REG - Altona Rare Earths - Annual Report and Accounts and Notice of AGM
27/10/2025 07:00
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RNS Number : 8383E Altona Rare Earths PLC 27 October 2025
27 October 2025
ALTONA RARE EARTHS PLC
("Altona" or the "Company")
ANNUAL RESULTS AND NOTICE OF AGM
Altona (LSE: REE), a resource exploration and development company focused on
diversified critical raw materials in Africa, is pleased to announce its
audited results for the year ended 30 June 2025 and give notice of its 2025
Annual General Meeting ("AGM").
The Report and Accounts for the year ended 30 June 2025 are now available on
the Company's website at https://investors.altonare.com/
(https://investors.altonare.com/) . A copy will also shortly be made available
on the FCA's National Storage Mechanism (NSM) in electronic format, as
required under DTR obligations.
PERIOD HIGHLIGHTS
· Execution of the Company's diversification strategy with fluorspar and
copper
· Positive assessment of short term fluorspar production opportunity from
high-grade fluorspar veins at Monte Muambe
· Discovery of gallium occurrences at Monte Muambe
· Granting of a 25 year mining concession at Monte Muambe
· Signing of the final agreement on the Sesana Copper-Silver project and
commencement of environmental permitting
· £0.4m fundraise through equity conversion of existing convertible loans
POST-PERIOD HIGHLIGHTS
· Commencement of a drilling programme at Monte Muambe to deliver a JORC
Mineral Resource Estimate for both fluorspar and gallium, as part of a scoping
study for a 50,000 tpa acid-spar mine
· Ongoing engagement with the United States Trade and Development Agency
(USTDA) and the United States Government regarding financial support for the
Monte Muambe rare earths project
· Appointment of a new non-executive Chairman, Harvey Sinclair
· Total fundraises of £1.5m to support the progression of the
fluorspar and gallium PFS
· Reduction of debt facilities by £0.6m and a one-year extension of
terms on remaining £0.5m
NOTICE OF AGM
The Company also hereby gives Notice of its 2025 AGM, which will be held on
26 November 2025 at 10:00 am UK time at the office of Orana Corporate LLP,
Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, to transact the business
as stated in the Notice of AGM. A copy of the Notice of AGM and related forms
of proxy will be posted to shareholders shortly and will also be available on
the Company's website at https://investors.altonare.com/documents
(https://investors.altonare.com/documents) .
The Company will simultaneously stream the meeting via the Investor Meet
Company platform, to enable shareholders to follow the proceedings, but note
that shareholders will not be able to vote online during the meeting.
Therefore, to register to vote prior to the meeting shareholders will need to
visit www.shareregistrars.uk.com and follow the on-screen instructions.
Shareholders who wish to follow the proceedings online should use the
following link to register their interest:
https://www.investormeetcompany.com/altona-rare-earths-plc/register
(https://www.investormeetcompany.com/altona-rare-earths-plc/register-investor)
Shareholders are invited to submit questions for the Board to consider.
Questions can be pre submitted via the Investor Meet Company Platform up until
9am the day before the meeting and can be submitted at any time during the AGM
itself.
Please note that, as in prior years, printed copies of the Annual Report and
Accounts will not be available as Altona focuses on a digital approach to
investor communications in line with its environmental commitments.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
-----
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Altona Rare Earths Plc
Cédric Simonet, CEO
+44 (0) 7778 866 108 (cs@altonare.com)
Louise Adrian,
CFO
+44 (0) 7721 492 922 (la@altonare.com)
Strand Hanson (Financial
Adviser)
+44 (0) 20 7409 3494
Christopher Raggett
Imogen Ellis
Zeus Capital (Corporate Broker)
+44 (0) 20 3829 5000
Simon Johnson
James Hornigold
About Altona Rare Earths Plc
Altona Rare Earths Plc (ticker: REE) is a London Main Market-listed
exploration and development company focused on unlocking the value of critical
raw materials across Africa. The Company is pursuing a diversified strategy,
targeting assets with potential for near-term monetisation alongside long-term
growth.
