Critical Metals plc / EPIC: CRTM / Market: Main Market
7 November 2025
Critical Metals plc
("Critical Metals" or the "Company")
Final Results
Critical Metals plc ("Critical Metals" or the Company"), an investment company established to target opportunities in the critical and strategic metals sector, announce its Final Results for the year ended 30 June 2025.
A copy of this announcement and the Annual Report for the year ended 30 June 2025 will be made available on the Company's website at: www.criticalmetals.co.uk.
Highlights
· Appointment of Mr Jean Pierre Tshienda as Executive Director of the Company and Director General for the AMK subsidiary, taking direct responsibility for the DRC operations with a remit to reduce costs and improve efficiency.
· Completion of the rehabilitation of the 28 kilometre public road leading to the Molulu Project
· Restructuring and the introduction of cost reductions measures, including voluntary salary reductions at the subsidiary and executive levels.
· Post period
o NIU Invest SE ("NIU") increased its shareholding in the Company to 69.62%, reflecting strong confidence in the Company's strategy and future growth potential.
o Strengthened the board with the appointment of Mr Ali Farid Khwaja, as Chief Executive Officer - following the resignation of Mr Russell Fyer in September 2025, Mr Kelvin Williams as Non-Executive Chairman, Mr Danilo Lange, as Chief Operational Officer, and Ms Selina Hays and Mr Kristofer Tremaine, as Non-Executive Directors.
· The company is now focused on:
o Strengthening geological data analysis at the Molulu Project to deliver a resource estimation and;
o Initiate a Preliminary Economic Assessment ("PEA") to evaluate project viability and future development, subject to the results.
· Cash at bank and in hand as at 30 June 2025 of £7,167 (2024: £61,116)
Mr Ali Farid Khwaja, CEO of Critical Metals said:
"We are grateful for the support of our shareholders and creditors during , what has been a challenging period. However, I am excited to have joined the Company at a pivotal time, as global governments increasingly recognise the value of critical metals and the importance of diversifying supply chains away from reliance on China. The Molulu project holds significant potential, and we remain focused on unlocking its value while exploring additional opportunities in the critical metals sector both in the DRC and beyond."
The Company has applied to the Financial Conduct Authority (FCA") for the re-instatement of its shares to trading.
Further information on the Company please visit: www.criticalmetals.co.uk or contact:
| Critical Metals plc Ali Farid Khwaja, CEO
|
Tel: +44 (0)20 7236 1177
|
| St Brides Partners Ltd Financial PR
|
Tel: +44 (0)20 7236 1177 |
Chairman's Statement
Dear Shareholder,
In the Chairman's Statement that accompanied the interim results to December 2025, it was noted that the Board made the decision to temporarily halt exploration mining activities at Molulu in the Democratic Republic of the Congo ("DRC") to evaluate planned drilling targets with the aim of establishing a deeper understanding of the copper zones and fault areas. Delays in closing the share restructuring through Fundraise and debt conversion, which were essential for CRMT, until August 2025 also further delayed exploration mining activities on site at Molulu.
During this period, the Company has been actively engaged in cost reductions and efficiency drives to reduce costs through 2024 and well into 2025. In addition to the voluntary salary reductions of 25% at the executive level and at subsidiary levels carried out from October 2024, the salary of the CEO was reduced by a further 8% from May 2025. The workforce on site, including technicians, was reduced and amenities curtailed.
As announced, Jean Pierre Tshienda took up the post of Executive Director from mid-December and was appointed Director General for the AMK subsidiary, taking direct responsibility for the DRC operations and company with a remit to reduce costs and improve efficiency, reporting to the CEO. Mr Tshienda has been based in the DRC since January 2025 and has established close relations with senior politicians and mining bodies that has enhanced our understanding of the country and its operations and provided a full hands-on approach.
We were pleased to announce that all conditions related to the Fundraise had been satisfied and as at 8.00 a.m. 8th August 2025 shares were admitted to trading on the Equity Shares (transition) category of the Official List and the Main Market of the London Stock Exchange ("Final Admission"). The 66,830,847 Ordinary Shares includes the Ordinary Shares issued to NIU in respect of the conversion of sums owed under the September 23 Facility Agreement, Bridge Convertible Loan Note (CLN), and December Bridge CLNs ("NIU Debt Shares") and the new Ordinary Shares issued in respect of the Subscription.
Following Final Admission, there are 101,763,526 Ordinary Shares of £0.0005 each in issue comprising 6,738,968 New Ordinary Shares that existed immediately prior to the publication of the Prospectus ("Existing Shares"), 28,193,711 New Ordinary Shares issued in respect of the April CLNs, Baobab loan and the Deferred Consideration and 47,824,100 Ordinary Shares issued pursuant to the Subscription ("Subscription Shares") and 19,006,747 Ordinary Shares issued in respect of sums owed under the September 23 Facility Agreement, Bridge CLNs and December Bridge CLNs.
Pursuant to the terms of the NIU September Bridge Subscription Letter, the Company agreed to issue 1,210,000 warrants over New Ordinary Shares at an exercise price of £0.05 per New Ordinary Share exercisable for 5 years from grant. This was in addition to the 610,000 warrants over New Ordinary Shares already granted to NIU. Following the completion of Subscription and the issue of the NIU Debt Shares, NIU now holds 61,402,390 New Ordinary Shares representing 60.34% of the issued share capital. When this is combined with the NIU Warrants, NIU had an interest in 63,222,390 New Ordinary Shares representing 60.70% of the fully diluted issued share capital of the Company. Subsequent to this, NIU further increased its shareholdings in the Company to 70,846,900 shares or 69.62%.
As a result of the restructuring, we can proceed with our plans to strengthen our geological data analysis within the Molulu project to provide a Resource Estimation. Depending on these results the company will initiate a preliminary economic assessment to evaluate viability and further development. The Company will also renew the collection and transportation for processing the low-grade ore deposits on site and from artisan mines within the local area on a greater scale than previous and again utilise the 28 kilometre public road from Molulu that was rehabilitated in 2024 by CRMT.
Looking Ahead
The Board appreciates the support the Company has received from its shareholders and creditors during what can only be called a very difficult period. We have said all along that the Molulu site has much to offer, and we are pushing ahead to release its potential.
In addition, to our focus on Molulu, the Company considers that other mining opportunities are evident, particularly with the increased worldwide demand for critical metals, in DRC and elsewhere. To build shareholder value and greater cash liquidity in the company, we must identify revenue generating targets that can enhance the capabilities of CRMT in the short as well as long run.
The Company will look to raise additional funds to acquire facilities in the critical metals sector in the DRC and elsewhere and to support working capital requirements for the increased activity. Whilst operational progress during the period has been slower than anticipated, we have taken decisive steps to manage costs effectively and ensure we are well-prepared for future activity.
We remain committed to corporate governance, risk mitigation, and regulatory compliance in the DRC. cent challenges, including creditor pressures and operational disruptions, underscore the importance of a robust governance framework and proactive risk management.
Finally, I would like to extend my sincere gratitude to our shareholders, employees, and stakeholders for their continued support and extreme patience. We look forward to providing further updates as we work towards stabilising operations, securing funding, and building shareholder value.
| |
Kelvin Williams
Non-Executive Chairman
7 November 2025
Strategic Report
Fair review of the business
The Company was incorporated on 30 May 2018 with a view to undertaking acquisitions of a target company or business within the natural resources development and production sector. During the year, the Group continued to focus on advancing the Molulu Project in the DRC, in which the Group holds a 70% interest. Significant progress was made on development planning, site preparation, and operational readiness, with management's near-term objective being to move the project into production.
In addition to Molulu, the Board continued to review potential complementary investment opportunities within the sub-Saharan African region, though these are expected to be progressed only once Molulu is cash-generative. The Group maintained a tight control over costs and ensured that funding was directed primarily toward activities expected to add value to the Molulu Project.
The Board remains focused on delivering the first phase of production, strengthening the Group's operational capability in-country, and positioning the Company for future growth and additional project acquisitions once sustainable cash flows have been established
Principal risks and uncertainties
There are a number of risks associated with newly listed entities focused in the natural resources sector, particularly in Africa. The Board regularly reviews the risks to which the Group is exposed and endeavours to minimise them as far as possible. The following summary, which is not exhaustive, outlines some of the risks and uncertainties facing the Group:
Commercialisation of the project and revenue generation
Generally, the business of exploration, development and exploitation of minerals and mining involves a high degree of risk. Whilst the Directors believe the Group has identified potentially economically recoverable volumes of minerals at the Project, which can be brought into production relatively quickly, there can be no certainty this will be the case or that any minerals produced will be of the desired quality.
This is because there is insufficient data to verify that the Project contains a concentration or occurrence of minerals in such mineralised system, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. Therefore, there is no certainty as to the size or quality of the ore body at the Project. Although the Group plans to fund further exploration of the Project, there is no certainty that this will be successful or that this will result in a JORC (Joint Ore Resource Committee) mineral resource or that the Group will be able to locate Copper and/or Cobalt deposits that can be economically extracted.
Price fluctuations in the value of the underlying commodity
The Group's potential future revenues are likely to be derived indirectly mainly from the sale of copper and/or cobalt ore. Consequently, the Group's potential future earnings will likely be closely related to the price of copper and cobalt. Although recovered now, copper and cobalt prices slumped by 30 and 21 per cent, respectively, between 2014 and 2016. Copper and cobalt prices fluctuate and are affected by numerous industry factors including demand for the resource, forward selling by producers, production cost levels in major producing regions and macroeconomic factors, e.g., inflation, interest rates, currency exchange rates, and global and regional demand for, and supply of, copper and cobalt.
The low fixed costs of the Project allow the group to pause production if there are negative fluctuations in the copper / cobalt prices.
