Annual Results and Notice of AGM

Harena Rare Earths

30/10/2025 16:10

RNS Number : 5673F

Harena Resources PLC

30 October 2025

 

30 October 2025

 

Harena Rare Earths Plc (formerly Harena Resources Plc)

 

("Harena" or the "Company")

 

Annual Results and Notice of AGM

 

Harena Rare Earths Plc (LSE: HREE), the rare earths company focused on the Ampasindava ionic clay rare earth project in Madagascar (the "Ampasindava Project"), announces its audited results for the 14-month period ended 30 June 2025 ("FY 2025") and gives notice of its 2025 Annual General Meeting (the "AGM").

 

On 27 October 2025 the Company changed its name from Harena Resources Plc to Harena Rare Earths Plc. Trading in the Company's shares under the new name will take effect on the Main Market of the London Stock Exchange from 8.00 a.m. on 31 October 2025.

 

NOTICE OF AGM

 

The AGM will be held at the offices of Allenby Capital Limited, 5th floor, 5 St. Helen's Place, London, EC3A 6AB at 11:30 a.m. GMT on 4 December 2025.

 

A copy of the report and accounts for FY 2025, 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://harenaresources.com/ and will also be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

For further information please contact:

 

Harena Rare Earths Plc
Ivan Murphy, Executive Chairman
Allan Mulligan, Executive Technical Director
+44 (0)20 7770 6424
Allenby Capital Limited - Financial Adviser & Broker
Jeremy Porter / Vivek Bhardwaj (Corporate Finance)
Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)
+44 (0)20 3328 5656
info@allenbycapital.com
Celicourt Communications - Public Relations
Mark Antelme / Charles Denley-Myerson
+44 (0)20 7770 6424 harena@celicourt.uk

 

Notes to editors

Harena (www.harenaresources.com) is a rare earths exploration and development company focused on the Ampasindava Ionic Clay Rare Earth Project in Madagascar (Harena's interest is 100%). The project hosts one of the largest ionic clay rare earth deposits outside of China, with significant concentrations of high-value magnet metals, specifically heavy rare earths, including neodymium (Nd), dysprosium (Dy), and praseodymium (Pr), which are critical for the composition of neodymium magnets (NdFeB). Harena is committed to low-impact, high recovery mining, providing a sustainable supply of critical minerals for the global energy transition and military defence industries as well as meeting the ever-growing demand for NdFeB from the robotics sector.

CHAIRMAN'S STATEMENT

It gives me great pleasure to present this year's Annual Report and Accounts for Harena Rare Earths PLC, marking a period of substantial progress and growing momentum as we advance the Ampasindava Ionic Clay Rare Earth Project (the "Project") in Madagascar towards production.

2025 has been a transformative year for the Company. In February 2025 the Company completed the acquisition of Harena Resources Pty Ltd, the owner of the Project and changed its name to Harena Resources PLC. On 27 October 2025 the Company changed its name from Harena Resources PLC to Harena Rare Earths PLC.

Since then, we have advanced our globally significant 606,000 tonne TREO JORC-compliant resource, which includes a premium mix of heavy rare earth elements such as dysprosium, terbium, neodymium, and praseodymium, all critical to the world's transition to clean energy, high-performance technologies, and advanced defence systems.

Our Project is not an exploration play; it is a true mining project with a clear development pathway. Following the completion of baseline metallurgical test work and our Pre-Feasibility Study scheduled for November 2025, we will move quickly into a Feasibility Study in early 2026. This will support the conversion of our mining licence application, expected in 2026, as we continue our active and constructive engagement with the Malagasy government and local stakeholders.

A particularly important milestone in this period has been the strong financial support we have secured from leading institutions in both the UK and the US, including Wexford Capital, Fondren LLP, and RAB Capital. As a result of these fundings, Harena is now financially secure to meet its near-term costs, giving us the confidence and stability to accelerate the Project on its path towards production.

In July 2025, the Company successfully completed a £1,231,500 institutional placing to advance the Project, receiving strong support from both new and existing investors and enabling progress on the Pre‑Feasibility Study, environmental workstreams, and early-stage development activities.

Subsequently, in October 2025, the Company announced a further £450,000 strategic investment from RAB Capital and associates, increasing RAB's shareholding to approximately 9%, via a convertible loan agreement where the shares cannot be issued until January 2026. Led by Philip Richards, one of London's most respected and long‑standing mining investors, RAB Capital has a distinguished track record of identifying value and supporting growth in the mining sector. This additional investment represents a strong endorsement of our strategy and provides further financial strength as we continue to advance our world-class ionic clay rare earth project toward production.

