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RNS Number : 2040B Rainbow Rare Earths Limited 19 March 2025
19 March 2025
Rainbow Rare Earths Limited
("Rainbow" or "the Company")
LSE: RBW
Interim Results for the six months ended 31 December 2024
Rainbow Rare Earths is pleased to announce its unaudited results for the six
months ended 31 December 2024 ("the Period" or "H1 FY 2025").
Highlights
· The need to establish an independent and diversified supply chain for
rare earth elements ("REE") has never been greater, as geopolitical tensions
and trade hostilities escalate globally.
· Rainbow is pioneering the recovery of REE from phosphogypsum, with
the aim of unlocking a low-cost and responsible source of the magnet REE
crucial to decarbonisation, defence and future-facing industries, such as
robotics, next-generation computing and advanced air mobility.
· Rainbow's flagship project, Phalaborwa in South Africa, is expected
to be the highest margin REE project in development today outside of China,
with its comparatively low operating cost giving the project resilience to the
rare earth pricing cycle.
· An Interim Study released in December updated the economics for
Phalaborwa to a higher level of certainty based on the extensive pilot test
work that has been carried out to date, and confirmed a project post tax
NPV(10) of US$611 million, a post tax IRR of 38% and a payback of less than
two years.
· Test work to define the separation flowsheet to process Phalaborwa's
mixed rare earth feed into separated rare earth oxides ("REO") at a targeted
99.5% purity level is ongoing at Rainbow's laboratory at the Mintek facilities
in Johannesburg, which allows this important work to be carried out in-house
in a low-cost environment.
· Further opportunities for operating and capital cost optimisation in
the Phalaborwa leaching and recovery circuits are also being investigated by
Rainbow's in-house technical team.
· Phalaborwa has been recognised as a strategic and near-term source of
critical REE by the U.S. Government, with a US$50 million funding commitment
in place from the U.S. International Development Finance Corporation ("DFC")
to be invested via strategic shareholder TechMet Limited ("TechMet").
· Strong project validation also received via the royalty and share
placement agreement with Ecora Resources plc ("Ecora"), raising US$10 million
in H1 FY 2025.
· The Uberaba project in Brazil represents a longer-term opportunity to
recover critical REE from phosphogypsum and work there is progressing in
partnership with the Mosaic Company ("Mosaic"). Rainbow is continuing to
evaluate other growth opportunities globally.
George Bennett, CEO, commented: "The increasingly fraught nature of
geopolitical relations globally has demonstrated that the West and aligned
territories must act to establish an independent and diversified supply chain
for the critical minerals to decarbonisation, defence and numerous other
strategic industries. REE can be considered those minerals most at risk for
supply chain disruption, given that China controls ca. 75% of supply and over
90% of global processing capacity.
Rainbow's processing technology is unlocking a low-cost and responsible supply
of magnet REE from phosphogypusm, starting with Phalaborwa in South Africa,
followed by Uberaba in Brazil, and with other global opportunities
longer-term. These projects have an inherently different cost structure to
traditional rare earth mining projects, providing economic resilience to the
rare earth price cycle, and they offer a traceable and ethical supply of both
light and heavy separated rare earth oxides. As such, Rainbow is in a strong
position to contribute to an independent supply chain."
Market Abuse Regulation ("MAR") Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
For further information, please contact:
Rainbow Rare Earths Ltd Company George Bennett +27 82 652 8526
Pete Gardner
IR Cathy Malins +44 7876 796 629
cathym@rainbowrareearths.com
Berenberg Broker Matthew Armitt +44 (0) 20 3207 7800
Jennifer Lee
Stifel Broker Ashton Clanfield +44 20 7710 7600
Varun Talwar
Tavistock Communications PR/IR Charles Vivian +44 (0) 20 7920 3150
Tara Vivian-Neal rainbowrareearths@tavistock.co.uk
Notes to Editors:
About Rainbow:
Rainbow Rare Earths aims to be a forerunner in the establishment of an
independent and ethical supply chain of the rare earth elements that are
driving the green energy transition. It is doing this successfully via
pioneering the first commercial recovery of rare earth elements from
phosphogypsum that occurs as the by-product of phosphoric acid production.
These projects eliminate the cost and risk of typical rare earth projects,
which involve mining and the production of a rare earth concentrate that must
be chemically cracked to form a mixed rare earth carbonate before further
downstream processing. As such, Rainbow's projects can be brought into
production quicker and at a lower cost than traditional hard rock mining
projects.
