Critical Mineral Resources Plc (LON: CMRS) has disclosed that Nebari Carry CF II, LLC has crossed a major shareholding threshold following the strategic investment announced on 1 October.
Nebari holds 75,466,002 ordinary shares, equivalent to approximately 15.21% of the company’s 496,037,691 voting rights following admission of the enlarged share capital.
The investment represents a substantial increase from Nebari’s previous zero holding and establishes the natural-resources finance group as one of CMR’s largest shareholders.
Nebari also holds 75,466,002 warrants, giving it the right to acquire an equivalent number of additional shares.
Half of those warrants are exercisable at 3p per share and the remainder at 4.5p, with a four-year exercise period. The warrants were issued as part of Nebari’s US$2 million strategic investment in CMR announced on 1 October.
The holding notification attributes another 15.21% to financial instruments, producing a combined disclosure figure of approximately 30.43% when the shares and warrant exposure are added together against the current voting-rights denominator.
However, that does not mean Nebari presently controls 30.43% of CMR’s voting rights. Its current voting stake is approximately 15.21%. The warrants do not carry voting rights unless exercised.
Furthermore, if all 75.47 million warrants were exercised, CMR’s issued share capital would increase at the same time. On the current 496.04 million-share base, and assuming no other share issues, Nebari would then own approximately 150.93 million shares out of roughly 571.50 million, equivalent to around 26.4% of the enlarged company, rather than 30.43%.
Full exercise of the warrants would also provide CMR with approximately £2.83 million of additional cash.
The original strategic investment saw Nebari subscribe for the initial 75.47 million shares at 2p each, raising approximately £1.51 million, equivalent to US$2 million.
CMR intends to use the funding for resource definition, technical and development work, acquisitions and working capital, including development of its flagship Agadir Melloul copper-silver project in Morocco.
The agreement also gives Nebari a right of first refusal over construction financing, alongside Board observer rights, participation in CMR’s technical committee and rights allowing it to maintain its percentage ownership in future equity raises.
For investors, Nebari’s 15.21% equity position is significant because its involvement extends beyond a conventional institutional investment.
Nebari is positioned as both a large shareholder and potential project-financing partner, giving it a direct interest in CMR progressing Agadir Melloul towards development.
The warrants also create a potential source of another £2.8 million-plus of funding without requiring a new placing, although exercise will depend on CMR’s share price making the 3p and 4.5p exercise prices attractive.
The key distinction is therefore that Nebari currently controls 15.21% of CMR’s voting rights, with additional warrant exposure that could materially increase both its investment and CMR’s available development capital.