The multi-commodity Monte Muambe Project in northwest Mozambique is a highly
prospective tenement hosting rare earths, fluorspar, and gallium
mineralisation. Since acquiring the project in June 2021, Altona has drilled
over 7,800 metres, delivering a maiden JORC Mineral Resource Estimate of
13.6Mt at 2.42% TREO, secured a 25-year mining licence (granted December
2024), and published a Competent Person Report and scoping study for the rare
earths component of the project (October 2023). The Company is actively
engaging with the US Government, through USTDA, as a possible strategic
partner to advance the rare earths project through the prefeasibility stage.
In parallel, Altona is progressing plans to fast-track the development of
high-grade fluorspar veins identified along the western and southern margins
of Monte Muambe, with a targeted production of 50,000 tonnes per annum of
acid-grade fluorspar over a minimum 12-year mine life. Acid-grade fluorspar is
a key input in a wide range of applications, including hydrofluoric acid,
lithium battery electrolyte production, and nuclear fuel refining, placing
Altona in a strong position to supply this critical material.
The discovery of gallium mineralisation, with grades up to 550 g/t identified
to date, adds further value to Monte Muambe. The Company has established that
gallium will be concentrated in fluorspar production tailings and is assessing
its possible recovery as a by-product of fluorspar.
Altona's diversified portfolio also includes the Sesana Copper-Silver Project
in Botswana, strategically located just 25 km from MMG's Khoemacau Zone 5
copper-silver mine. Situated on a recognised regional contact zone for copper
deposits, Sesana represents a compelling exploration opportunity aligned with
Altona's growth strategy.
With a unique combination of critical raw materials projects, Altona is well
positioned to contribute to the global supply of highly sought commodities
essential for clean energy, high technology, defence and industrial
applications.
The Company and the Board remain actively focused on identifying and
evaluating additional projects that align with our investment profile and
strategic objectives, leveraging our extensive network and combined industry
experience to uncover compelling opportunities that can drive long-term
growth.
-----------------------------------------------
CHAIRMAN'S STATEMENT
Our Company's results for the year ended 30 June 2025 reflect another period
of progress in executing our strategy to build a focused portfolio of critical
raw materials projects in Africa.
Following our diversification into copper and fluorspar in 2024, the year saw
further development across our assets. We exercised our option to acquire the
Sesana copper-silver project in Botswana, located within the Kalahari Copper
Belt, and initiated exploration planning and environmental permitting. In
Mozambique, the grant of a 25-year mining licence for our flagship Monte
Muambe project represented a significant milestone and allows us to advance
metallurgical and feasibility work. Encouraging early results from the
Fluorite Zone support the potential for low-cost fluorspar production.
While capital markets remain difficult for junior exploration companies, we
continue to take a disciplined and long-term approach. The Board remains
focused on balancing progress at Monte Muambe with new opportunities in our
pipeline, maintaining a clear pathway to value creation through prudent
project selection and efficient execution.
Looking ahead, our priorities are to advance Monte Muambe towards feasibility,
progress Sesana to drill-ready status, and identify further near-term
opportunities that align with our strategic focus on critical raw materials.
As a result of the implementation of this strategy, the evolving profile of
the Company called for a re-evaluation of the Board's blend of competences,
skills and experiences.
After careful consideration, I have decided to stand down and will not be
seeking re-election at the forthcoming Annual General Meeting. It has been a
privilege to serve as Chairman, and I leave the Company in the very
experienced hands of Harvey Sinclair, who I am confident will continue to
drive Altona forward on its growth journey.
On behalf of the Board, I thank our shareholders, lenders, partners, and
employees for their continued support. The progress achieved this year
positions the Company well to deliver long-term sustainable value.
Simon Charles
Chair
Altona Rare Earths Plc
CEO'S STATEMENT
Since 2024, the Company has started implementing a diversification strategy
focused on projects offering opportunities for short-term monetisation, with
the objective of rapidly taking Altona to revenue generation.
The presence of shallow high-grade fluorspar deposits at Monte Muambe provided
a perfect opportunity to start executing this strategy. Fluorspar is both an
industrial mineral, with a well-established market covering hundreds of
applications, and a critical mineral essential to the production of lithium
batteries and to the generation of nuclear energy. Due to the depletion of
Chinese fluorspar deposits, to uncertainties on the future of other large
fluorspar producers such as Mexico, and to the lack of new mine projects, the
fluorspar market is under pressure on the supply side, and this situation is
expected to continue in the long term, creating a favourable environment for a
new fluorspar project.