The Company is focused on the development of the Phalaborwa Project in South
Africa and the earlier stage Uberaba Project in Brazil. Rainbow's process will
deliver separated rare earth oxides through a single hydrometallurgical plant
on site, with a focus on the recovery of neodymium, praseodymium, dysprosium
and terbium. These are critical components of the high-performance permanent
magnets used in electric vehicles, wind turbines, defence and exciting new
markets such as robotics and advanced air mobility.
The Phalaborwa updated interim economic study released in December 2024 has
confirmed strong base line economics for the project, which has a base case
NPV(10) of US$611 million. Given Phalaborwa is a chemical processing
operation, with its resource sitting at surface in a chemically cracked form,
it has a much lower operating cost than traditional rare earth mining
projects, and it is therefore estimated to be the highest margin rare earth
project in development today outside of China.
More information is available at www.rainbowrareearths.com
(http://www.rainbowrareearths.com/) .
CEO Review
Market
The International Energy Agency ("IEA") estimates that the market for magnet
REE nearly doubled over the period from 2015 to 2023, driven by their use in
clean energy technologies, particularly electric vehicles ("EVs") and wind
turbines. These demand drivers are anticipated to continue to see significant
growth in the coming years, in line with global efforts to decarbonise.
The long-term trend for vehicle electrification is expected to continue, with
EV penetration of the global fleet forecast by Argus Media Ltd ("Argus") to
grow from 1% in 2020 to 67% by 2050. Recent trends have shown higher growth
rates for plug-in hybrid electric vehicles ("PHEVs") than full EVs, but this
does not have a significant impact on REE permanent magnet demand. Whilst
PHEVs have smaller batteries than full EVs, the average power of the motors in
the drive trains is not significantly different, representing a substantial
growth in demand for REE compared to traditional internal combustion engine
("ICE") cars.
Likewise, the use of REE for wind turbines remains a significant demand
driver, with wind energy being an essential part of the renewable energy mix
as the world moves away from fossil fuels. Argus notes that global wind power
growth must triple over the next decade to avoid the worst of climate change,
with a further 500GW of capacity expected to be installed by 2035,
representing a CAGR of almost 20%.
Permanent magnet REE will continue to be used in many of the daily products we
have come to rely on in our lives, such as our household goods, computers,
smartphones and speakers. However, there are also exciting new markets
emerging that are primed for exponential growth, particularly robotics and
advanced air mobility. Both sectors use significant amounts of REE permanent
magnets in order to provide power, efficiency and functionality benefits.
Despite the positive long-term outlook for magnet REE, pricing continued to be
weak in H1 FY 2025, with NdPr oxide just breaking above US$60/kg. This price
level is estimated to be well below the average breakeven price for the
industry and is therefore disincentivising the development of new supply
sources outside of China. In the short-term, the market may continue to be
negatively impacted due to the low-price environment reported in China.
Longer-term this is likely to worsen the supply outlook and widen the
predicted shortfall versus future demand.
Western and aligned governments are expected to continue to engage and
collaborate in order to break China's dominance on the sector and put in place
the foundations to bring onstream both new sources of supply, as well as
mid-stream refining and magnet manufacturing capabilities. The urgency has
been recognised by the new administration in the U.S., with the Executive
Order 'Unleashing American Energy' released in January 2025 explicitly making
reference to the need for America to establish its position as "the leading
producer and processor of non-fuel minerals, including rare earth minerals".
Rainbow's Phalaborwa project can offer a strategic, near-term and low-cost
source of new supply ex-China, with the backing of the US Government, via the
US$50 million project financing proposal from the DFC, giving increased
certainty to Rainbow's development plans.
Operational update
Phalaborwa - South Africa
Rainbow's primary focus is the Phalaborwa project in South Africa, which
represents an exciting, near-term production opportunity of all four of the
magnet rare earths, neodymium ("Nd"), praseodymium ("Pr"), dysprosium ("Dy")
and terbium ("Tb") required for the green energy transition and other advanced
technologies.