Harena occupies a truly unique position in the market. We are the only pure ionic clay rare earth company listed on the London Stock Exchange, offering one of the very few large-scale ionic clay deposits outside China. This positions us as a vital strategic partner in strengthening resilient, transparent, and geopolitically neutral supply chains for critical rare earth elements.

The U.S. Government has made clear its determination to secure critical mineral supply chains and reduce reliance on China for rare earth elements. Harena is exceptionally well placed to be part of this solution, with a development-ready, ex-China ionic clay deposit that can deliver the heavy rare earths essential for defence, energy, and technology applications. It is our stated strategy to increase our engagement with U.S. government agencies as we move towards production.

In line with this strategy, we are also advancing an OTC cross-trade of our shares in the United States. This represents the first step in opening access to U.S. capital markets and enabling American investors to participate directly in the Group's growth, while continuing to trade on the London Stock Exchange.

Looking ahead, we expect 2026 to be another pivotal year. Completion of our Feasibility Study, the expected upgrade of our licence, and ongoing progress with our government and community partnerships will continue to de-risk and advance the Project. From 2027 onwards, we will transition towards project financing, construction, and ultimately, first concentrate shipments targeted for 2028.

On behalf of the Board, I would like to thank our shareholders, partners, and stakeholders for their continued support. With the financial backing now in place, a globally significant resource, and a motivated and experienced management team, Harena is exceptionally well positioned to deliver long-term value and to play a crucial role in securing the future of critical mineral supply chains.

 

Ivan James Bowen Murphy

Executive Chairman

30 October 2025

 

FINANCIAL STATEMENTS (THE NOTES ARE AVAILABLE IN THE REPORT AND ACCOUNTS FOR FY 2025)

 

Consolidated Statement of Comprehensive Income for the period ended 30 June 2025

 

Year ended 30 June 2025
Year ended
30 June 2024
Notes
£
£
Administrative fees and other expenses
5
(3,330,754)
(1,127,356)
Operating loss
(3,330,754)
(1,127,356)
Finance income
112
2,202
Listing costs
12
(10,321,369)
-
Finance costs
9
(535,277)
(813,639)
Loss before tax
(14,187,288)
(1,938,793)
Income tax
11
-
-
Loss after tax for the year attributable to owners of the parent
(14,187,288)
(1,938,793)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
48,777
(25,598)
Total comprehensive loss for the year
(14,138,511)
(1,964,391)
Total comprehensive loss attributable to owners of Harena Rare Earths PLC
(14,138,511)
(1,964,391)
Total comprehensive loss attributable to non-controlling interests
-
-
Total comprehensive loss for the period
(14,138,511)
(1,964,391)
Basic and diluted loss per share (pence)
15
(10.78)
(1.65)

 

Consolidated Statement of Financial Position as at 30 June 2025

Notes
30 June 2025
30 June 2024
£
£
Non-current assets
Other intangible asset
14
1,875,768
1,905,744
Total non-current assets
1,875,768
1,905,744
Current assets
Trade and other receivables
18
196,289
40,926
Cash and cash equivalents
28,425
45,442
Total current assets
224,714
86,368
Total assets
2,100,482
1,992,112
Current liabilities
Trade and other payables
19
612,314
986,111
Total current liabilities
612,314
986,111
Non-current liabilities
Loan note liability
20
572,937
-
Convertible loan note
20
-
2,637,200
Total non-current liabilities
572,937
2,637,200
Total liabilities
1,185,251
3,623,311
Net assets/(liabilities)
915,231
(1,631,199)
Equity
Share capital
21
2,033,422
548,538
Share premium
21
9,619,057
-
Treasury shares
21
36,000
Share option and warrant reserve
22
922,324
-
Share based payment reserve
22
1,831,310
-
Translation reserve
21
23,179
(25,598)
Retained earnings
(6,284,822)
(2,637,950)
Reserve acquisition reserve
21
(7,611,916)
-
Non-controlling Interest
346,677
346,677
Pre-acquisition reserve
-
137,134
Total equity
915,231
(1,631,199)

 

 

 

The financial statements were approved and authorised for issue by the Board of Directors on 30 October 2025 and were signed on its behalf by:

 

 

Ivan James Bowen Murphy                                 Andrew Paul Richards

Executive Chairman                                           Non-Executive Director

 