Initial fieldwork and metallurgy studies at Monte Muambe fluorspar have
confirmed that the ore is suitable for the production of acid-grade fluorspar
concentrate, which is mainly used to produce hydrofluoric acid, an
irreplaceable precursor in most fluorine-based applications. While Monte
Muambe was originally known as a fluorspar deposit before rare earths were
discovered, the discovery of new fluorspar outcrops in the southern part of
the carbonatite in May 2025 indicates potential to significantly increase the
project's resource base beyond the 2012 historical estimate. Ongoing drilling
will provide a strong basis for a fresh resource estimate, as well as
representative samples for final metallurgical studies and process flowsheet
design.
Should the scoping study results be positive, we anticipate being in
production in 2027, with 50,000 tonnes of acid-spar per annum. Given this
timeline, the fluorspar project will receive the required attention and
resources from the Company to ensure successful development.
In parallel with fluorspar exploration, the Company announced the discovery of
yet another critical mineral at Monte Muambe: gallium. Gallium is a little
known but critically important rare metal, used in high-end high-performance
(i.e. military) electronics applications. China started to ban gallium exports
to the US in late 2024, well before similar bans for rare earths were put in
place. Conveniently, the geological proximity between gallium and fluorspar
means that gallium can be used as pathfinder for fluorspar, and also gallium
will be enriched in fluorspar recovery tailings, which provides a first step
to the potential recovery of gallium.
After the completion of the rare earths scoping study in late 2023, the
Company announced its intention to secure a strategic partner for the further
development of the Monte Muambe rare earths project, independently from the
fluorspar (and gallium) project. While several possible partners were
considered, the Company is focused on its current engagement with the United
States Government, through the USTDA, which is expected to bear fruits
rapidly. The obtention of a 25 years mining concession for rare earths and
associated minerals (which includes fluorspar and gallium) on 20 December 2024
was a very important step in further derisking this project.
While the Monte Muambe fluorspar project will have a high level of priority
and focus, the Company will continue advancing the Sesana copper-silver
project and assessing additional opportunities meeting its acquisition
criteria in order to create a long-term pipeline of projects to sustain
organic growth.
Dr Cédric Simonet, CEO, Altona Rare Earths Plc
OPERATIONS REVIEW
Financial Year 2025 activities - Monte Muambe Rare Earths
Following the completion of the Scoping Study in October 2023, the Monte
Muambe Rare Earths project is now in the Prefeasibility Study ("PFS") phase.
Activities were largely focused on continuing to derisk the project and to
secure a strategic partner to fund the PFS.
In December 2023, Monte Muambe Mining Limitada, the 51% held
Mozambican-registered subsidiary holding the project applied for a 25 years
Mining Concession covering the area of the original prospecting licence.
Mining Concession number 11854C for Rare Earths and Associated Minerals was
granted on 20 December 2024.
Workstreams to secure a strategic partner for the rare earths project
continued through the year and the Company is presently with the United States
Trade and Development Agency ("USTDA") regarding potential funding for the PFS
(see post-financial year 2025 activities section for more information).
Financial Year 2025 activities - Monte Muambe Fluorspar and Gallium
Since September 2024, the Company has been reassessing the potential for
fluorspar production from Monte Muambe. Monte Muambe has an historical JORC
resource of 1.63 million tons at 19% CaF(2), which was published in 2012.
Assessment work included topography surveying and geological mapping,
sampling, assaying, metallurgical testing, and reviewing legacy data. As a
result of this assessment, the Company concluded that the production of
met-grade fluorspar through a simple process is not feasible, but the
production of acid-grade fluorspar is potentially feasible and required
further work.
On 1 April 2025, the Company announced the discovery of high-grade gallium at
Monte Muambe, up to 232 g/t Ga. A review of core and soil geochemistry data
showed that gallium is closely associated to fluorspar mineralisation,
although gallium is not contained in fluorspar but rather in fluorspar's host
rocks. This association marked gallium as a potential pathfinder for
high-grade fluorspar.