The operation will involve the processing of phosphogypsum stacks, which are
the by-product of historic phosphoric acid production on the site. A process
flowsheet to extract REE from the phosphogypsum stacks has been developed by
Rainbow and has been subject to extensive test work. The flowsheet comprises
hydraulic reclamation of the gypsum, which is processed through a simple
hydrometallurgical plant to recover the REE. The primary flowsheet produces a
high grade mixed rare earth feed stream for separation. Rainbow intends to
utilise continuous ion exchange ("CIX") and continuous ion chromatography
("CIC") for separation, which is expected to deliver a 99.5% purity separated
Nd/Pr oxide ahead of separated Dy and Tb oxides.
An updated Mineral Resource Estimate ("MRE") released in September 2024 saw
the total resource tonnage for Phalaborwa increase 15% to 35.0 Mt due to the
application of updated bulk density calculations. This increased the project
life by two years to a total of 16 years and demonstrates the potential to
generate value from other recoverable REE not included in our current project
economics. Even at today's lower spot prices, the MRE has an in-situ value of
ca. US$3.9 billion. The full MRE can be accessed at www.rainbowrareearths.com/
project/phalaborwa/.
Interim Study
The Phalaborwa updated Interim Study published in December 2024 confirmed
strong base line economics for the project, which has a base case NPV(10) of
US$611 million, vs the comparable NPV(10) of US$627 million in the Preliminary
Economic Assessment ("PEA") published in October 2022.
The improved definition of the primary flowsheet, further to the large-scale
pilot test work, allowed the Interim Study economics to be prepared to a much
higher level of economic accuracy than the PEA, with updated market prices
from multiple suppliers used for the majority of the finalised major
mechanical equipment, key reagents and other supplies.
The Interim Study confirmed that the project remains resilient to the REE
price cycle, with an average production cost of US$40.83/kg magnet REO, versus
US$33.86/kg magnet REO in the PEA, primarily reflecting inflationary impacts.
This equates to an operating cost of US$12.91/kg total separated REO ("TREO")
including non-magnet REE for which revenue is currently excluded from the
economic assessment.
Phalaborwa's operating cost is considerably lower than traditional rare earth
projects as the phosphogypsum material is already sitting at surface in a
chemically cracked form, which eliminates the cost and risk of mining,
hauling, crushing, grinding, flotation, and cracking. This favourable profile
positions Phalaborwa as the highest margin rare earth project in development
today outside of China, using data compiled by Argus.
The updated US$326.1 million capital cost has shown a small increase compared
to US$295.5 million in the PEA, lower than the impact of ca 12% inflation
since the PEA was published. Rainbow will use the additional time afforded by
the ongoing separation test work to evaluate opportunities to further optimise
this capital cost, particularly around improvements to gypsum residue stacking
and process plant layout.
Current operations
Test work is ongoing at Rainbow's dedicated in-house laboratory facilities in
Johannesburg, South Africa to finalise the flowsheet and economics. The team
are currently working on leaching optimisation test work in parallel with
ion-exchange test work to optimise recovery, alongside work to remove
impurities from the REE intermediate product and deliver a high purity mixed
REE feed for separation.
By setting up the laboratory in South Africa and utilising its in-house team,
Rainbow has full ownership of this important work stream and will be able to
finalise the work in a low-cost environment. An added benefit is that the
samples can be processed on site, which is much quicker and cheaper than
sending samples to an outside source for verification.
Once the bench scale ion-exchange work is completed, the CIX units that formed
the bulk of the pilot plant in the US and have been shipped to the
Johannesburg laboratory facility from Florida will allow Rainbow to test the
separation flow sheet on a continuous basis. This will demonstrate that
purified separated rare earth oxides can be delivered from the gypsum
feedstock and provide clarity on the recycling of critical streams from the
separation process to the appropriate destinations in the leach plant and the
relevant disposal of waste material.
Rainbow continues to progress offtake discussions with a variety of industry
participants, including original equipment manufacturers ("OEMs") and global
trading companies who share Rainbow's aim to establish an independent supply
chain for critical REE. The integrated pilot operations will be important in
terms of establishing the optimal end product(s) to satisfy this offtake
interest.
The various workstreams required as part of Phalaborwa's Definitive
Feasibility Study ("DFS") are well advanced, but completion of the final DFS
is dependent on the finalisation of the separation test work for the project.
The Company is aiming to complete the DFS by the end of full year 2025, but
recognises that the most important objective is to deliver the optimal
flowsheet to ensure the long-term success and sustainability of the project.
Environmental
Phalaborwa is founded on the principles of circularity, reprocessing
phosphogypsum which is the by-product of historic phosphoric acid production
to produce the critical rare earths required for global decarbonisation.