            Company Registration No.12557958

Company Statement of Financial Position as at 30 June 2025

Notes
30 June 2025
30 June 2024
£
£
Non-current assets
Investment in subsidiary
16
10,000,000
-
Loan to subsidiary
17
1,049,556
-
Total non-current assets
11,049,556
-
Current assets
Trade and other receivables
18
168,816
8,520
Cash and cash equivalents
1,991
33,971
Total current assets
170,807
42,491
Total assets
11,220,363
42,491
Current liabilities
Trade and other payables
19
281,328
141,636
Total current liabilities
281,328
141,636
Non-current liabilities
Loan note liability
20
608,725
-
Total non-current liabilities
608,725
-
Total liabilities
890,053
141,636
Net assets/(liabilities)
10,330,310
(99,145)
Equity
Share capital
21
2,033,422
216,250
Share premium
21
9,619,057
921,797
Treasury shares
21
36,000
-
Share option and warrant reserve
22
989,127
17,422
Share based payment
22
1,831,310
-
Retained earnings
(4,178,606)
(1,254,614)
Total equity
10,330,310
(99,145)

 

 

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Company for the year was £2,941,414 (2024: loss of £392,022).

 

The financial statements were approved and authorised for issue by the Board of Directors on 30 October 2025 and were signed on its behalf by:

 

 

 

Ivan James Bowen Murphy                                 Andrew Paul Richards

Executive Chairman                                           Non-Executive Director

 

            Company Registration No.12557958

Consolidated Statement of Changes in Equity for the year ended 30 June 2025

Share capital
Share premium
Treasury shares
Share option & warrant reserve
Share based payment reserve
Translation reserve
Reverse acquisition reserve
Pre-acquisition reserve
Retained earnings
Total Equity of owners
Non-controlling interest
Total equity
£
£
£
£
£
£
£
£
£
£
£
£
Balance as at 30 June 2023
548,538
-
-
-
-
-
-
63,293
(699,157)
(87,326)
346,677
259,351
Loss for the period
-
-
-
-
-
-
-
-
(1,938,793)
(1,938,793)
-
(1,938,793)
Exchange differences on translation of foreign operations
-
-
-
-
(25,598)
-
-
-
(25,598)
-
(25,598)
Total comprehensive loss
-
-
-
-
-
(25,598)
-
-
(1,938,793)
(1,964,391)
-
(1,964,391)
Issue of performance rights
-
-
-
-
-
-
-
73,841
-
73,841
-
73,841
Balance as at 30 June 2024
548,538
-
-
-
-
(25,598)
-
137,134
(2,637,950)
(1,977,876)
346,677
(1,631,199)
Loss for the period
-
-
-
-
-
-
-
-
(14,187,288)
(14,187,288)
-
(14,187,288)
Exchange differences on translation of foreign operations
-
-
-
-
-
48,777
-
-
-
48,777
-
48,777
Total comprehensive loss
-
-
-
-
48,777
-
-
(14,187,288)
(14,138,511)
-
(14,138,511)
Transactions with owners
New shares issued (note 21)
1,817,172
8,745,700
36,000
-
-
-
-
-
-
10,598,872
-
10,598,872
FV adjustment (note 21)
-
(35,940)
-
-
-
-
-
-
-
(35,940)
-
(35,940)
Share issue costs (note 21)
-
(12,500)
-
-
-
-
-
-
-
(12,500)
-
(12,500)
Share based payment charge (note 22)
-
-
-
922,324
1,831,310
-
-
-
-
2,753,634
-
2,753,634
Settlement of subsidiary loan notes
-
-
-
-
-
-
-
3,044,105
-
3,044,105
-
3,044,105
Reverse acquisition adjustments
(332,288)
921,797
-
-
-
-
(7,611,916)
(3,181,239)
10,540,416
336,770
-
336,770
Total transactions with owners
1,484,884
9,619,057
36,000
922,324
1,831,310
-
(7,611,916)
(137,134)
10,540,416
16,684,941
-
16,684,941
Balance as at 30 June 2025
2,033,422
9,619,057
36,000
922,324
1,831,310
23,179
(7,611,916)
-
(6,284,822)
568,554
346,677
915,231

 

The nature of the share option and warrant reserve, share base payment reserve, translation reserve and reverse acquisition reserves are described in note 21.

