities 16 (1,953,403) - Lease liabilities 17 (21,589) (34,980) Total non-current liabilities (2,470,362) (34,980) Current liabilities Trade and other payables 16 (209,890) (244,983) Convertible loan notes 16 (466,378) (215,560) Lease liabilities 16 (19,410) (23,584) Total current liabilities (695,678) (484,127) Total liabilities (3,166,040) (519,107) Net liabilities (1,016,670) (274,471) EQUITY Share capital 18 1,922,881 1,149,318 Share premium 18 6,189,575 5,913,081 Paid in share capital 18 296,765 - Other equity 20 263,721 117,141 Share-based payments reserve 20 50,648 39,222 Foreign exchange reserve 20 4,666 (6,358) Retained earnings (9,714,242) (7,467,704) Capital and reserves attributable to (985,986) (255,300) owners of Critical Mineral Resources plc Non-controlling interests (30,684) (19,171) Total equity (1,016,670) (274,471) The accounting policies and notes on pages 42 to 68 form part of these consolidated financial statements. The Financial Statements were approved and authorised for issue by the Board on 30 April 2026 and were signed on its behalf by: Charlie Long, Director Consolidated Statement of Changes in Equity Share Share Paid in Other Share Retained Foreign Non Total share -based earnings exchange -controlling capital premium capital equity payment reserve reserve interests £ £ £ £ £ £ £ £ £ Balance as at 612,113 5,840,002 - - 34,584 (6,565,358) 56 (5,294) (83,897) 31 December 2023 Comprehensive income Loss for the - - - - - (914,079) - (14,601) (928,680) year Exchange - - - - - (6,414) 724 (5,690) differences on translation of foreign operations Total - - - - - (914,079) (6,414) (13,877) (934,370) comprehensive income for the year Transactions with owners in their capacity as owners Issue of 537,205 86,775 - - - - - - 623,980 shares Gifted shares - - - 117,141 - - - - 117,141 issued Cost of - (13,696) - - - - - - (13,696) shares issued Warrant - - - - 4,945 - - - 4,945 charge Share-based - - - - 11,426 - - - 11,426 payments Lapsed - - - - (11,733) 11,733 - - - warrants Total 537,205 73,079 - 117,141 4,638 11,733 - - 743,796 transactions with owners recognised directly in equity Balance as at 1,149,318 5,913,081 - 117,141 39,222 (7,467,704) (6,358) (19,171) (274,471) 31 December 2024 Comprehensive income Loss for the - - - - - (2,246,538) - (11,919) (2,258,457) year Exchange - - - - - - 11,024 406 11,430 differences on translation of foreign operations Total - - - - - (2,246,538) 11,024 (11,513) (2,247,027) comprehensive income for the year Transactions with owners in their capacity as owners Issue of 773,563 276,494 - - - - - - 1,050,057 shares Gifted shares - - - 12,426 - - - - 12,426 issued Shares paid - - 296,765 - - - - - 296,765 and not issued Share-based - - - - 11,426 - - - 11,426 payments Equity - - - 134,154 - - - - 134,154 components of CLNs Total 773,563 276,494 296,765 146,580 11,426 - - - 1,504,828 transactions with owners recognised directly in equity Balance as at 1,922,881 6,189,575 296,765 263,721 50,648 (9,714,242) 4,666 (30,684) (1,016,670) 31 December 2025 Consolidated Statement of Cash Flows Year ended Year ended 31 December 31 December 2025 2024 Notes £ £ Cash flow from operating activities Loss for the period before (2,258,457) (928,680) taxation Adjustments for: Finance costs 7 1,339,976 38,203 Interest income (13,938) (8,442) Foreign exchange movements 11,429 (1,225) Share of joint venture 14 4,121 - losses Share-based payments 21 11,426 111,861 ECL provision - 106,263 Depreciation 12 25,626 25,626 Operating cash flows before   (656,394) movements in working capital (879,817) Decrease/(increase) in trade 49,679 (80,162) and other receivables Decrease in trade and other (35,092) (12,911) payables Net cash used in operating (865,230) (749,467) activities Cash flow from investing activities Payments for investments in 14 (1,965,304) - joint ventures Net cash outflow from (1,965,304) - investing activities Cash flow from financing activities Proceeds from issue of 18 825,000 153,029 shares Proceeds from shares still 21 296,765 - to be issued Proceeds from issue of 19 - 100,233 gifted shares Cost of share issue 18 - (13,696) Finance lease payments 17 (17,565) (18,514) Interest paid 17 (6,222) (5,268) Interest and income received 13,938 3,971 Proceeds from CLNs 16 1,737,474 575,000 Net cash inflow from 2,849,390 794,755 financing activities Net increase in cash and 18,856 45,288 cash equivalents Cash and cash equivalent at 70,073 24,785 beginning of period Cash and cash equivalent at 88,929 70,073 end of period Significant non-cash transactions The only significant non-cash transactions in either year are set out in note 18 and 19. The accounting policies and notes on pages 42 to 68 form part of these financial statements. Notes to the Consolidated Financial Statements 1.          General information Critical Mineral Resources plc (the "Company") is incorporated and domiciled in England and Wales with Registered Number 11043077 under the Companies Act 2006. The Company was incorporated on 1 November 2017 under the name Leopard Mineral Investments Limited as a private limited company and subsequently re-registered as a public limited company on 9 January 2018; and changed its name to Caerus Mineral Resources plc on 18 September 2018 and then Critical Mineral Resources Plc on 17 August 2023. The principal activity of the Group is investing in mineral exploration and development projects, alongside identifying and pursuing acquisition targets and mineral trading opportunities within the sector. The Company's registered office is at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF. 3. Material Accounting Policies Summary of material accounting policies The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. Basis of preparation The consolidated financial statements have been prepared in accordance with UK -adopted international accounting standards and requirements of the Companies Act 2006. The Financial Statements have also been prepared under the historical cost convention, except for the embedded derivative liabilities arising on the Group's convertible loan notes, which are measured at fair value through profit or loss. The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates.  The functional currency of the parent company CMR is Pounds Sterling (£) as this is the currency that finance is raised in.  The functional currency of its Moroccan subsidiaries is the Moroccan Dirham, as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements.  Foreign operations are included in accordance with the policies set out below. The preparation of financial statements in accordance with UK-adopted International accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in Note 4. Going concern The financial statements have been prepared under the going concern assumption. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for at least the 12 month period from the date of Board approval of the financial statements, with neither the intentionnor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.  The Group is not currently generating revenues and therefore an operating loss has been reported and is expected in the 12 months subsequent to the date of these financial statements. During the year the Company received substantial funds through the issue of equity and the issue of convertible loan notes. It received additional funds in 2026, through the issue of equity and the conversion of warrants. The Group is reliant on the continuation of such funding and will need to secure further financing in the 12-month period following the approval of the financial statements, in order to fund working capital requirements and any other project investment. Therefore, this indicates that a material uncertainty exists that may cast significant doubt on the Group's and parent Company's ability to continue as a going concern. The Group and Company has included these funds in its cash flow projections for the twelve month period from the date of this report, and based on this review, and after considering reasonably possible operational downside sensitivities and uncertainties, the Board, whilst acknowledging this material uncertainty, which the auditors make reference to in their audit report,  remains confident that this subsequent financing will be received and therefore have concluded there is a reasonable expectation that the Group has access to adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the financial statements. This information was brought to you by Cision http://news.cision.com https://news.cision.com/critical-mineral-resources-plc/r/annual-financial-report,c4343324