In May and June 2025, the Company carried out a soil sampling and ground
proofing campaign at Monte Muambe. This work confirmed that gallium in soil
can be used as a pathfinder for fluorspar, with new fluorspar outcrops
discovered along the southern margin of carbonatite intrusion. Detailed soil
geochemistry also allowed to narrow down on high-grade gallium outcrops (up to
550 g/t Ga - pXRF assays).
The results of the above work show that there is potential to discover more
fluorspar than originally thought at Monte Muambe. Based on these results, the
Company prepared an exploration programme including approximately 2,100 metres
of core and reverse circulation drilling on known fluorspar occurrences,
including those discovered in Q2 2025.
The fluorspar project has attracted notable attention from the fluorspar
industry, and the Company has initiated discussions with several potential
off-takers, which are expected to lead to funding opportunities for the future
fluorspar mine.
Financial Year 2025 activities - Other projects
Following the exercise of the option for the acquisition of the Sesana
copper-silver project (PL2329/2023) in Botswana, announced on 29 July 2024,
the final agreement was signed on 27 January 2025. Steps were taken to
register the special purpose vehicle Sesana Copper (Pty) Ltd ("Sesana
Copper"), and to initiate the transfer of PL2329/2023 to Sesana Copper.
Environmental permitting activities started in January 2025.
In line with its diversification strategy initiated in 2024, the Company
continued to assess various acquisition opportunities with a focus on projects
offering a short and clear pathway to monetisation through disposal or
development.
Post-Financial Year activities
On 18 August 2025, Altona announced that the US government reengaged with the
Company regarding possible future funding support for the Monte Muambe pre
feasibility study through the US Trade and Development Agency ("USTDA"). A
project proposal was submitted and is currently under discussion.
Exploration work for fluorspar and gallium at Monte Muambe continued after the
end of the FY 2025. Mineralogy test work on gallium-bearing fenite samples
collected in Q2-2025 show that gallium is hosted in feldspar, a mineral which
is relatively easy to separate from fluorspar. This means that during the
process of fluorspar recovery, gallium will end up being concentrated in the
fluorspar tailings, opening the way for a potential two-steps recovery
process. The potential recovery of gallium will be assessed once tailings are
available from the fluorspar metallurgical testing programme.
On 17 September 2025, the Company announced the start of the fluorspar
drilling programme at Monte Muambe. This programme is aimed at providing data
for a fresh JORC Mineral Resource Estimate and samples for a final
metallurgical study which will back a fluorspar recovery flow sheet for a
processing capacity of 50,000 tpa of acid-grade fluorspar. Both elements will
feed into a scoping study for the short-term development of a fluorspar mine.
The fluorspar scoping study is expected to be completed in Q1 2026 and, if
positive, to lead to the start of production in 2027.
At Sesana, the Company has made significant progress with project
environmental permitting, with the archaeological survey completed and the
environmental impact assessment report almost complete and ready for
submission to the Department of Environmental Protection.
Outlook
FY 2026 will see the Company focus on the rapid development of the Monte
Muambe fluorspar mine, the objective being a final investment decision by Q3
2026 and the start production in 2027. Beside the on-going drilling campaign,
a new JORC mineral resource estimate will be prepared and published, and a
final metallurgical study for the production of acid-grade fluorspar
concentrate will be produced. Given the close association between the two
minerals, further assessment of the gallium potential will take place in
parallel with fluorspar development.
The Company also expects significant progress from the ongoing engagement with
USTDA and the United States Government regarding financial support for the
Monte Muambe rare earths project.
At Sesana, upon completion of the environmental permitting process and of the
transfer of the licence, field activities will start with a high-resolution
airborne magnetic survey followed by ground geophysics, in order to generate
high-potential drilling targets.
CORPORATE REVIEW
Financial Review
Statement of Financial Position
The financial year to 30 June 2025 reflected the Group's continued
implementation of its diversification strategy, with the establishment of
three distinct projects that provide the foundations for future growth and
monetisation opportunities. While the gross asset base decreased from £2.3m
to £1.9m, this primarily reflected reductions in trade receivables and cash
balances (from £0.6m to £0.2m), offset by a significant fall in trade and
other payables (from £0.6m to £0.3m). During the year, £0.3m of convertible
loan notes ("CLNs") were converted and the Company entered into a £1.2m loan
facility, including interest, provided by existing investors.
