REG - Harena Resources PLC - Annual Results and Notice of AGM
30/10/2025 16:15
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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, 5(th) 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/
(https://harenaresources.com/) and will also be available for inspection on
the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
For further information please contact:
Harena Rare Earths Plc
Ivan Murphy, Executive Chairman +44 (0)20 7770 6424
Allan Mulligan, Executive Technical Director
Allenby Capital Limited - Financial Adviser & Broker +44 (0)20 3328 5656
Jeremy Porter / Vivek Bhardwaj (Corporate Finance) info@allenbycapital.com (mailto:info@allenbycapital.com)
Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)
Celicourt Communications - Public Relations +44 (0)20 7770 6424 harena@celicourt.uk (mailto:harena@celicourt.uk)
Mark Antelme / Charles Denley-Myerson
Notes to editors
Harena (www.harenaresources.com (http://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 Share premium Share option & warrant reserve Share based payment reserve Retained earnings Total
capital Treasury shares 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 Year ended
30 June 2025 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 Loan note Convertible loan note Total
and in hand liability
£ £ £ £
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 Year ended
30 June 2025 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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