In country infrastructure risks
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, landing strips, power sources, and water supply are important determinants, together with their permitting and ongoing maintenance, all of which affect capital and operating costs. The Molulu Project is approximately 100 kilometres north of Lubumbashi City, where the nearest smelters and international airport are located. During the year the Group completed a 28km road upgrade to support traffic in all weather conditions.
Political risk
The majority of what is now DRC was controlled from mid-1960's until the mid-1990's by President Mobutu who was deposed in the mid-1990s. Following President Mobutu's departure there was a period of political upheaval and civil war that lasted until the early 2000's. Therefore, DRC is a relatively young democracy, which may make it less stable.
Environmental risk
The Group's project is expected to have an impact on the environment, particularly in cases of advanced exploration or as mine development proceeds, production sites and plants. Its activities are or will be subject to in-country national and local laws and regulations regarding environmental hazards.
During the year, there was limited site activity at the Molulu Project, and as such, no additional environmental clearances were required beyond those already obtained for the first phase of the project. The Group remains committed to maintaining compliance with applicable environmental regulations and will continue to strengthen its environmental management processes to ensure they are appropriate for the transition into production. Development of a formal rehabilitation and environmental improvement plan is expected to commence as operational activity increases.
Competition risk
For a small-scale new entrant copper producer in the DRC, competition risk presents a significant challenge in the highly competitive global copper market. With an increasing number of international mining companies and large-scale producers operating in the region, the DRC's small-scale copper producers face intense competition, leading to potential pricing pressures and market share erosion.
Key staff risk
Due to the small size of the Group the loss of key officers or employees could adversely impact the Group's operations. The Group has mitigated this risk factor by engaging in various third party service providers who are able to increase resources if required.
Availability of utilities
There is no grid power availability at the Group's Molulu project and it relies on its own sources for power generation for its operations. Breakdowns in this may adversely effect its production. The Group has set up its own solar power generation to provide an alternate power source to diesel based power generation. The Molulu project also has access to natural water sources across the project area.
Capital and funding risk
The Group may need additional capital for meeting its working capital needs and for creating additional capacities. There can be potential risks in raising equity and debt capital for development of its projects.
Key performance indicators
The key performance indicators of the Group are set at below:
| |
For the year ended 30 June 2025 |
For the year ended 30 June 2024 |
| |
|
£ |
| Cash and cash equivalents |
7,167 |
61,116 |
| Carrying value of property, plant and equipment |
4,168,523 |
4,443,497 |
| Net loss after tax |
(2,424,980) |
(2,785,874) |
Gender analysis
A split of the Company's employees and directors by gender during the year is shown below:
| |
Male |
Female |
| Directors |
4 |
nil |
| Employees |
nil |
nil |
Corporate social responsibility
We aim to conduct our business with honesty, integrity, openness, while respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular, and reliable information on the business to all our shareholders and conduct our operations to the highest standards.
Task Force On Climate-Related Disclosure (TCFD)
Following the acquisition of the Madini Group in September 2022, the Group commenced small-scale pre-production operations at the Molulu Project. The Group had intended to assess its exposure to climate-related risks and develop its sustainability framework during 2024. However, due to delays in progressing the Molulu Project to full production, it was considered not yet appropriate to undertake a detailed assessment at this stage, given the limited level of operational activity.
Accordingly, the Group has not made disclosures consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD"), as required under Listing Rule 14.3.27R. The principal reason for this is that the Group's operations remain at an early stage of development, and the Board considers that meaningful disclosure will only be possible once production activity has commenced.
The Group will review its position again during 2025, with a view to developing an appropriate climate risk assessment and sustainability framework as operations advance. Climate change was therefore not considered a principal risk or uncertainty for the year ended 30 June 2025.
Greenhouse Gas (GHG) Emissions
Current UK based annual energy usage and associated annual GHG emissions are reported pursuant to the Companies and Limited Liability Partnerships Regulations 2018 that came into force 1 April 2019. Energy use and associated GHG emissions are reported as defined by the operational control approach. The minimum mandatory requirements set out in the 2018 Regulations requires reporting
of UK based energy use and emissions. The Group has a small carbon footprint in the UK as most of the directors work from home or in shared office space. As a result, the energy usage in the UK is below 40,000KWH and therefore Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been provided in the Annual Report.
The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its operations during the period under review, it has not been practical to measure its carbon footprint. In the future, the Group will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers and purchasers of the Group's products cannot be measured practically.
We have held early-stage discussions with experts in the measurement of GHG at mining properties and continue to have further discussions now that our first acquisition has been completed.
Furthermore, we are investigating the most efficient avenue to install renewable energy systems in the effort to decrease the future use of diesel or oil fuels.
We strive to create a safe and healthy working environment for the well-being of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Group.
We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Group and their own potential.
Our goal is to hire as many DRC citizens as possible and not rely on ex-pat labour. In the early stages of mine development, the overwhelming majority of the mining team are DRC citizens, with only five ex-pats positions allocated in the employment roster.
Section 172 Statement
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Group for the benefit of the Group's members as a whole. This section specifies that the Directors must act in good faith when promoting the success of the Group and in doing so, have regard (amongst other things) to:
Consider the likely consequences of any decision in the long term
The Group continues to advance its stated aim of developing the Molulu project into a producing mine site. During the year the Group completed several capital projects to further this aim.
Consider the interests of the Company's employees
The Group currently provides employment (on a contractual basis) for workers in the DRC. Only the Directors are based outside the DRC. It is committed to the fair and ethical treatment of all of its staff and has implemented training programmes to ensure it creates a local workforce for the future.
Foster the Company's business relationship with suppliers, customers and others
In order to progress the Molulu Project, the Group is reliant on the support of its key suppliers (suppliers of earthmoving and excavation equipment, drilling contractors, suppliers of local equipment and materials, food and provisions and security). It is therefore a key part of the Group's strategy to develop these relationships to ensure the Group maintains a strong and secure relationship with these suppliers.
Consider the impact of the Company's operations on the community and environment
The Group is aware of the potential impact that its operations may have on the environment and local community. Through our operations we have supported the Molulu community, including buying much of the food consumed at the camp from local people, as well as providing Molulu workers with a competitive wage. In addition, your Group is actively interacting with the local Chiefs to build a school accessible to children in the villages surrounding Molulu along with rehabilitating the road and bridge that leads into the property, which is also used by the local community members. The board is committed to further developing this relationship for the better of all parties involved.
Maintain a reputation for high standards of business conduct
The Group has established a number of policies and procedures and continues to develop these as it grows. Where possible, given the infancy and current size of Group, it looks to follow the QCA rules on corporate governance as disclosed in the Corporate Governance Statement which is included in this set of report and accounts.
Consider the need to act fairly as between members of the Group.
As at 30 June 2025 the Directors held circa 15.14% of the Company with no other shareholder owning more than 10%. Subsequent to year end the Group had a capital restructure and as a result one investor holds approximately 69% of the Group's shares with the remainder held by a diverse range of individual and corporate shareholders. The Board is mindful of its responsibility to act fairly between all shareholders, including minority investors and will consider all shareholders when consider material decisions.
Conclusion
The Directors believe that to the best of their wisdom and abilities, they have acted in the way they consider prudent to promote the success of the Company for the benefit of its members as a whole, in the true spirit of the provisions of Section 172 (1) of the Companies Act 2006.
On behalf of the board
Ali Farid Khwaja
Chief Executive Officer
7 November 2025
CRITICAL METALS PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC
FOR THE YEAR ENDED 30 JUNE 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC
Opinion
We have audited the financial statements of Critical Metals Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of 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.
In our opinion, the financial statements:
· the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2025 and of the group's loss for the year then ended;
· the group and parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards; 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 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 2.2 in the financial statements, which indicates that the group and parent company have had recurring losses since incorporation, and its continuation as a going concern is dependent on the group's ability to successfully fund its operations by generating sufficient cashflow from operations and will need to raise additional funding within twelve months from the date of approval of the financial statements in order to fund its ongoing working capital requirements. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included;
· Obtaining management's cashflow forecasts which extended for a period up to 30 November 2026;
· Comparing the actual results to historical forecasts to determine accuracy of forecasting;
· Challenging management's key assumptions and inputs and performing sensitivity analysis thereon;
· Assessing post balance sheet events, including a review of minutes of the board meetings, which could impact the group's ability to continue as a going concern;
· Obtaining details of the latest cash position post year end;
· Evaluating external information (i.e., letters of intention to support the group from the largest shareholder (NIU) and engagement of brokers to support the forthcoming fundraises) which could impact the going concern assumptions and;
· Reviewing the disclosures surrounding going concern were clear and accurately reflected the consideration management have given to going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.
The overall materiality applied to the group financial statements was set at £83,000 based on 2% of the group's gross assets (2024: £92,000). The overall materiality applied to the parent company financial statements was set at £58,000, based on 2% of the parent company gross assets and capped to the component materiality allocated to the parent for purposes of the group audit (2024: £45,000). In determining the group and parent company overall materiality we used our professional judgement and determined gross assets to be the principal benchmark within the financial statements as the group is not yet revenue generating, and the group and parent company assets are one of the key metrics to stakeholders.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, class of transactions and disclosures. The performance materiality for the group was set at £58,000 (2024: £64,400) and £40,600 (2024: £31,500) for the parent company, being 70% (2024: 70%) of overall materiality for the financial statements as a whole.
In determining performance materiality, we considered the following factors: the level of misstatements in the prior periods, the level of judgement required in respect of the key accounting estimates, the control environment and our overall risk assessment.
There was one material component of the group, excluding the parent company, which was audited with a performance materiality of £34,800 (2024: £60,900), based on allocated materiality for the purposes of the group audit.
We agreed with the audit committee that we would report all audit differences identified during the course of our audit in excess of £4,100 (2024: £4,600) for the group and £2,900 (2024: £2,250) for the parent company level, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We applied the concept of materiality in planning and performing our audit and in evaluating the effect of misstatement. No significant changes have come to light during the audit which required a revision of our materiality for the financial statements as a whole.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas with the greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.