Share capital and share premium increased from £25.4m to £26.2m, reflecting
a £0.4m equity raise, the conversion of £0.3m of outstanding CLNs and the
settlement of £0.1m of creditors through the issue of shares in lieu of cash
payment.
Post year end, the Company strengthened its capital structure through the
exercise and conversion of 90.5m warrants and additional equity subscriptions,
raising total funds of £1.5m to support the progression of its project
portfolio and reduce its outstanding debt.
Income Statement
The Group's income statement reflects the continued progress in reducing
administration costs, which fell by £0.2m from £1.0m to £0.8m during the
year. Finance costs also decreased significantly, from £0.5m to £0.1m,
primarily due to the one-off finance costs associated with the warrants issued
at the end of the previous reporting period. In the prior year, the Company
renegotiated its outstanding CLNs resulting in the conversion of £0.3m of
debt into equity at the start of the current period, and the reprofiling of
another £0.2m within the new loan facility.
Liquidity and Cash Flow
The Group's liquidity position at 30 June 2025 reflected a reduction in cash
reserves from £0.4m to £0.1m, primarily attributable to the corporate costs
of maintaining a public company status and continued capital expenditure at
the Monte Muambe projects. To support operations, the Company secured a new
loan package of £0.9m from two existing investors, bearing a fixed interest
rate of 12% and a repayment date of 30 October 2025. During the year, £0.8m
was drawn down under this facility, with the balance having been received in
the prior year.
Post year-end, the Group improved its liquidity by raising £1.5 million
through warrant exercises and an equity issue. These steps have strengthened
the Group's financial flexibility in order to advance its operational
projects.
Board Changes
During the year the Board saw a transition in its composition. On 1 August
2024, Kristoffer Andersson, CEO of Ironveld, joined as a Non-Executive
Director, contributing industry knowledge and capital markets experience.
Shortly afterwards, on 10 August 2024, Simon Charles, who had been with the
Company for just over a year, was confirmed as Chair. Simon's legal
background is a useful addition to the Board's governance capabilities. These
changes followed the departures of Audrey Mothupi and Martin Wood (in
August 2024), to whom the Board extends its thanks for their valuable
contributions.
Post Balance Sheet Events
Following the year end, the Company successfully completed two tranches of
fundraising in August 2025. On 15 August 2025, the Company announced it had
raised gross proceeds of £507,450 through a combination of a subscription for
new ordinary shares and the transfer and exercise of warrants, alongside a
further exercise of existing warrants. Directors supported the raise through
direct subscriptions and salary or fee sacrifices, with a total of 2,192,002
of shares were issued to Directors and service providers in lieu of fees.
In addition, on 22 August 2025, the Company reported that further
subscriptions of £344,500 had been received from existing shareholders,
increasing the total funds raised to £851,950. This enlarged fundraising,
completed at a blended price of 1.5 pence per share, resulted in the issue of
62,322,002 new ordinary shares. The proceeds were earmarked to fund work
programmes at Monte Muambe, including the advancement of the fluorspar scoping
study and metallurgical testwork, support for environmental permitting at
Sesana, and continued evaluation of gallium mineralisation, while
strengthening engagement with potential rare earths strategic partners.
On 13 October 2025, the Company announced a further gross fundraise of
£600,000 though the exercise of 40,000,000 warrants at an exercise price of
1.5 pence per share. The proceeds of which have been used to repay an
outstanding loan facility of £600,000. The Company also announced that the
remaining £500,000 debt facility would be extended until 30 October 2026.
Post year-end, the Company's capital structure has continued to strengthen,
with improvements driven by the exercise of warrants, the repayment of debt,
and the extension of debt facilities. We would like to thank our investors and
shareholders for their continued support and confidence, which have been
instrumental in enabling these positive developments and positioning the
Company for an exciting year ahead.