 

Company Statement of Changes in Equity for the period ended 30 June 2025

Share
capital
Share premium
Treasury shares
Share option & warrant reserve
Share based payment reserve
Retained earnings
Total
equity
£
£
£
£
£
£
£
Balance as at 30 April 2023
216,250
921,797
-
17,422
-
(862,592)
292,877
Loss for the period
-
-
-
-
-
(392,022)
(392,022)
Total comprehensive loss
-
-
-
-
-
(392,022)
(392,022)
Balance as at 30 April 2024
216,250
921,797
-
17,422
-
(1,254,614)
(99,145)
Loss for the period
-
-
-
-
-
(2,941,414)
(2,941,414)
Total comprehensive income
-
-
-
-
-
(2,941,414)
(2,941,414)
Transactions with owners
New shares issued (note 21)
1,817,172
8,745,700
36,000
-
-
-
10,598,872
FV adjustment (note 21)
(35,940)
-
(35,940)
Share issue costs (note 21)
-
(12,500)
-
-
-
-
(12,500)
Share based payment charge (note 22)
-
-
-
989,127
1,831,310
-
2,820,437
Lapsed warrants
-
-
-
(17,422)
-
17,422
-
Total transaction with owners
1,817,172
8,697,260
36,000
971,705
1,831,310
17,422
13,370,869
Balance as at 30 June 2025
2,033,422
9,619,057
36,000
989,127
1,831,310
(4,178,606)
10,330,310

 

              Consolidated Statement of Cash Flows for the year ended 30 June 2025

Notes
Year ended
30 June 2025
Year ended
30 June 2024
£
£
Operating activities
Loss after tax
(14,187,288)
(1,938,793)
Adjustments for:
Finance costs
9
535,277
785,732
Share based payment expense
22
2,125,220
179,596
Listing costs
10,321,369
-
Share capital issued in exchange for costs
1,119,030
-
Changes in working capital:
(Increase)/decrease in trade and other receivables
18
(155,363)
155,700
Increase in trade and other payables
19
19,352
72,985
Net cash outflow from operating activities
(222,403)
(744,780)
Cash flow from investing activities
Investment in exploration assets
14
(151,637)
(198,623)
Net cash outflow from investing activities
(151,637)
(198,623)
Cash flow from financing activities
Proceeds from shares issued
21
80,311
-
Finance costs
9
(524,790)
(312,258)
Convertible loan notes issued
-
1,059,353
Convertible loan notes redeemed
-
(575,226)
Loan note proceeds
20
752,725
-
Net cash inflow from financing activities
308,246
171,869
Decrease in cash and cash equivalents
(65,794)
(771,534)
Cash and cash equivalents as at the beginning of the period
45,442
816,384
Foreign exchange on cash and cash equivalent
48,777
592
Cash and cash equivalents at the end of period
28,425
45,442

 

Net debt reconciliation
Cash at bank
and in hand
Loan note
liability
Convertible loan note
Total
£
£
£
£
At 1 July 2023
816,384
-
(2,146,681)
(1,330,297)
Cash flows
(771,534)
-
(484,127)
(1,255,661)
Non-cash charges
592
-
(6,392)
(5,800)
As 30 June 2024
45,442
-
(2,637,200)
(2,591,758)
As 1 July 2024
45,442
-
(2,637,200)
(2,591,758)
Cash flows
(65,794)
-
-
(65,794)
Non-cash charges
48,777
(572,937)
2,637,200
2,113,040
As 30 June 2025
28,425
(572,937)
-
(544,512)

 

During the year, the Company issued share options and warrants. These transactions did not involve any cash outflows and are therefore excluded from the statement of cash flows. The fair value of the share-based payments is disclosed in note 22.

Company Statement of Cash Flows for the period ended 30 June 2025

Notes
Period ended
30 June 2025
Year ended
30 April 2024
£
£
Operating activities
Loss after tax
(2,941,414)
(392,022)
Adjustments for:
Impairment of loan
-
249,341
Share based payment expense
22
2,132,655
-
Share capital issued in exchange for costs
577,751
-
Changes in working capital
Decrease in trade and other receivables
18
(160,297)
(520)
Increase in trade and other payables
19
319,325
22,414
Net cash outflow from operating activities
(71,980)
(120,787)
Cash flow from financing activities
Proceeds from shares issued
21
40,000
-
Net cash inflow from financing activities
40,000
-
Decrease in cash and cash equivalents
(31,980)
(120,787)
Cash and cash equivalents as at the beginning of the period
33,971
154,758
Cash and cash equivalents at the end of period
1,991
33,971


 

During the year, the Company issued share options and warrants. These transactions did not involve any cash outflows and are therefore excluded from the statement of cash flows. The fair value of the share-based payments is disclosed in note 22.

 

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