REG - Harena Resources PLC - Result of Bookbuild and Board Changes

Harena ResourcesAnnouncement

04/08/2025 17:30

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RNS Number : 9138T  Harena Resources PLC  04 August 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

4 August 2025

 

Harena Resources Plc

("Harena" or the "Company")

 

Result of Bookbuild

Board changes

and

Initiation of Research by Allenby Capital

 

On 31 July 2025, Harena Resources Plc (LSE: HREE), the rare earths company
focused on the Ampasindava ionic clay rare earth project in Madagascar (the
"Ampasindava Project"), announced a proposed equity fundraising by way of an
accelerated bookbuild (the "Fundraising Announcement"). The Board of Harena
is pleased to announce that the Bookbuild has concluded and that it has raised
gross proceeds of approximately £1.05 million at the Issue Price of 1.5 pence
through the Placing of 70,000,000 Placing Shares to new and existing
institutional and professional investors, conditional on Admission.

 

The Board is pleased to also announce the appointment of Ivan Murphy and Paul
Richards as Non-Executive Chairman and Non-Executive Director respectively,
effective immediately. Cameron Pearce and Sam Quinn have today stepped down
from the Board as Non-Executive Directors.

 

Following the appointment of Allenby Capital as Financial Adviser and Joint
Broker, Allenby Capital will today publish its initiation research note on the
Company.

 

Possible further subscription

 

In addition to the Placing, the Company intends to raise up to £0.15 million
through a direct subscription for new Ordinary Shares at the Issue Price and
on the same terms as the Placing with certain institutional and professional
investors (the "Subscription"). The Company expects to finalise the
documentation on the Subscription shortly. The Company will make a further
announcement in this respect.

 

Allan Mulligan, Executive Technical Director of Harena, said:

 

"Demand for rare earth elements has never been stronger given the race for
energy and mineral security. Harena has an extraordinary opportunity to help
meet this demand, against the backdrop of an increasingly favourable price
environment.

 

Completion of the Placing as well as the appointments of Ivan and Paul to the
Board will position the Company well to further accelerate the development of
the Company's Ampasindava ionic clay rare earth project in Madagascar. The
Ampasindava Project is the only pure ionic clay magnet metal REE (rare earth
elements) project on the London Stock Exchange with over 600,000 tonnes of
rare earth oxides in-situ.

 

Ivan and Paul bring deep knowledge of the Ampasindava Project, as well as
extensive capital market and industry experience.  As we set the business for
the next phase of its growth, I look forward to working with them and Allenby
Capital. There has never been a better time to drive the Ampasindava Project
forward, and I am extremely optimistic about the Company's future.

 

I would also like to thank retiring Non-Executive Directors Cameron Pearce and
Sam Quinn for helping the Company complete its London Stock Exchange listing
back in March this year."

 

Ivan Murphy, Non-Executive Chairman of Harena, said:

 

"I am delighted to get another opportunity to work on the Ampasindava Project.
Harena is a free dig, rapid remediation, magnet metals, ionic clay heavy rare
earth project. Our multibillion-dollar proven resource can become a global
supply solution within a relatively short time horizon. Paul Richards and I
bring a detailed understanding of the Ampasindava Project through our long
history with it, and we look forward to adding to Allan's technical expertise
to create significant value for all stakeholders."

 

Further information in relation to Board appointments

 

Ivan James Bowen Murphy ("Ivan Murphy")

 

Ivan has over 25 years' experience in sourcing, structuring, and raising
public and private equity for various companies in the natural resources
sector. Ivan has held a number of key roles including acting as Director at
GazpromBank Invest MENA, Partner at Fairfax Investment Bank, Managing Director
of Aberdeen Asset Management (Ireland) Limited, and Executive Chairman of
Tantalus Rare Earths AG. the previous owner of the Ampasindava Project. When
previously involved in the Ampasindava Project he brought the opportunity to
potential development partners in the US and Europe. Ivan was also a founder
director of Cove Energy PLC (acquired for $1.5 billion) and secured $20
million in private equity for Aladdin Middle East, a Turkish oil E&P
company.

 

Andrew Paul Richards ("Paul Richards")

 

Paul is a qualified Solicitor and experienced investment banker with over 35
years of experience, having worked on many IPOs and private fundraisings
across various sectors including natural resources. He was an Executive
Director of Tantalus Rare Earths AG, the previous owner of the Ampasindava
Project and has a detailed knowledge of the project, has visited the site of
the project and knows the regulatory regime under which the Company operates.
He is currently Executive Chairman of TES Holdings Limited (a waste oil and
water treatment business in Colombia).

 

Admission

 

Applications have been made (i) to the FCA for the admission of the Placing
Shares to trading on the equity shares (transition) category of the Official
List of the FCA and (ii) to trading on the London Stock Exchange for the
admission of the Placing Shares to trading on its main market for listed
securities. Admission is expected to take place on or around 8.00 a.m. on 6
August 2025 or such later time and/or date as the Bookrunner and the Company
may agree (being in any event no later than 8.00 a.m. on 20 August 2025).

 

Total voting rights

 

Immediately following Admission, the Company will have 483,884,352 ordinary
shares of 0.5 pence each in issue, each with one voting right. There are no
shares held in treasury. Therefore, the Company's total number of ordinary
shares in issue and voting rights will be 483,884,352 and this figure may be
used by shareholders from Admission as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

Change to significant shareholding in the Company

 

As a result of the issue of the Placing Shares, the shareholding of Allan
Mulligan, Executive Technical Director of the Company, will be diluted on
Admission to approximately 7.51 per cent. (the number of Ordinary Shares he
holds will remain the same at 36,321,398).