STATEMENT OF CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2025
Notes 2025 2024
£'000 £'000
Continuing operations:
Administrative expenses (789) (971)
Operating costs (66) (102)
Fundraise costs - (72)
Operating loss 5 (855) (1,145)
Finance costs 8 (88) (527)
Loss before taxation (943) (1,672)
Income tax 9 - -
Loss for the year from continuing operations (943) (1,672)
Total loss for the year attributable to:
Owners of Altona Rare Earths Plc (916) (1,618)
Non-controlling interests (27) (54)
(943) (1,672)
Other comprehensive income
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations (152) 15
(152) (1,657)
Total comprehensive loss attributable to:
Owners of Altona Rare Earths Plc (1,074) (1,606)
Non-controlling interests (21) (51)
(1,095) (1,657)
Earnings per share (expressed in pence per share)
- Total Basic and Diluted earnings per share 7 (0.59)p (1.97)p
The accounting policies and notes on pages 59 to 84 form part of these
consolidated financial statements.
STATEMENT OF CONSOLIDATED FINANCIAL
POSITION
As at 30 June 2025
Notes 2025 2024
£'000 £'000
ASSETS
Non-current assets
Intangible assets 11 1,632 1,607
Tangible assets 12 73 117
Total non-current assets 1,705 1,724
Current assets
Trade and other receivables 13 132 174
Cash and cash equivalents 109 392
Total current assets 241 566
TOTAL ASSETS 1,946 2,290
LIABILITIES
Non-current liabilities
Loans 15 - (322)
Total non-current liabilities - (322)
Current liabilities
Trade and other payables 14 (279) (585)
Other loans 14 (1,232) (362)
Total current liabilities (1,511) (947)
TOTAL LIABILITIES (1,511) (1,269)
NET ASSETS 435 1,021
EQUITY
Share capital 16 3,082 2,283
Share premium 16 23,127 23,072
Paid in share capital to issue 16 - 345
Share-based payment reserve 17 474 474
Other equity - CLN reserve - 12
Foreign exchange reserve (130) 29
Retained deficit (26,001) (25,097)
552 1,118
Non-controlling interest (117) (97)
TOTAL EQUITY 435 1,021
The financial statements were approved by the Board and authorised for issue
on 24 October 2025 and signed on its behalf by:
Cédric Simonet - Chief Executive
The accounting policies and notes on pages 59 to 84 form part of these
consolidated financial statements.
PARENT COMPANY STATEMENT OF FINANCIAL POSITION COMPANY
REGISTRATION NUMBER: 05350512
As at 30 June 2025
Notes 2025 2024
£'000 £'000
ASSETS
Non-current assets
Tangible assets 12 2 3
Investment in subsidiaries 10 2,181 2,051
Total non-current assets 2,183 2,054
Current assets
Trade and other receivables 13 213 124
Cash and cash equivalents 89 391
Total current assets 302 515
TOTAL ASSETS 2,485 2,569
LIABILITIES
Non-current liabilities
Loans 15 - (322)
Total non-current liabilities - (322)
Current liabilities
Trade and other payables 14 (257) (573)
Convertible loan notes 14 (1,232) (362)
Total current liabilities (1,489) (935)
TOTAL LIABILITIES (1,489) (1,257)
NET ASSETS 996 1,312
EQUITY
Share capital 16 3,082 2,283
Share premium 16 23,127 23,072
Paid in share capital to issue 16 - 345
Share-based payment reserve 17 474 474
Other equity - CLN reserve - 12
Retained deficit (25,687) (24,874)
TOTAL EQUITY 996 1,312
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present its individual Company Statement of
Comprehensive Income.
The Company's loss for the year from operations is £825,000 (2024: loss of
£1,558,000).
The financial statements were approved by the Board and authorised for issue
on 24 October 2025 and signed on its behalf by:
Cédric Simonet - Chief Executive
The accounting policies and notes on pages 59 to 84 form part of these
financial statements.