As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we focused on areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas of estimate and judgement included:
· the recoverability of the development asset; and
· the recoverability of intercompany receivable to the mining subsidiary, as the future development of the mining results are inherently uncertain.
We also addressed the risk of management override of internal controls, including among other matters consideration of whether there is evidence of bias that represented a risk of material misstatement due to fraud.
The scope of our audit was based on the significance of component's operations and materiality. Each component was assessed as to whether it was significant or not to the group by either their size or risk.
The subsidiary Amani Mining Katanga SA (AMK) has been assessed as material component of the group. The key balance held within this entity is the development asset.
The audit of the group and parent company were principally performed in London, conducted by the group audit team, utilising a team with specific experience of auditing mining exploration entities and publicly listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement 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 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 |
| Recoverability of development asset (group) (notes 2.6, 2.13 and 10) [Valuation] |
|
| The group's development assets represent a significant asset on the consolidated statement of financial position (£3,822,824). Management and the Directors are required to assess whether there are any potential impairment triggers in line with IAS 36 which would indicate that the carrying value of those assets have suffered an impairment.
Given the judgement and estimation required by management in making this assessment, there is a risk that this assessment is not conducted appropriately, and the assets are materially overstated.
|
Our work in this area included: · Reviewing management's IAS 36 impairment indicator review paper and critically challenging the key judgements and assumptions used; · Obtaining evidence regarding the compliance with licence terms and ensuring they are in good standing and there are no issues regarding legal title i.e., the ownership of the mining activities at the Molulu site; · Reviewing of management's internal production forecasts to ascertain viability of the mine. This was validated to the Competent Person Report performed by an external management expert; · Reviewing of management's copper price assumptions against readily available market data and trends in order to challenge the validity of forecasted price on production. In addition, consideration of external market factors (i.e, current Copper price and trends on the London Metal Exchange) and the impact on the valuation of the producing assets held; · Assessing management's assumptions by reference to third party information, our knowledge of the group and industry and also budget and forecast performance; · Obtained management's assessment of the classification of the assets as a development asset within Property, Plant and Equipment and evaluated the appropriateness of the classification; and · Assessing whether management's presentation and disclosures relating to estimation uncertainty and critical judgements made are adequate.
Based on our work performed and evidence obtained, we consider the development assets to be fairly stated. |
| Intercompany receivable recoverability (Parent Company) (notes 2.9, 2.13 and 12) [Valuation] |
|
| The carrying amount of the intercompany receivables of £ 5,693,399 represents the most material portion of the parent company's total assets. There is a risk of material misstatement regarding the recoverability of intercompany receivables in accordance with IFRS 9 and as such the intercompany receivable is deemed to be a key audit matter. |
Our work in this area included: · Obtaining from management an expected credit loss assessment with respect to the recoverability assessment of intercompany receivables; · Reviewing the recoverability of intercompany receivables using management forecasts and assessing and concluding on the appropriateness of the underlying key assumptions and inputs within the forecast in order to ensure the appropriate valuation of intercompany receivables; · Reviewed the mathematical accuracy of the model including the underlying assumptions and inputs as well as challenging management on whether they were reasonable; and · Assessing whether management's presentation and disclosures relating to estimation uncertainty are adequate.
Based on our work performed and evidence obtained, we consider the intercompany receivables to be fairly stated. |
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 financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
· the 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 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 financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the group and parent company and the sector in which it operates 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 discussions with management and industry research.
· We determined the principal laws and regulations relevant to the company in this regard to be those arising from the:
o Companies Act 2006;
o Listing Rules;
o Disclosure and Transparency Rules;
o Quoted Companies Alliance Code (voluntary adoption);
o Anti -Bribery legislation;
o The Money Laundering and Terrorist Financing (Amendment) Regulations 2019;
o The operating terms set out in the Small Mine Exploitation Permit in the Democratic Republic of Congo (DRC)
o Local industry regulations in the DRC; and
o Local tax in the UK and the DRC.
· 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 Reviewing of legal expenses
o Conducting enquiries of management;
o Reviewing board minutes and other correspondence from management;
o Reviewing RNS publications;
o Incorporating unpredictability in the audit procedures around payments made the entities operating in the DRC.
· 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, whether key management judgements could include management bias. The potential for bias was identified in relation to classification and valuation of development assets and the intercompany receivable recoverability within the parent company's statement of financial position. We addressed these items as outlined in the Key Audit Matters section. Audit procedures were performed in this regard to review and challenge management's impairment and fair value assessments.
· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by Board of Directors on 19 June 2020 to audit the financial statements for the period ending 30 June 2020 and subsequent financial periods. Our total uninterrupted period of engagement is 6 years, covering the period ends 30 June 2020 to 30 June 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the 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.
Hannes Verwey (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
7 November 2025
| CRITICAL METALS PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
|
|||
|
|
|
|
|
|
|
Notes |
Year ended 30 June 2025 |
Year ended 30 June 2024 |
|
|
|
£ |
£ |
| Revenue |
|
|
|
| Revenue from continuing operations |
|
- |
- |
|
|
|
- |
- |
| Expenditure |
|
|
|
| Exploration & evaluation expenditure |
|
(136,594) |
(345,153) |
| Administrative expenses |
4 |
(1,603,382) |
(2,218,188) |
| Depreciation |
10 |
(101,535) |
(52,607) |
|
|
|
(1,841,511)
|
(2,615,948) |
| Finance costs |
|
|
|
| Finance expenses |
16 |
(317,430) |
(11,244) |
| Interest expense |
16 |
(266,039) |
(158,682) |
| |
|
(583,469) |
(169,926) |
|
|
|
|
|
| Loss on ordinary activities before taxation |
|
(2,424,980) |
(2,785,874) |
| Taxation on loss on ordinary activities |
8 |
- |
- |
| Loss on ordinary activities after taxation |
|
(2,424,980) |
(2,785,874) |
| Other comprehensive income |
|
|
|
| Exchange differences on translation of foreign operations |
5 |
207,340 |
9,567 |
| Loss and total comprehensive income for the year attributable to the owners of the Group |
|
(2,217,640) |
(2,776,307) |
| |
|
|
|
| Earnings per share (basic and diluted) attributable to the equity holders (pence) |
9 |
(3.41) |
(3.79) |
| |
|
|
|
| Loss attributable to: |
|
|
|
| Owners of the parent |
|
(2,295,280) |
(2,489,614) |
| Non-controlling interest |
|
(129,700) |
(296,260) |
|
|
|
(2,424,980) |
(2,785,874) |
The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company's loss for the financial period was £1,170,896 (2024: £1,102,184).
The accompanying notes form are integral part of these consolidated financial statements
| CRITICAL METALS PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|
|||
|
|
|
|
|
|
|
Notes |
As at 30 June 2025 £ |
As at 30 June 2024 £ |
| NON-CURRENT ASSETS |
|
|
|
| Property, plant & equipment |
10 |
4,168,523 |
4,443,497 |
| TOTAL NON-CURRENT ASSETS |
|
4,168,523 |
4,443,497 |
| CURRENT ASSETS |
|
|
|
| Trade and other receivables |
11 |
34,762 |
70,278 |
| Cash at bank and in hand |
13 |
7,167 |
61,116 |
| TOTAL CURRENT ASSETS |
|
41,929 |
131,394 |
| TOTAL ASSETS |
|
4,210,452 |
4,574,891 |
| CURRENT LIABILITIES |
|
|
|
| Trade and other payables |
15 |
2,284,565 |
1,682,428 |
| Borrowings |
16 |
3,695,689 |
2,911,753 |
| TOTAL CURRENT LIABILITIES |
|
5,980,254 |
4,594,181 |
| NON-CURRENT LIABILITIES |
|
|
|
| Borrowings |
16 |
124,608 |
|
| TOTAL NON-CURRENT LIABILITIES |
|
124,608 |
|
| TOTAL LIABILITIES |
|
6,104,862 |
4,594,181 |
|
|
|
|
|
| NET LIABILITIES |
|
(1,894,410) |
(19,290) |
| EQUITY |
|
|
|
| Called up share capital |
17 |
336,948 |
336,948 |
| Share premium account |
17 |
5,981,996 |
5,981,996 |
| Other equity reserve |
18 |
342,520 |
- |
| Share based payment reserve |
18 |
231,560 |
276,459 |
| Foreign exchange reserve |
5 |
260,397 |
53,057 |
| Retained losses |
|
(8,406,823) |
(6,156,442) |
| Equity attributable to equity holders of the parent |
|
(1,253,402) |
492,018 |
| Non-controlling interest |
|
(641,008) |
(511,308) |
| TOTAL DEFICIT |
|
(1,894,410) |
(19,290) |
The accompanying notes are integral part of these consolidated financial statements.
