Critical Mineral Resources Plc – Annual Financial Report

PR Newswire

LONDON, United Kingdom, April 30

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.

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 (5,294) (83,897)
31 December
2023
Comprehensive
income
Loss for the – (14,601) (928,680)
year
Exchange – (6,414) 724 (5,690)
differences
on
translation
of
foreign
operations
Total – (6,414) (13,877) (934,370)
comprehensive
income for
the year
Transactions
with owners
in
their
capacity
as owners
Issue of 537,205 – 623,980
shares
Gifted shares – – 117,141
issued
Cost of – – (13,696)
shares
issued
Warrant – – 4,945
charge
Share-based – – 11,426
payments
Lapsed – – –
warrants
Total 537,205 – 743,796
transactions
with owners
recognised
directly in
equity
Balance as at (6,358) (19,171) (274,471)
31 December
2024
Comprehensive
income
Loss for the – (11,919) (2,258,457)
year
Exchange – 11,024 406 11,430
differences
on
translation
of
foreign
operations
Total – 11,024 (11,513) comprehensive
income for
the year
Transactions
with owners
in
their
capacity
as owners
Issue of 773,563 – 1,050,057
shares
Gifted shares – – 12,426
issued
Shares paid – – 296,765
and
not issued
Share-based – – 11,426
payments
Equity – – 134,154
components of
CLNs
Total 773,563 – 1,504,828
transactions
with owners
recognised
directly in
equity
Balance as at 4,666 (30,684) 31 December
2025 £ £ £ £ £
5,840,002 – – 34,584 (6,565,358) 56
– – – – (914,079) –
– – – –
– – – – (914,079)
86,775 – – – – –
– – 117,141 – – –
(13,696) – – – – –
– – – 4,945 – –
– – – 11,426 – –
– – – (11,733) 11,733 –
73,079 – 117,141 4,638 11,733 –
1,149,318 5,913,081 – 117,141 39,222 (7,467,704)
– – – – (2,246,538) –
– – – – –
– – – – (2,246,538)
(2,247,027)
276,494 – – – – –
– – 12,426 – – –
– 296,765 – – – –
– – – 11,426 – –
– – 134,154 – – –
276,494 296,765 146,580 11,426 – –
1,922,881 6,189,575 296,765 263,721 50,648 (9,714,242)
(1,016,670)

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 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.

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