STATEMENT OF CONSOLIDATED CASH FLOWS
For the year ended 30 June 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
Loss for the year before taxation (943) (1,672)
Adjustments for:
Shares/warrants issued for fees and services 128 487
Finance costs 97 157
Depreciation 12 37 40
Foreign exchange movements (4) 15
Operating cashflows before movements in working capital
(685) (973)
Decrease/(increase) in trade and other receivables 41 (6)
Decrease in trade and other payables (322) (8)
(281) (14)
Net cash used in operating activities (966) (987)
Cash flows from investing activities
Payment for additional equity in subsidiary 10 - (107)
Purchases of property, plant and equipment 12 - (11)
Purchases of intangible assets 11 (164) (250)
Net cash used in investing activities (164) (368)
Cash flows from financing activities
Proceeds from issue of shares 16 49 345
Proceeds from loans 15 813 313
Interest paid 14 (15) (41)
Net cash generated from financing activities 847 617
Net decrease in cash and cash equivalents (283) (738)
Cash and cash equivalents at beginning of the year 392 1,130
Cash and cash equivalents at the end of the year 109 392
Significant non-cash transactions
The significant non-cash transactions were the issue of shares detailed in
note 16 and warrants issued in note 18.
The accounting policies and notes on pages 59 to 84 form part of these
financial statement
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Share capital Share premium Paid in share capital to be issued Foreign exchange reserve Share-based payment reserve CLN Reserve Retained deficit NCI Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2023 2,239 22,950 - 17 121 12 (23,360) (94) 1,885
Comprehensive income
Loss for the year - - - - - - (1,618) (54) (1,672)
Currency translation - - - 12 - - - 3 15
Total comprehensive income - - - 12 - - (1,618) (51) (1,657)
Transactions with owners recognised directly in equity
Issue of shares 44 122 - - - - - - 166
Shares to be issued - - 345 - - - - - 345
Share-based payments - - - - 353 - - - 353
Additional transactions with NCI - - - - - - (119) 48 (70)
Total transactions with owners recognised directly in equity 44 122 345 - 353 (119) 48 793
-
Balance at 30 June 2024 2,283 23,072 345 29 474 12 (25,097) (97) 1,021
Comprehensive income
Loss for the year (916) (27) (943)
Currency translation - - - (159) - - - 7 (152)
Total comprehensive income - - - (159) - - (916) (20) (1,095)
Transactions with owners recognised directly in equity
Issue of shares 799 55 (345) - - - - - 509
CLN issue - - - - - (12) 12 - -
Total transactions with owners recognised directly in equity 799 55 (345) - - (12) 12 - 509
Balance at 30 June 2025 3,082 23,127 - (130) 474 - (26,001) (117) 435
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
GENERAL INFORMATION
Altona Rare Earths Plc (the "Company") is a publicly listed company
incorporated and domiciled in England & Wales. Its registered offices are
at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF.
On 9 June 2023, the Company announced the admission of the Company's entire
issued share capital to the Official List of the Financial Conduct Authority
by way of a Standard Listing under Chapter 14 of the Listing Rules and to
trading on the London Stock Exchange's Main Market for listed securities
("Admission"). The Company's shares are listed under the new ticker "REE".
From 29 July 2024, this two tier system was replaced and the Company is now in
the "Equity Shares - Transition" category.
The Company's principal activity is focused on the discovery and development
of Critical Raw Materials mining projects in Africa.
BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards and the requirements of the
Companies Act 2006. The principal accounting policies are summarised below.
They have been applied consistently throughout the year. The financial
statements have been prepared on the historical cost basis, except for the
assets acquisition which was measured at fair value.
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 Mozambique Meticals (MTN) 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. All values are rounded
to the nearest thousand pounds (£'000) unless otherwise stated. Foreign
operations are included in accordance with the policies set out below.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial information are disclosed in Note
2.
GOING CONCERN
The Group and Company raise money for exploration and capital projects as and
when required. There can be no assurance that the Group and/or Company's
projects will be fully developed in accordance with current plans or completed
on time or to budget. Future work on the development of these projects, the
levels of production and financial returns arising therefrom, may be adversely
affected by factors outside the control of the Group or Company.
An operating loss is expected in the 12 months subsequent to the date of these
financial statements. As a result the Group and Company will need to raise
funding to provide additional working capital within the next 6 months. The
ability of the Group and Company to meet its projected expenditure is
dependent on these further equity injections and / or the raising of cash
through bank loans or other debt instruments/and or government grants and/or
loans.