The financial statements were approved by the board on 7 November 2025 and were signed on its behalf by:
Ali Farid Khwaja
CEO
| CRITICAL METALS PLC PARENT COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|
|||
|
|
|
|
|
|
|
Notes |
As at 30 June 2025 £ |
As at 30 June 2024 £ |
| NON-CURRENT ASSETS |
|
|
|
| Intercompany receivables |
12 |
5,693,399 |
4,940,935 |
| Investment in subsidiary |
14 |
10,000 |
10,000 |
| TOTAL NON-CURRENT ASSETS |
|
5,703,399 |
4,950,935 |
| CURRENT ASSETS |
|
|
|
| Trade and other receivables |
11 |
26,313 |
56,129 |
| Cash at bank and in hand |
13 |
3,541 |
46,862 |
| TOTAL CURRENT ASSETS |
|
29,854 |
102,991 |
| TOTAL ASSETS |
|
5,733,253 |
5,053,926 |
| CURRENT LIABILITIES |
|
|
|
| Trade and other payables |
15 |
1,031,186 |
441,795 |
| Borrowings |
16 |
2,852,338 |
2,058,634 |
| TOTAL CURRENT LIABILITIES |
|
3,883,524 |
2,500,429 |
| NON- CURRENT LIABILITIES |
|
|
|
| Borrowings |
16 |
124,608 |
|
| TOTAL CURRENT LIABILITIES |
|
124,608 |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
4,008,132 |
2,500,429 |
| NET ASSETS |
|
1,725,121 |
2,553,497 |
| EQUITY |
|
|
|
| Called up share capital |
17 |
336,948 |
336,948 |
| Share premium account |
17 |
5,981,996 |
5,981,996 |
| Other equity reserve |
18 |
342,520 |
- |
| Share based payment reserve |
18 |
231,560 |
276,459 |
| Retained earnings |
|
(5,167,903) |
(4,041,906) |
| TOTAL EQUITY |
|
1,725,121 |
2,553,497 |
The financial statements were approved by the board on 7 November 2025 and were signed on its behalf by:
Ali Farid Khwaja
CEO
| CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
|
|||||||||
|
|
Issued Share Capital |
Share Premium |
Other equity reserve |
Share Based Payments Reserve |
Foreign exchange currency reserve |
Retained Earnings |
Total equity attributable to shareholders |
Non-controlling interest |
Total Deficit |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
| As at 30 June 2023 |
311,561 |
5,606,918 |
- |
271,260 |
43,490 |
(3,666,828) |
2,566,401 |
(215,048) |
2,351,353 |
| Loss for the year |
- |
- |
- |
- |
- |
(2,489,614) |
(2,489,614) |
(296,260) |
(2,785,874) |
| Other comprehensive income |
- |
- |
- |
- |
9,567 |
- |
9,567 |
- |
9,567 |
| Total comprehensive loss for the year |
- |
- |
- |
- |
9,567 |
(2,489,614) |
(2,480,047) |
(296,260) |
(2,776,307) |
| Shares issued during the year |
25,387 |
385,327 |
- |
- |
- |
- |
410,714 |
- |
410,714 |
| Share issue costs during the year |
- |
(10,249) |
- |
- |
- |
- |
(10,249) |
- |
(10,249) |
| Warrants issued during the year |
- |
- |
- |
5,199 |
- |
- |
5,199 |
- |
5,199 |
| Total transactions with owners |
25,387 |
375,078 |
- |
5,199 |
- |
- |
405,664 |
- |
405,664 |
| As at 30 June 2024 |
336,948 |
5,981,996 |
- |
276,459 |
53,057 |
(6,156,442) |
492,018 |
(511,308) |
(19,290) |
|
|
|
|
|
|
|
|
|
|
|
| Loss for the year |
- |
- |
- |
- |
- |
(2,295,280) |
(2,295,280) |
(129,700) |
(2,424,980) |
| Other comprehensive income |
- |
- |
- |
- |
207,340 |
- |
207,340 |
- |
207,340 |
| Total comprehensive loss for the year |
- |
- |
- |
- |
207,340 |
(2,295,280) |
(2,087,940) |
(129,700) |
(2,217,640) |
| Warrants issued during the year |
- |
- |
342,520 |
|
- |
- |
342,520 |
- |
342,520 |
| Warrants lapsed in the year |
- |
- |
- |
(44,899) |
- |
44,899 |
- |
- |
- |
| Total transactions with owners |
- |
- |
342,520 |
(44,899) |
- |
44,899 |
342,520 |
- |
342,520 |
| As at 30 June 2025 |
336,948 |
5,981,996 |
342,520 |
231,560 |
260,397 |
(8,406,823) |
(1,253,402) |
(641,008) |
(1,894,410) |
| CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
|
||||||
|
|
|
|
|
|
|
|
|
|
Issued Share Capital |
Share Premium |
Other equity reserve |
Share Based Payment Reserve |
Retained Earnings |
Total Equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
| As at 30 June 2023 |
311,561 |
5,606,918 |
- |
271,260 |
(2,939,722) |
3,250,017 |
|
|
|
|
- |
|
|
|
| Loss for the year |
- |
- |
- |
- |
(1,102,184) |
(1,102,184) |
| Other comprehensive income |
- |
- |
- |
- |
- |
- |
| Total comprehensive loss for the year |
- |
- |
- |
- |
(1,102,184) |
(1,102,184) |
| Share issued during the year |
25,387 |
385,327 |
- |
- |
- |
410,714 |
| Share issue costs during the year |
- |
(10,249) |
- |
- |
- |
(10,249) |
| Warrants issued |
- |
- |
- |
5,199 |
- |
5,199 |
| Total transaction with the owners |
25,387 |
375,078 |
- |
5,199 |
- |
405,664 |
| As at 30 June 2024 |
336,948 |
5,981,996 |
- |
276,459 |
(4,041,906) |
2,553,497 |
| |
|
|
|
|
|
|
| Loss for the year |
- |
- |
- |
- |
(1,170,896) |
(1,170,896) |
| Other comprehensive income |
- |
- |
- |
- |
- |
- |
| Total comprehensive loss for the year |
- |
- |
- |
- |
(1,170,896) |
(1,170,896) |
| Warrants issued |
- |
- |
342,520 |
- |
- |
342,520 |
| Lapsed warrants |
- |
- |
|
(44,899) |
44,899 |
- |
| Total transaction with the owners |
- |
- |
342,520 |
(44,899) |
44,899 |
342,520 |
| As at 30 June 2025 |
336,948 |
5,981,996 |
342,520 |
231,560 |
(5,167,903) |
1,725,121 |
| CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2025
|
|||
| |
|
|
|
| |
|
30 June 2025 |
30 June 2024 |
| Cash from operating activities |
|
|
|
| Loss for the year |
|
(2,424,980) |
(2,785,874) |
| Adjustments for: |
|
|
|
| Interest expense |
|
266,039 |
158,682 |
| Depreciation |
10 |
101,535 |
52,607 |
| Finance charge |
|
317,430 |
11,244 |
| Foreign exchange |
|
355,182 |
6,870 |
| Share-based payments |
|
- |
- |
| Operating cashflow before working capital movements |
|
(1,384,794) |
(2,556,471) |
| Decrease/ (increase) in trade and other receivables |
|
34,799 |
(5,100) |
| Increase trade and other payables |
|
807,268 |
356,325 |
| Net cash outflow from operating activities |
|
(542,727) |
(2,205,246) |
| Cash from financing activities |
|
|
|
| Proceeds from borrowings |
|
609,220 |
1,956,427 |
| Repayment of borrowings |
|
- |
(80,847) |
| Proceeds on the issue of shares net of transaction costs |
17 |
- |
351,919 |
| Proceeds on the exercise of warrants |
17 |
- |
195,713 |
| Net cash from financing activities |
|
609,220 |
2,423,212 |
| Cash from investing activities |
|
|
|
| Payments for asset group |
|
- |
(74,597) |
| Payments for property, plant and equipment |
10 |
(119,721) |
(496,006) |
| Net cash outflow from investing activities |
|
(119,721) |
(570,603) |
| Net decrease in cash and cash equivalents |
|
(53,228) |
(352,637) |
| Cash and cash equivalents at beginning of year |
|
61,116 |
411,696 |
| Foreign exchange |
|
(721) |
2,057 |
| Cash and cash equivalents at end of period |
13 |
7,167 |
61,116 |
| |
|
|
|
There were the following material non-cash transactions in the year:
· Accrued interest expenditure of £266,039; and
· Issue of £342,520 of warrants as part of the convertible loan note financing.
The accompanying notes are integral part of these consolidated financial statements.
| CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2025
|
|||
| |
|
30 June 2025 |
30 June 2024 |
| |
|
£ |
£ |
| Cashflow from operating activities |
|
|
|
| Loss for the year |
|
(1,170,896) |
(1,102,184) |
| Adjustments for: |
|
|
|
| Finance charge |
|
317,430 |
11,244 |
| Interest receivable |
|
(357,237) |
(287,545) |
| Interest payable |
|
216,917 |
109,948 |
| Non-cashflow transaction-management recharge |
|
- |
218,562 |
| Operating cashflow before working capital movements |
|
(993,786) |
(1,049,975) |
| (Increase)/decrease in trade and other receivables |
|
29,814 |
(206,052) |
| Increase in trade and other payables |
|
706,659 |
377,713 |
| Net cash outflow from operating activities |
|
(257,313) |
(878,314) |
| Cashflow from financing activities |
|
|
|
| Proceeds of borrowings |
|
609,220 |
1,956,427 |
| Repayment of borrowings |
|
- |
(80,847) |
| Issue of funds to group companies |
|
(395,228) |
(1,855,517) |
| Proceeds on the issue of shares net of transaction costs |
|
- |
351,919 |
| Proceeds on the exercise of warrants |
|
- |
195,713 |
| Net cash from financing activities |
|
213,992 |
567,695 |
| |
|
|
|
| Net decrease in cash and cash equivalents |
|
(43,321) |
(310,619) |
| Cash and cash equivalents at beginning of year |
|
46,862 |
357,481 |
| Cash and cash equivalents at end of period |
13 |
3,541 |
46,862 |
There were the following material non-cash transactions in the year:
· Accrued interest expenditure of £216,917 and
· Issue of £342,520 of warrants as part of the convertible loan note financing
The accompanying notes are integral part of these consolidated financial statements.
1. General Information
Critical Metals plc and its subsidiary (the "Group") looks to develop its existing asset and identify other potential companies, businesses or asset(s) that have operations in the natural resources exploration, development and production sector.
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is The Broadgate Tower, 20 Primrose Street, London UK, EC2A 2EW. The Company's registered number is 11388575.
2. Accounting policies
The principal accounting policies applied in preparation of these consolidated financial statements ("financial statements") are set out below. These policies have been consistently applied unless otherwise stated.
2.1. Basis of preparation
The financial statements for the period ended 30 June 2025 have been prepared by Critical Metals Plc in accordance with UK adopted International Accounting Standards ("IFRS") and with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.