Furthermore, the Company aims to use local waste streams as key inputs to its
operations, namely sulphuric acid and silica, and plans to sell on the clean
gypsum produced as a by-product of its process to the local agricultural and
other industries.
Rainbow's operations will serve to clean up the legacy environmental issue of
acid water associated with the historic unlined gypsum stacks. Rainbow will
use this water in the closed-circuit plant process, which also eliminates the
need to draw on an external water source for the processing plant. The
clean-up of acid water is expected to improve groundwater quality which is
impacted by the stack water emanating from the base of the unlined stacks.
The clean gypsum by-product will be stored on new lined stacks designed in
accordance with IFC Performance Standards and the Equator Principles, before
being sold down over time. This is expected to allow for a full circle
rehabilitation of the site.
The Interim Study was helpful in terms of highlighting areas for project
optimisation, most notably in terms of the operating cost, which has been
impacted by ca. 34% inflation since the publication of the PEA due to an
increase in the cost of power in South Africa. This adds further impetus to
Rainbow's drive to establish a lower cost, low-carbon energy source for the
project, given that South Africa's state power remains primarily coal-based,
and the Company continues to assess renewable energy power options, with the
aim that this could provide the bulk of the project's power requirements.
As part of the DFS and as required for the permitting process, a new
Environmental and Social Impact Assessment is being carried out by WSP Golder
and all workstreams for this are on track to allow permit applications to be
lodged in 2025.
Uberaba - Brazil
The Memorandum of Understanding ("MOU") signed with Mosaic, the world's
leading integrated producer of concentrated phosphate and potash, for the
Uberaba project in Brazil offers an exciting opportunity to replicate the type
of operation proposed at Phalaborwa. It will offer lower-cost REE production
based in a favourable jurisdiction that could be brought into production much
faster than traditional mining projects.
Under the terms of the MOU, Rainbow and Mosaic will look to jointly develop a
process flowsheet to extract the REE from the Uberaba stack. The Uberaba
phosphogypsum is similar to Phalaborwa in that it is the by-product of
phosphoric acid production which was originally based on a hard rock
carbonatite, meaning it has an inherently higher grade of REE than found in
phosphogypsum from sedimentary ore sources.
Test work carried out to date has identified that the Uberaba material with
the highest grade is that taken from the current arisings; i.e. the fresh
phosphogypsum that is being deposited on the stack from the ongoing phosphoric
acid production operations. This material demonstrated a grade of between
4,520 to 7,912ppm TREO, with Nd/Pr being 24.7% of the REE basket. For context,
these grades are ca. 80% higher for TREO and ca. 50% higher for Nd/Pr than
those at Phalaborwa.
As at Phalaborwa, the Uberaba phosphogypsum is amenable to direct acid
leaching, with test work caried out to date demonstrating that between 31% and
65% of the REE can be readily extracted. Mineralogical evaluation of the leach
residue has revealed that 50% to 71% of the remaining rare earth oxides are
contained in monazite, from which the REE are less readily extractable.
Further test work focused on both hydrometallurgical and monazite
concentration is being undertaken at Mosaic's laboratory in Brazil focused on
options to increase overall REE recovery.
Following the production of the process flowsheet, Rainbow and Mosaic will
collaborate on the production of a PEA of this opportunity to extract rare
earths. The costs for this initial work programme and proposed PEA will be
shared by both parties 50:50.
Gakara - Burundi
Gakara was placed on care and maintenance in June 2021 at the request of the
Government of Burundi.
Further to the acquisition of the Phalaborwa project in December 2020 and the
subsequent development of processing technology to recover REE from
phosphogypsum as a by-product of phosphoric acid production, the Directors
have re-focused the business on secondary sources of REEs where they consider
higher returns are available. As such, the decision was made not to invest any
further funds in the project and Gakara was fully written down in the
Company's accounts in the years ended 30 June 2023 and 30 June 2024. The
Directors continue to maintain the Gakara project on care and maintenance at a
low cost as they evaluate options to recover value from this project.
Other Opportunities
Rainbow's technology can unlock a global opportunity for a low-cost and
responsible supply of REE from phosphogypsum. The global phosphoric acid
market is expected to grow from US$41.3bn in 2022 to US$87.1bn by 2040 driven
by fertilisers, food and beverages, pharmaceuticals, animal nutrition and
water treatment. As the phosphoric acid market grows, Rainbow will focus on
partnering with both existing and emerging producers to recover REE as a
by-product. The innovative extraction technology developed at Phalaborwa is
believed to be broadly applicable to recovering REE from these types of
opportunities.