Subsequent to the year end, the Group successfully raised gross funds of
£0.9m in August 2025 through a combined equity placing (£0.8m) and the
exercise of warrants (£0.1m) providing significant additional working
capital. In October 2025, the Group raised further funds of £0.6m, which were
used to pay down one of the loan facilities, whilst the terms of the remaining
loan facility of £0.5m was extended for a further year. In addition, the
Company anticipates that further cash will be generated through the exercise
of existing warrants over the next 12 months.
However, given the forecast operating loss and the requirement for additional
working capital over the next six months, these conditions necessarily
indicate that a material uncertainty exists that may cast significant doubt
over the Group and Company'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 remain confident of raising further
finance and therefore, the Directors consider it appropriate to prepare the
consolidated and parent company financial statements on a going concern basis.
The consolidated and parent company financial statements do not include the
adjustments that would result if the Group and Company 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.
RELATED PARTY TRANSACTIONS
Transactions with group undertakings:
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation.
Amounts owed to the parent company by subsidiaries are as follows:
2025 2024
£'000 £'000
Monte Muambe Mining Lda 1,835 1,705
Altona Rare Earths (Tanzania) Limited 4 4
Altona Rare Earths Mauritius Ltd 160 58
Transactions with key management:
The key management personnel are considered to be the Directors. Details of
their remuneration are included in the remuneration report. Remuneration was
paid in shares and cash during the year. As at 30 June 2025, deferred
salaries, fees and Employer's NI in relation to Directors and Senior
Management amounted to £20,232 (2024: £199,000) and was included in accrued
expenses at year end. This was settled in cash and shares post year-end.
The Company reimbursed £4,381 to Jahazi Consultants (a company owned 100% by
Cedric Simonet) in the year who had paid travel expenses on his behalf.
Cedric Simonet and Louise Adrian participated in the July 2024 fundraise with
subscriptions for 1,000,000 ordinary shares (£10,000) and 2,500,000 ordinary
shares (£25,000), respectively.
Cedric Simonet and Louise Adrian participated in the August 2025, post year
end fundraise with subscriptions for 800,000 ordinary shares (£12,000) and
666,667 ordinary shares (£10,000), respectively.
Transactions with other related parties:
Louise Adrian is also a Partner at Orana Corporate LLP who provide the Company
with accounting and bookkeeping services and are the corporate Company
Secretary for the Company. During the year these services cost the Company
£48,000 (2024: £48,000). There were no related party loans to the Company in
either year.
POST REPORTING DATE EVENTS
On 22 August 2025, the Company announced the completion of a two staged
fundraise which brought in total funds to the Company of £851,950. This
comprised of:
· £751,950 from the subscription for 9,630,000 new ordinary shares of 1p
at a subscription price of 3.6p each, together with the exercise of 40,500,000
warrants at an exercise price of 1p, giving a combined blended price of 1.5p;
· £100,000 from the exercise of 10,000,000 warrants at an exercise
price of 1p, and
· 2,192,002 Shares were issued to certain Directors in lieu of fees and
to various other creditors.
On 13 October 2025, the Company announced a further gross fundraise of
£600,000 though the transfer and subsequent exercise of 40,000,000 warrants
at an exercise price of 1.5 pence per share. The proceeds of which were used
to repay the outstanding loan facility of £600,000. The Company also
announced that the remaining £500,000 debt facility would be extended, on the
following terms:
· extension to the maturity date until 30 October 2026;
· annualised interest rate of 12%;
· conversion right into Ordinary Shares at a price of 2.5 pence per
share; and
· a one-off reprofiling fee of 10%, payable in shares at a price of 1.5
pence per share.
Accordingly, the Company intends to issue 3,333,333 new Ordinary Shares to
satisfy the reprofiling fee following the approval of their issuance at the
Company's next annual general meeting of its shareholders.
In addition, the Company received notification from the lenders under both
above mentioned debt facilities that they have elected to receive the due
interest of £132,000, accrued under the Debt Facility Agreements dated 27
June 2024, in the form of Ordinary Shares. Accordingly, on 17 October 2025,
the Company issued 13,200,000 new Ordinary Shares at a price of 1 penny each
to satisfy the outstanding debt interest.
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