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 is Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its main subsidiary is US Dollars (USD) 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 the most relevant presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out below.
2.2. Going concern
The Group commenced mine development and processing operations at the Molulu project in the final half of the 2022 financial year, which were halted during the current financial year to continue its exploration activities, along with major improvement works being made on the road to and from Molulu. The Group expects its first sales to occur in mid 2026.
The Group's financial statements have been prepared on the going concern basis, which contemplates that the Group will be able to realize its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Group will either achieve or maintain profitability in the future and financial returns arising there from, may be adversely affected by factors outside the control of the Group.
The Group has had recurring losses since incorporation, and its continuation as a going concern is dependent on the Group's ability to successfully fund its operations by generating sufficient cash flow from operations and where required obtaining additional financing from equity injections and / or the raising of cash through bank loans or other debt instruments, to meet any working capital deficits and fund the Group's exploration activities and new mine developments.
This indicates that a material uncertainty exists that may cast significant doubt over the Group's ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business.
Whilst acknowledging this material uncertainty, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis for the following reasons:
· Subsequent to year end the Group converted the majority of its debt into ordinary shares in the Group;
· The Group has entered into a debt facility with its majority shareholder with the ability to draw down on $500,000 USD to fund operations
· The Group has no committed exploration expenditure on its granted mining licenses at Molulu and has the ability to reduce all spend in the event that it needs to conserve cash balances; and
· The Group's Board of Directors have significant experience in the debt and equity capital markets and specifically have a successful track record in funding mining operations, new mine development and exploration activities and are further considered capable of securing ongoing debt and equity capital financing for the Group.
The consolidated financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
The auditors have made reference to going concern by way of a material uncertainty within the financial statements.
2.3. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions. A material amount of cash and cash equivalents is held with alternative financial institutions. These funds are fully unrestricted and are held on behalf of the institutions with reputable banks.
2.4. Foreign currency translation
The financial statements are presented in Sterling which is the Company's functional and presentational currency.
Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.
2.5. 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 30 June 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.
2.6. Property, Plant & Equipment
Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses. Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight-line method, on the following bases:
| Plant and equipment |
- 20% |
| Road & Buildings |
- 20% |
A lease liability is recognized in accordance with requirements of IFRS 16. It requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. As at 30 June 2025 the Group has not entered into any leases with a term greater than 12 months.
Exploration and evaluation
Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost of acquisition by the Group of rights, licences and other associated items. Such expenditure requires the immediate write-off of exploration and development expenditure that the Directors do not consider to be supported by the existence of commercial reserves.
All costs associated with mineral exploration and investments, are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses, but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to "mining assets" and amortised over the estimated life of the commercial ore reserves on a unit of production basis.
The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting mineral resources are demonstrable. When relevant, such assets shall be assessed for impairment, and any impairment loss recognized, before reclassification to "Mine development".
Mine development
Mine development costs are included within property, plant and equipment. These costs include the costs attributable to the establishment of mining and processing operations, groundworks and site preparation.
Whilst the mine is under development no depreciation will be recognised until such time that production commences.
Work in progress
Work in progress represents costs incurred on assets that are under construction or development and are not yet available for their intended use. Such costs are capitalised as part of property, plant and equipment and will be transferred to the appropriate asset category once the asset is completed and ready for use. No depreciation is charged on work in progress until the relevant asset is brought into use.
2.7. Investment in subsidiary
The consolidated financial statements incorporate the results of subsidiaries using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
2.8. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period
Convertible loan notes classified as financial liabilities and borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period.
2.9. Trade and other receivables
Trade and other receivables are measured at amortised cost, using the effective interest method, less any impairment loss. An allowance for impairment of trade and other receivables is established based on the twelve month expected credit losses unless the credit quality has deteriorated since inception, in which case it is based on lifetime losses.
2.10. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
· those to be measured subsequently at fair value (either through OCI or through profit or loss);
· those to be measured at amortised cost; and
· those to be measured subsequently at fair value through profit or loss.
The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
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. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
2.11. Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.
Based on IFRS 2, for equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. The fair value of the service received in exchange for the grant of options and warrants is recognised as an expense, other than those warrants that were issued in relation to the listing which have been recorded against share premium in equity. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The seed warrants issued to the investors and directors in raising private equity funds is not within the scope of IFRS 2 and accounting policy mentioned doesn't apply.
Retained losses includes all current and prior period results as disclosed in the income statement.
2.12. Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised 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 balance sheet 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. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when 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 Group intends to settle its current tax assets and liabilities on a net basis.
2.13. Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the period and the amounts reported for assets and liabilities at the balance sheet date. However, the nature of estimation means that the actual outcomes could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The significant accounting judgements and key sources of estimation uncertainty affecting the Group are disclosed below.
Estimates
Development costs recoverability
The Group's development assets constitute a major component of the consolidated statement of financial position, requiring management and the Directors to assess, under IAS 36, whether any impairment indicators suggest a potential decline in their carrying value. This process involves substantial judgment and estimation, creating a risk that impairment evaluations may not be accurately performed, potentially leading to material overstatement of asset values.
Intercompany receivable recoverability
The carrying amount of the intercompany receivables represents the most material portion of the Company's total assets and therefore the Company assesses at each reporting date whether there is any objective evidence that loans to subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required to determine future credit losses over the 12 month period of life time of the loan.
Judgements
Classification of costs and valuation of development costs
Expenditure on exploration and evaluation activities is reclassified from Exploration and evaluation assets to Development assets when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. This assessment typically occurs when a decision to develop the project has been made by the Directors, supported by sufficient evidence and the necessary funding or agreements are in place to progress further development.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):
| Standard |
Impact on initial application |
Effective date |
| Amendments to IAS21 |
Lack of exchangeability |
1 January 2025 |
| Amendments IFRS 9 and IFRS 7 - Financial instruments |
Classification and measurement of financial instruments |
1 January 2026 |
| IFRS 18 - Presentation and Disclosure in Financial Statements |
Presentation and Disclosure of financial Statements |
1 January 2027 |
The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.
The directors are evaluating the impact that these standards may have on the financial statements of Group.
3. Segmental analysis
The Group has two reportable segments, Mining and Corporate, which are the Group's strategic divisions. For each of the strategic divisions, the Board reviews internal management reports on a regular basis.
The Group's reportable segments are:
Mining: the mining operating segment is presented as an aggregate of all the DRC related activity and the associated Mauritian holding companies.
Corporate: the corporate segment is the UK head company and the costs in respect of managing the Group. This includes the cost of director share options granted by the Company.
The Group generated no revenue during the year ended 30 June 2025 (2024: £nil).
Segmental results are detailed below
| |
Mining |
Corporate |
Total |
| |
£ |
£ |
£ |
| Operating loss from continued operations per reportable segment |
(1,254,084) |
(1,170,896) |
(2,424,980) |
| |
|
|
|
| Reportable segment assets |
4,171,235 |
39,217 |
4,210,452 |
| Reportable segment liabilities |
2,097,367 |
4,007,495 |
6,104,862 |
| Net assets/ (liabilities) |
2,073,868 |
(3,968,278) |
(1,894,410) |
And for the year ended 30 June 2024:
| |
Mining |
Corporate |
Total |
| |
£ |
£ |
£ |
| Operating loss from continued operations per reportable segment |
(1,467,760) |
(1,318,114) |
(2,785,874) |
| |
|
|
|
| Reportable segment assets |
4,461,900 |
112,991 |
4,574,891 |
| Reportable segment liabilities |
2,093,752 |
2,500,429 |
4,594,181 |
| Net assets/ (liabilities) |
2,368,148 |
(2,387,438) |
(19,290) |
4. ADMINISTRATIVE EXPENSES
| |
30 June 2025 |
30 June 2024 |
| |
£ |
£ |
| Consultancy fees |
(101,154) |
(447,700) |
| Employment costs |
(316,553) |
(381,469) |
| Subcontractors |
(180,231) |
(514,900) |
| Insurance |
(17,241) |
(18,328) |
| Professional fees |
(506,558) |
(506,884) |
| Travel expenditure |
(3,913) |
(119,871) |
| Foreign exchange |
(368,321) |
(29,130) |
| Administrative expenses |
(109,411) |
(199,906) |
| |
(1,603,382) |
(2,218,188) |
5. Other comprehensive incomE
Items credited/(charged) to the other comprehensive income line of the statement of comprehensive income relate to the translation of foreign operations. The corresponding movement is offset against the foreign exchange reserve in the statement of financial position.
| |
|
30 June 2025 |
30 June 2024 |
| |
|
£ |
£ |
| Opening Balance |
|
53,057 |
43,490 |
| Foreign exchange impact |
|
207,340 |
9,567 |
| Closing Balance |
|
260,397 |
53,057 |
6. Employees
The average number of persons employed by the Group (including directors) during the period ended 30 June 2025 was:
|
|
30 June 2025 No of employees |
30 June 2024 No of employees |
| Directors |
4 |
3 |
| Employees |
- |
1 |
| |
4 |
4 |
|
|
2025 |
2023 |
| The aggregate payroll costs of these persons were as follows: |
£ |
£ |
| Wages and salaries |
306,617 |
371,250 |
| Share-based payments |
- |
- |
| National insurance |
9,936 |
10,219 |
| |
316,553 |
381,469 |
7. AUDITORS REMUNERATION
| |
2025 |
2024 |
| |
£ |
£ |
| Fees payable to the Group's auditor for the audit of parent company and consolidated group financial statements: |
50,000 |
73,500 |
| Prior year overruns |
- |
9,167 |
| Audit of subsidiary undertakings |
5,846 |
4,100 |
| |
55,846 |
86,767 |
8. taxation
| |
As at 30 June 2025 |
As at 30 June 2024 |
| |
£ |
£ |
| The charge / credit for the year is made up as follows: |
|
|
| Corporation taxation on the results for the year |
|
- |
| Taxation charge / credit for the year |
- |
- |
| A reconciliation of the tax charge / credit appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the year is: |
|
|
| Loss for the year |
(2,424,980) |
(2,785,874) |
| Tax credit at the applicable rate of 24.7% (2024: 24.7%) |
(598,970) |
(688,110) |
| Expenditure disallowable for taxation |
99,294 |
30,511 |
| Tax losses on which no deferred tax asset has been recognised |
499,676 |
657,599 |
| Total tax (charge)/credit |
- |
- |
The weighted average applicable tax rate of 24.7% (2024: 24.7%) used is a combination of the 25% standard rate of corporation tax in the UK (2024:25%), 28% standard rate of corporation tax in the DRC (2024: 28%) and nil corporation tax rate in Mauritius (2024: nil).