 

Warrants

 

The Company has conditionally agreed to issue 35,000,000 Fee Warrants and
40,000,000 Performance Warrants to Ivan Murphy and Paul Richards for their
services in respect of the Placing. The Fee Warrants and Performance Warrants
are exercisable at 3 pence and 5 pence respectively for a period of five
years from the date of Admission. While the Fee Warrants are not subject to
any vesting conditions, the Performance Warrants will only vest if the
Company's Ampasindava Project licence has converted into a mining licence. The
Fee Warrants and the Performance Warrants will not be admitted to trading on
the London Stock Exchange or any other stock exchange.

 

The FCA notification in respect of these director dealings, made in accordance
with the requirements of UK MAR, is appended further below.

 

Unless otherwise defined, definitions contained in this Announcement have the
same meaning as set out in the Fundraising Announcement.

 

For further information please contact:

 

 Harena Resources Plc

 Ivan Murphy, Non-Executive Chairman                              +44 (0)20 7770 6424

 Allan Mulligan, Executive Technical Director                     LEI: 213800TNHZOA4JIZK687

 Allenby Capital Limited - Financial Adviser & Joint 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)

 Tavira Financial Limited - Joint Broker

 Jonathan Evans / Oliver Stansfield                               +44 (0)20 7330 1833

 Celicourt Communications - Public Relations                      44 (0)20 7770 6424   celicourt@celicourt.uk (mailto:celicourt@celicourt.uk)

 Mark Antelme / Charles Denley-Myerson

 

Notes to editors

 

Harena (www.harenaresources.com.au (http://www.harenaresources.com.au) ) is a
rare earths exploration and development company focused on the Ampasindava
Ionic Clay Rare Earth Project in Madagascar (Harena's interest is 75%). The
project hosts one of the largest ionic clay rare earth deposits outside of
China, with significant concentrations of high-value magnet metals. 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. Forward-Looking Statements This announcement contains
forward-looking statements that involve risks and uncertainties. Actual
results may differ materially from those expressed or implied in such
statements.

 

This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of Harena is Allan Mulligan, Executive
Technical Director.

 

Director/PDMR MAR disclosures

 

The following notification, made in accordance with the requirements of the UK
Market Abuse Regulation, gives further details.

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name

Name           Position
                                                                      Ivan Murphy    Non-Executive Chairman
                                                                      Paul Richards  Non-Executive Director

 

 2     Reason for the notification
 a)    Position/status                                                See above

 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Harena Resources Plc
 b)    LEI                                                            213800TNHZOA4JIZK687
 4     Details of the transaction(s): section to be repeated for (i) each type of

     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Ordinary shares of 0.5p each in Harena Resources Plc ("Ordinary Shares")

       Identification code

                                                                      Identification code (ISIN) for Harena Resources Plc ordinary shares:
                                                                      GB00BMGRFP88
 b)    Nature of the transaction                                      Warrants over Ordinary Shares
 c)    Price(s) and volume(s)                                         Name            Warrants              Price(s)  Volume(s)

                                                                                         (p)
                                                                                      Fee Warrants          3         17,500,000

                                                                      Ivan Murphy

                                                                              Performance Warrants  5         20,000,000
                                                                                      Fee Warrants          3         17,500,000

                                                                      Paul Richards
                                                                              Performance Warrants  5         20,000,000

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        4 August 2025
 f)    Place of the transaction                                       London Stock Exchange, XLON

 

 

2

Reason for the notification

a)

Position/status

See above

 

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Harena Resources Plc

b)

LEI

213800TNHZOA4JIZK687

4

 

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

 

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.5p each in Harena Resources Plc ("Ordinary Shares")

 

Identification code (ISIN) for Harena Resources Plc ordinary shares:
GB00BMGRFP88

b)

Nature of the transaction

Warrants over Ordinary Shares

c)

Price(s) and volume(s)

 Name            Warrants              Price(s)  Volume(s)

                                       (p)
                 Fee Warrants          3         17,500,000

 Ivan Murphy

                 Performance Warrants  5         20,000,000
                 Fee Warrants          3         17,500,000

 Paul Richards
                 Performance Warrants  5         20,000,000

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

4 August 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

IMPORTANT NOTICES

 

Notice to Distributors

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

Forward Looking Statements

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan,  the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction.  Persons into whose possession this
Announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions.

 

Timetable

 

The times and dates set out throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised times and
dates which will also be notified to the London Stock Exchange and, where
appropriate, shareholders of the Company. Shareholders of the Company may not
receive any further written communication.

 

References to times in this Announcement are to the time in London, UK unless
otherwise stated.

 

General

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker to the Company in connection with the
Placing. Allenby Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Allenby Capital
or for providing advice to any other person in connection with the Placing or
any acquisition of shares in the Company. Allenby Capital has not authorised
the contents of, or any part of, this announcement, no representation or
warranty, express or implied, is made by Allenby Capital in respect of such
contents, and no liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this Announcement or
for the omission of any material information, save that nothing shall limit
the liability of Allenby Capital for its own fraud.

 

Tavira, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Broker to the Company in connection with the Placing. Tavira
will not be responsible to any person other than the Company for providing the
protections afforded to clients of Tavira or for providing advice to any other
person in connection with the Placing or any acquisition of shares in the
Company. Tavira is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Tavira has not authorised
the contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Tavira for the accuracy of any information, or
opinions contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of Tavira for its
own fraud.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the earnings
per share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

 

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