The Company has total carried forward losses of £7,875,891 (2024: £5,852,909). The taxed value of the unrecognised deferred tax asset is £1,945,345 (2024: £1,445,669) and these losses do not expire. No deferred tax assets in respect of tax losses have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.
9. EARNINGS per share
The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year
| |
|
2025 |
2024 |
| |
|
£ |
£ |
| Loss for the year from continuing operations |
|
(2,295,280) |
(2,489,614) |
| Weighted number of ordinary shares in issue |
|
67,389,680 |
65,637,849 |
| Basic earnings per share from continuing operations - pence |
|
(3.41) |
(3.79) |
There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented.
10. Property, plant & Equipment
Group
| |
Plant and equipment |
Road & Buildings |
Development |
Work-in-progress |
Total |
| |
£ |
£ |
£ |
£ |
£ |
| Cost |
|
|
|
|
|
| Opening balance - 1 July 2024 |
230,214 |
31,621 |
4,091,800 |
170,992 |
4,524,628 |
| Additions |
- |
- |
- |
119,721 |
119,721 |
| Foreign exchange |
(15,291) |
(18,879) |
(268,976) |
- |
(303,146) |
| Transfer |
- |
290,713 |
- |
(290,713) |
- |
| At 30 June 2025 |
214,923 |
303,455 |
3,822,824 |
- |
4,341,203 |
| |
|
|
|
|
|
| Depreciation |
|
|
|
|
|
| Opening balance - 1 July 2024 |
28,695 |
132 |
- |
- |
28,827 |
| Charge for the period |
45,023 |
56,512 |
- |
- |
101,535 |
| Foreign exchange |
38,982 |
3,335 |
- |
- |
42,317 |
| At 30 June 2025 |
112,700 |
59,979 |
- |
- |
172,679 |
| |
|
|
|
|
|
| Net book value 30 June 2025 |
102,223 |
243,476 |
3,822,824 |
- |
4,168,523 |
| |
Plant and equipment |
Buildings |
Development |
Work-in-progress |
Total |
| |
£ |
£ |
£ |
£ |
£ |
| Cost |
|
|
|
|
|
| Opening balance - 1 July 2023 |
230,520 |
31,663 |
3,774,098 |
- |
4,036,281 |
| Additions |
- |
- |
324,226 |
171,780 |
496,006 |
| Foreign exchange |
(306) |
(43) |
(6,524) |
- |
(6,873) |
| Transfer |
- |
- |
- |
(788) |
(788) |
| At 30 June 2024 |
230,214 |
31,620 |
4,091,800 |
170,992 |
4,524,626 |
| |
|
|
|
|
|
| Depreciation |
|
|
|
|
|
| Opening balance - 1 July 2023 |
28,695 |
132 |
- |
- |
28,827 |
| Charge for the period |
46,254 |
6,353 |
- |
- |
52,607 |
| Foreign exchange |
(273) |
(30) |
- |
- |
(303) |
| At 30 June 2024 |
74,676 |
6,455 |
- |
- |
81,131 |
| |
|
|
|
|
|
| Net book value 30 June 2024 |
155,538 |
25,165 |
4,091,800 |
170,992 |
4,443,496 |
Development assets relate specifically to commercial interests held by Critical Metals PLC and its subsidiaries. The Group currently operates in 1 area of interest via its subsidiaries or commercial interests being the Molulu project in the Democratic Republic of the Congo.
The Group has begun the development of the mine site for the Molulu project. Costs relating to the physical construction of the site have been capitalised. Once the mine has been completed the amount will be amortized over the mine life of the area.
There is no property, plant and equipment at the Company level.
11. TRADE AND OTHER RECEIVABLES
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| |
|
|
|
|
| Prepayments |
7,701 |
7,591 |
5,219 |
- |
| Other debtors |
11,909 |
11,540 |
30,410 |
30,015 |
| VAT receivable |
15,152 |
7,182 |
34,649 |
26,114 |
| |
34,762 |
26,313 |
70,278 |
56,129 |
12. Intercompany receivables
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| |
|
|
|
|
| Intercompany loan-Critical Metals Mauritius |
- |
5,693,399 |
- |
4,940,935 |
| |
- |
5,693,399 |
- |
4,940,935 |
Intercompany receivables represent an intra-group loan facility from Critical Metals PLC to its subsidiary Critical Metals Mauritius Ltd. The loan is denominated in USD and attracts interest at 8% per annum. The loan becomes repayable when the excess cashflows from operations exceed a certain threshold agreed upon by both parties.
The Group has recognised a loss of £Nil in the profit or loss in respect of the expected credit losses for the year ended 30 June 2025 (2024. £nil).
13. Cash at bank and in hand
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| |
|
|
|
|
| Cash at bank |
7,871 |
3,541 |
61,116 |
46,862 |
| Overdraft |
(703) |
- |
- |
- |
| |
7,167 |
3,541 |
61,116 |
46,862 |
The carrying amounts of the Group and Company's cash and cash equivalents are denominated in the following currencies:
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| |
|
|
|
|
| UK Pounds |
1,176 |
768 |
44,100 |
44,100 |
| US Dollars |
3,962 |
40 |
14,297 |
43 |
| South African Rand |
180 |
180 |
192 |
192 |
| Euro |
2,553 |
2,553 |
2,527 |
2,527 |
| Overdraft |
(703) |
- |
- |
- |
| |
7,167 |
3,541 |
61,116 |
46,862 |
14. Investment in subsidiaries
| |
30 June 2025 |
30 June 2024 |
| |
£ |
£ |
| |
Company |
Company |
| Critical Metal Mauritius Ltd |
10,000 |
10,000 |
| |
10,000 |
10,000 |
As at 30 June 2025, the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:
| Name |
Incorporation date |
Holding |
Class of shares held |
Business activity |
Country of incorporation |
Registered address & principle place of business |
| Critical Metals Mauritius Ltd |
14 September 2021 |
100% Critical Metals Plc |
Ordinary shares |
Holding |
Mauritius |
Rue De L'institut 4th Floor Ebene Skies Ebene Mauritiu |
| Madini Occidental Ltd |
27 March 2019 |
100% Critical Metals Mauritius Ltd |
Ordinary shares |
Holding |
Mauritius |
3rd Floor, Tower A, 1 Cybercity, Ebene, Mauritius 72201 |
| Madini Holding RDC SARL |
14 March 2019 |
100% Madini Occidental Ltd |
Ordinary shares |
Dormant
|
Democratic Republic of the Congo |
Local 7, 4 Eme Niveau, C/Gombe, V/Kinshasa, P/Kinshasa
|
| MO RDC SA |
22 September 2019 |
100% Madini Occidental Ltd |
Ordinary shares |
Holding |
Democratic Republic of the Congo |
Conseil, 60 Avenue Uvira, Immeuble Aimee Tower, 11 eme Etage, Gombe, Kinshasa |
| Minière Molulu SARL |
5 April 2019 |
100% MO RDC SA |
Ordinary shares |
Dormant |
Democratic Republic of the Congo |
Local 7, 4 Eme Niveau, C/Gombe, V/Kinshasa, P/Kinshasa |
| Amani Minerals Katanga SA |
7 August 2019 |
70% MO RDC SA |
|
Mining & Exploration |
Democratic Republic of the Congo |
33132 Ave Colonel Mondjiba, Quartier Basoko, Ngaliema, Kinshasa, DRC |
15. TRADE AND OTHER PAYABLES
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| |
|
|
|
|
| Trade payables |
577,566 |
548,844 |
984,644 |
339,223 |
| Other payable and accruals |
1,214,032 |
482,342 |
213,968 |
102,572 |
| Deferred consideration |
404,856 |
- |
399,734 |
- |
| Provision for option relinquishment |
78,547 |
- |
84,136 |
- |
| Directors loan |
9,564 |
- |
- |
- |
| |
2,284,565 |
1,031,186 |
1,682,482 |
441,795 |
Deferred consideration relates to $505,764 (2024: $505,764) USD payable for the acquisition of the Madini Group. As at report date the amount has not been paid. Subsequent to year end the amount was paid via the issue of 42,300,000 ordinary shares at 2p per share.
16. Borrowings
| |
30 June 2025 |
30 June 2024 |
||
| |
£ |
£ |
£ |
£ |
| |
Group |
Company |
Group |
Company |
| Current |
|
|
|
|
| Loan from related party 1 |
843,351 |
- |
853,119 |
- |
| Loan facility 2 |
521,282 |
521,282 |
478,530 |
478,530 |
| Convertible loan note 3 |
1,763,960 |
1,763,960 |
1,580,104 |
1,580,104 |
| Bridge loan 4 |
567,096 |
567,096 |
- |
- |
| |
3,695,689 |
2,852,338 |
2,911,753 |
2,058,634 |
| Non-current |
|
|
|
|
| Other borrowings5 |
124,608 |
124,608 |
- |
- |
| Total borrowings |
3,820,297 |
2,976,946 |
2,911,753 |
2,058,634 |
1- Borrowings consist of an $800,000 (£843,351) USD loan to Madini Occidental from Baobab investments LLC, an entity controlled by the CEO Russell Fryer. Refer to note 22 for further information. During the year the total interest cost recorded through the profit and loss was
2- £49,121. Subsequent to year end the full loan amount including accrued interest was settled for
3- $800,000 via an issue of ordinary shares in the Company.
4- Borrowings relate to the unsecured facility of up to US$3.0 million at a fixed 15 percent coupon. By 30 June 2024 the Group had drawn US$650,000, repaid US$100,000, and transferred US$80,000 into the convertible loan facility. During October 2024 the loan was novated to a new party at an agreed rate of $645,000. Per the terms of the agreement default interest began accruing at Barclays base plus 5 percent. In August 2025 the facility was fully settled as part of the equity fundraising and readmission, with new shares issued to extinguish the remaining balance.
5- The Convertible Loan Note (CLN) issued by Critical Metals PLC involves a principal amount of
6- £1,603,600 with a fixed interest rate of 10% per annum repayable on 9th April 2025. During the year the conversion date was extended to July 2025 where the full amount was converted into ordinary shares in the Company. £124,379 of interest was recorded through the profit and loss in the current year. The notes are to be redeemed after one year unless converted into ordinary shares at a specified conversion price upon a Conversion Event. The CLN is unsecured and ranks equally with other unsecured obligations.
7- In September 2024, the Company entered into a bridge loan agreement with NIU Invest SE for up to £455,000 of unsecured convertible loan notes carrying interest at 1% per month, repayable or convertible by 9 April 2025 at the lower of the next equity issue price or a 20 percent discount to the prevailing market price, together with 18,200,000 warrants as set out in note 18. The warrants were valued using a black-scholes technique. A second bridge facility was executed in December 2024 for £173,913, also unsecured and non-interest-bearing, convertible into ordinary shares at the lower of £0.02 per share or the lowest issue price prior to conversion. Subsequent to year end the outstanding balances and any associated conversion rights fully settled through the issue of new ordinary shares as part of the July 2025 recapitalisation and admission to the main market.
8- In March 2025, the company entered into formal loan agreements with Orana Corporate LLP (£34,230), Former Director Russell Fryer (£66,664) and former director Anthony Eastman (£16,374) to document outstanding creditor balances arising from accrued director and advisory fees. Each facility was made effective from 1 January 2025, was unsecured, and carries interest at 15 percent per annum, repayable in full within 16 months of the agreement date. The lenders may, at their discretion, elect to settle repayment through the issue of ordinary shares at 80 percent of the 10-day volume-weighted average market price immediately preceding conversion.
17. Share capital and share premium
| Class of share |
Number of shares issued and fully paid |
Nominal value per share |
Total nominal value |
| Ordinary shares |
67,389,680 |
£0.05 |
£336,948 |
|
|
Number of Shares on Issue |
Share Capital £ |
Share Premium £ |
Total £ |
| Balance at 30 June 2023 |
62,312,235 |
311,561 |
5,606,918 |
5,918,479 |
|
|
|
|
|
|
| £0.10 Warrants Exercised |
1,100,000 |
5,500 |
104,500 |
110,000 |
| £0.05 Warrants Exercised |
1,714,286 |
8,572 |
77,143 |
85,715 |
| Fundraise - £0.215m @ £0.095 |
2,263,159 |
11,315 |
203,684 |
214,999 |
| Cost of share issues |
- |
- |
(10,249) |
(10,249) |
| Balance at 30 June 2024 |
67,389,680 |
336,948 |
5,981,996 |
6,318,944 |
| Movement for the year |
- |
- |
- |
- |
| Balance at 30 June 2025 |
67,389,680 |
336,948 |
5,981,996 |
6,318,944 |
The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.
18. SHARE BASED PAYMENTS AND OTHER EQUITY RESERVE
| Group and Company - Other equity |
2025 |
2024 |
|
|
|
£ |
| Opening balance |
|
- |
| Bridge warrants (Initial) |
97,886 |
- |
| Bridge warrants (Remainder) |
244,634 |
- |
| At 31 December |
342,520 |
- |
| Group and Company - Share based payments |
2025 |
2024 |
|
|
|
£ |
| Opening balance |
276,459 |
271,260 |
| FD warrants |
- |
5,199 |
| Lapsed during the year |
(44,899) |
- |
| At 31 December |
231,560 |
276,459 |
The fair value of the services received in return for the warrants granted are measured by reference to the fair value of the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes valuations model. Measurement inputs and assumptions are as follows:
| |
Director warrants |
LEJ and Broker warrants |
FD warrants |
Bridge warrants (Initial) |
Bridge warrants (Remainder) 1 |
| Total granted |
2,750,000 |
323,200 |
600,675 |
4,200,000 |
14,000,000 |
| Issue date |
12 Sep 2022 |
12 Sep 2022 |
9 April 2024 |
23 Aug 2024 |
11 Sep 2024 |
| Time to expiry |
3 years |
3 years |
3 years |
5 years |
5 years |
| Share price at date of issue of warrants |
£0.20 |
£0.20 |
£.0495 |
£0.0330 |
£0.0260 |
| Exercise price |
£0.05 |
£0.20 |
£0.05 |
£0.05 |
£0.05 |
| Expected volatility |
46.5% |
46.5% |
46.5% |
100% |
100% |
| Risk free interest rate |
3.4% |
3.4% |
3.86% |
3.86% |
3.86% |
| |
2025 |
|
2024 |
||
| |
Weighted average exercise price |
Number of options |
|
Weighted average exercise price |
Number of options |
| Outstanding at the beginning of the year |
8.8p |
19,245,303 |
|
26p |
19,698,914 |
| Exercised during the year (Share options) |
- |
- |
|
8p |
(2,814,286) |
| Expired during the year |
9.35p |
(13,571,428) |
|
10p |
(240,000) |
| Granted during the year (Share options) |
5p |
4,200,000 |
|
10p |
2,000,000 |
| Granted during the year (Share options) |
5p |
14,000,000 |
|
5p |
600,675 |
| Outstanding at the end of the year |
5.26p |
23,873,875 |
|
8.8p |
19,245,303 |
| Exercisable at the end of the year |
5.26p |
23,873,875 |
|
8.8p |
19,245,303 |
During the year the Company extended the exercise period of all outstanding warrants along with the exercise repricing of certain warrants.
On 4th August 2025 shareholders voted to consolidate the share capital of the Company on a 10:1 basis.
19. Risk Management
General objectives and policies
The overall objective of the Board is to set policies that seek to reduce as far as practical without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are:
Policy on financial risk management
The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables, loan notes and trade and other payables. The Group's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 1 - "Accounting Policies".
The Group does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.
Derivatives, financial instruments and risk management
The Group does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices.
Foreign currency risk management
The scope and level of operations that the Group is undertaking has increased in the current year and will continue to increase in years to come. With the acquisition of an asset based in the Democratic Republic of Congo the Group will also increase its exposure to foreign currency risk. Despite the increase in exposure the directors believe that it is within a reasonable threshold that it does not materially adversely affect the operations of the Group and hence they have not entered into any strategies to mitigate the risk at this stage. In the current period the impact of foreign currency movement is limited to the impact it has on the relatively small denominations of currency that the Group holds in foreign currencies.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group's exposure and the credit ratings of its counterparties are monitored by the board of directors to ensure that the aggregate value of transactions is spread amongst approved counterparties.
The Group applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. The impact of expected credit losses was immaterial.
The Group's principal financial assets are cash and cash equivalents, loan notes and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions.
The credit risk on liquid funds held in current accounts and available on demand is limited because the Group's counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
No financial assets have indicators of impairment.
The Group's maximum exposure to credit risk is limited to the carrying amount of financial assets recorded in the financial statements.
Borrowings and interest rate risk
The Group currently has four separate debt facilities as at 30 June 2025 refer to note 16 for further details. The Group's principal financial assets are cash and cash equivalents, loan notes and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant as each facility has a fixed interest rate over the term of the loans.
Liquidity risk
During the period ended 30 June 2025 and year ended 30 June 2024, the Group was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as short-term cash deposits in Sterling.
The maturities of the cash deposits are selected to maximise the investment return whilst ensuring that funds will be available as required to maintain the Group's operations.
In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.
The table below shows the undiscounted cash flows on the Group's financial liabilities on the basis of their earliest possible contractual maturity.
For the Group:
| |
Total £ |
Within 2 months £ |
Within 2-6 months £ |
| At 30 June 2025 |
|
|
|
| Trade payables |
577,566 |
577,566 |
- |
| Borrowings |
3,820,297 |
3,820,297 |
- |
| Other payable and accruals |
1,214,032 |
1,214,032 |
- |
| Deferred consideration |
404,856 |
404,856 |
- |
| Option relinquishment |
78,547 |
- |
78,546 |
| |
6,095,298 |
6,016,751 |
78,546 |
| |
Total £ |
Within 2 months £ |
Within 2-6 months £ |
| At 30 June 2024 |
|
|
|
| Trade payables |
984,644 |
984,644 |
- |
| Borrowings |
2,911,753 |
- |
2,911,753 |
| Other payable and accruals |
622,505 |
622,505 |
- |
| Deferred consideration |
399,734 |
- |
399,734 |
| Option relinquishment |
84,136 |
- |
84,136 |
| |
5,002,772 |
1,607,149 |
6,609,921 |
And for the Company:
| |
Total £ |
Within 2 months £ |
Within 2-6 months £ |
| At 30 June 2025 |
|
|
|
| Trade payables |
548,844 |
548,844 |
- |
| Borrowings |
2,976,946 |
2,976,946 |
- |
| |
3,525,790 |
3,525,790 |
- |
| |
Total £ |
Within 2 months £ |
Within 2-6 months £ |
| At 30 June 2024 |
|
|
|
| Trade payables |
339,223 |
339,223 |
- |
| Borrowings |
2,058,634 |
- |
2,058,634 |
| |
2,397,857 |
339,223 |
2,058,634 |
Capital management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes of equity.
The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the board of directors.
20. FINANCiaL ASSETS AND FINANCIAL LIABILITIES
For the Group:
| 2025 |
|
Financial assets at fair value through profit or loss |
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
| Financial assets / liabilities |
|
£ |
£ |
£ |
£ |
| Trade and other receivables |
|
- |
11,909 |
- |
11,909 |
| Cash and cash equivalents |
|
- |
7,167 |
- |
7,167 |
| Trade and other payables |
|
- |
- |
(646,988) |
(646,988) |
| Borrowings |
|
- |
- |
(3,820,297) |
(3,820,297) |
| Deferred consideration |
|
- |
- |
(404,856) |
(404,856) |
| |
|
- |
19,076 |
(4,872,141) |
(4,853,065) |
| 2024 |
|
Financial assets at fair value through profit or loss |
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
| Financial assets / liabilities |
|
£ |
£ |
£ |
£ |
| Trade and other receivables |
|
- |
30,410 |
- |
30,410 |
| Cash and cash equivalents |
|
- |
61,116 |
- |
61,116 |
| Trade and other payables |
|
- |
- |
(984,664) |
(984,664) |
| Borrowings |
|
- |
- |
(2,911,753) |
(2,911,753) |
| Deferred consideration |
|
- |
- |
(399,734) |
(399,734) |
| |
|
- |
91,526 |
(4,296,151) |
(4,204,625) |
For the Company:
| 2025 |
|
Financial assets at fair value through profit or loss |
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
| Financial assets / liabilities |
|
£ |
£ |
£ |
£ |
| Trade and other receivables |
|
- |
11,540 |
- |
11,540 |
| Intercompany receivable |
|
- |
5,693,399 |
- |
- |
| Cash and cash equivalents |
|
- |
3,541 |
- |
3,541 |
| Trade and other payables |
|
- |
- |
(617,628) |
(617,628) |
| Borrowings |
|
- |
- |
(2,976,946) |
(2,976,946) |
| |
|
- |
5,708,480 |
(3,594,574) |
2,113,906 |
| 2024 |
|
Financial assets at fair value through profit or loss |
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
| Financial assets / liabilities |
|
£ |
£ |
£ |
£ |
| Trade and other receivables |
|
- |
30,015 |
- |
30,015 |
| Cash and cash equivalents |
|
- |
46,862 |
- |
46,862 |
| Intercompany receivable |
|
|
4,940,935 |
|
4,940,935 |
| Trade and other payables |
|
- |
- |
(339,223) |
(339,223) |
| Borrowings |
|
- |
- |
(2,058,634) |
(2,058,634) |
| |
|
- |
5,017,812 |
(2,397,857) |
2,619,955 |
21. RECONCILIATION OF NET CASHFLOWS TO MOVEMENT IN DEBT
|
|
As at 1 July 2024 |
Cash flows |
Non cash charges |
As at 30 June 2025 |
|
|
£ |
£ |
£ |
£ |
| Cash and cash equivalents |
|
|
|
|
| Cash |
61,116 |
(53,228) |
(721) |
7,167 |
| |
|
|
|
|
| Borrowings |
|
|
|
|
| Loan |
(2,911,753) |
(609,220) |
(299,324) |
(3,820,297) |
|
|
|
|
|
|
| Total |
(2,850,637) |
(662,448) |
(300,045) |
(3,813,130) |
|
Material non-cash charges for the year include a) £266,039 of accrued interest; b) £117,268 relating to the conversion of trade creditors into loans and c) (£83,983) of foreign exchange difference on borrowings. |
||||
|
|
As at 1 July 2023 |
Cash flows |
Non cash charges |
As at 30 June 2024 |
|
|
£ |
£ |
£ |
£ |
| Cash and cash equivalents |
|
|
|
|
| Cash |
411,696 |
(352,637) |
2,057 |
61,116 |
| |
|
|
|
|
| |
|
|
|
|
| Borrowings |
|
|
|
|
| Loan |
(805,729) |
(1,875,580) |
(230,444) |
(2,911,753) |
|
|
|
|
|
|
| Total |
(394,033) |
(2,228,217) |
(228,387) |
(2,850,637) |
Material non-cash charges for the year are £158,682 of accrued interest expense and £11,244 of finance charges.
For the Company:
|
|
As at 1 July 2024 |
Cash flows |
Non cash charges |
As at 30 June 2025 |
|
|
£ |
£ |
£ |
£ |
| Cash and cash equivalents |
|
|
|
|
| Cash |
46,862 |
(43,321) |
- |
3,541 |
| |
|
|
|
|
| Borrowings |
|
|
|
|
| Loan |
(2,058,634) |
(609,220) |
(309,092) |
(2,976,946) |
| |
|
|
|
|
| Total |
(2,011,772) |
(652,541) |
(309,092) |
(2,973,405) |
Material non-cash charges for the year include a) £216,917 of accrued interest and b) £117,268 relating to the conversion of trade creditors into loans.
|
|
As at 1 July 2023 |
Cash flows |
Non cash charges |
As at 30 June 2024 |
|
|
£ |
£ |
£ |
£ |
| Cash and cash equivalents |
|
|
|
|
| Cash |
357,481 |
(310,619) |
- |
46,862 |
| |
|
|
|
|
| Borrowings |
|
|
|
|
| Loan |
- |
(1,875,847) |
(182,787) |
(2,058,634) |
| |
|
|
|
|
| Total |
357,481 |
(2,186,466) |
(182,787) |
(2,011,772) |
Material non cash charges for the year are £109,984 of accrued interest expense and £11,244 of finance charges.
22. Related party transactions
Details of directors' remuneration during the year are given in Directors' Report.
Loan to Baobab Asset Management LLC
As part of the acquisition of Madini Occidental the Group acquired a $800,000 USD loan from Baobab Asset Management LLC, a company controlled by the CEO Russell Fryer, to Madini Occidental. The loan accrues interest at 6%, compounds annually and is payable on demand. As at 30 June 2025 the balance of the loan and accrued interest is $1,142,967 USD (£843,351). Subsequent to year end the loan amount was converted into shares in the Company. Refer to note 25 for further information.
Luhlaza advisory
During the year the Company paid £2,443 to Luhlaza advisory and consulting Pty Ltd, a Company related to Avinash Bisnath for consulting work.
Director Loan
To meet working capital requirements, the Company's Director, JP Tshienda, personally covered certain expenses on behalf of the Company. The amount is unsecured and carries no interest. The total balance as at 30 June 2025 is £9,564.
Deferred consideration
As of 30 June 2025, the Group owed deferred consideration of US$252,882 (approximately £210,000) to Russell Fryer, a related party, in connection with the acquisition of the Madini Group. Subsequent to year-end, this balance was settled through the issue of 2,100,000 ordinary shares at £0.02 per share as part of the Group's August 2025 recapitalisation. The transaction fully extinguished the liability owed to Mr. Fryer.
23. commitmentS And contingencies
There were no capital commitments or contingent liabilities at 30 June 2025 (2024: nil).
24. ultimate controlling party
As at 30 June 2025 there was no ultimate controlling party. Subsequent to year end due to the capital re-organisation (note 25) NIU Invest SE is considered the ultimate controlling party of the Company and holds 69.62% of the share capital.
25. POST BALANCE SHEET EVENTS
Issue of equity and debt conversion
In August 2025 the Company completed a number of debt conversions and new share issues as part of its recapitalisation. The Convertible Loan Notes issued in April 2025 for gross proceeds of £1,603,600 automatically converted into 17,639,600 new ordinary shares at a fixed price of £0.10 per share upon publication of the Prospectus. In addition, new equity was raised through a subscription and retail offer, comprising 47,824,100 new ordinary shares, of which 17,128,057 were issued to participating shareholders and 30,696,043 were subscribed by NIU Invest SE (NIU).
The following debt instruments held by NIU were converted into ordinary shares of the Company:
| Instrument |
Liability |
Conversion price |
Shares issued |
| September 2023 facility |
£553,360 |
£.10 |
5,533,596 |
| Bridge Convertible loan note |
£477,750 |
£0.10 |
4,777,500 |
| December Bridge |
£173,913 |
£0.02 |
8,695,650 |
Deferred consideration arising on the acquisition of Madini Occidental SARL was settled through the issue of shares, with 2,130,000 shares at £0.10 issued to Madini Minerals and 2,100,000 shares to Mr Russell Fryer, both at the same conversion price. In addition, Baobab Asset Management LLC, an entity associated with Mr Fryer, assigned its interest in an unsecured US$800,000 loan to the Company in exchange for 6,324,111 new ordinary shares.
The Company issued 2,080,068 warrants in aggregate as part of the recapitalisation and financing arrangements. The warrants entitle holders to subscribe for new ordinary shares at an exercise price of £0.10 per share for a period of approximately two years following admission, as detailed in the warrant deeds and the Prospectus. When exercised, the shares issued under the warrants will rank pari passu in all respects with the existing ordinary shares.
Additionally, the Group settled the deferred consideration arising on the acquisition of the Madini Group through the issue of new ordinary shares. A total of 4,230,000 new ordinary shares were issued at the same conversion price used for the August recapitalisation, allocated as follows: 2,130,000 shares to Madini Minerals and 2,100,000 shares to Mr Russell Fryer. This transaction fully settles the deferred consideration previously disclosed in Note 15 (US$505,764 outstanding at 30 June 2025).
Board changes
Subsequent to year end, the Company announced changes to its Board of Directors. On 2 September 2025, Mr Russell Fryer resigned as Chairman and Chief Executive Officer. On the same date, Mr Ali Farid Khwaja was appointed as Chairman and Chief Executive Officer.
On 29 October 2025 the Board has appointed Mr Danilo Lange, as Chief Operating Officer and Ms Selina Hayes and Mr. Kriss Tremaine, as Non-Executive Directors of the Company with immediate effect. Mr Kelvin Williams, currently a Non-Executive Director of the Board will step down from his current position to become Non-Executive Chairman of the Company, with immediate effect