The majority of phosphoric acid production is associated with sedimentary
phosphate ores, which typically have lower REE grades than the hard rock
sources that gave rise to both the Phalaborwa and Uberaba opportunities. In
August 2022, Rainbow entered into a master agreement with OCP S.A. ("OCP"),
the Moroccan world-leading producer of phosphate products, and Mohammed VI
Polytechnic University ("UM6P"), a Moroccan university with a strong focus on
science, technology and innovation, to further investigate and develop the
optimal technique for the extraction of rare earth elements from
sedimentary-sourced phosphogypsum. This collaborative effort is at a much
earlier stage of development than Phalaborwa but could represent a significant
long-term source of REE.
In addition to Uberaba and OCP, Rainbow continues to evaluate approaches for
strategic partnership opportunities in Saudi Arabia, Canada and India.
Financial Review
Phalaborwa's position as a best-in-class REE project was highlighted in July
2024 by the royalty agreement and associated share placement with Ecora, which
raised a total of US$10 million (US$8.5 million royalty proceeds and US$1.5
million equity). Rainbow is Ecora's only investment in the REE space and the
agreement followed an extensive due diligence process, giving additional
third-party validation of the quality of our assets.
The proceeds from the Ecora financing are expected to be sufficient to deliver
the Phalaborwa DFS by the end of 2025, although the timing thereof will be
dependent on the finalisation of the separation and other test work being
undertaken at Rainbow's laboratory in Johannesburg. At 31 December 2024
Rainbow had US$6.1 million of cash available primarily held in US dollars. As
set out in note 2, Rainbow will need to raise additional finance of at least
US$3.9 million before 30 June 2026 based on management's reasonably plausible
downside forecast, although the timing and quantum of any fundraising is
dependent on the timing of discretionary expenditure for both Phalaborwa and
Rainbow's wider development pipeline, which is within management's control.
During the Period costs totalling US$1.4 million were capitalised bringing the
total balance sheet value for the exploration and evaluation assets associated
with the Phalaborwa project to US$17.1 million. In addition, US$0.5 million of
tangible assets were capitalised for equipment at the Johannesburg test work
laboratory. After working capital movements, the US$2.0 million invested in
Phalaborwa in the Period represented 56% of pre-financing cash outflows.
The income statement showed a net loss of US$2.1 million for the Period, an
increase compared to the comparative period in FY 2023 primarily due to the
costs associated with the Ecora financing.
Cautionary Statement:
The business review and certain other sections of this interim report contain
forward looking statements that have been made by the Directors in good faith
based on the information available to them up to the time of their approval of
this report. However, they should be treated with caution due to inherent
uncertainties, including both economic and business risk factors, underlying
any such forward-looking information and no statement should be construed as a
profit forecast.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
a) the Condensed set of Interim Financial Statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year);
c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein); and
d) the condensed set of interim financial statements, which has been
prepared in accordance with the applicable set of accounting standards, gives
a true and fair view of the assets, liabilities, financial position and profit
or loss of the issuer, or the undertakings included in the consolidation as a
whole as required by DTR 4.2.4R.
This Interim Report has been approved by the Board and signed on its behalf
by:
George Bennett
Chief Executive Officer
18 March 2025
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 December 2024
6 months ended 6 months ended
31 December 2024
31 December 2023
Notes US$'000 US$'000
Unaudited Unaudited
Administration expenses 3 (1,707) (1,461)
Loss from operating activities (1,707) (1,461)
Finance income 49 130
Finance costs (405) (120)
Loss before tax (2,063) (1,451)
Income tax expense - -
Total loss after tax and comprehensive expense for the period (2,063) (1,451)
Total loss after tax and comprehensive expense for the period is attributable
to:
Non-controlling interest (5) (9)
Owners of parent (2,058) (1,442)
(2,063) (1,451)
Loss per share (cents)
Basic 4 (0.32) (0.24)
Diluted 4 (0.32) (0.24)
The results of each period are derived from continuing operations.
Condensed Consolidated Statement of Financial Position
As at 31 December 2024
As at As at As at
31 December 2024
30 June
31 December 2023
2024
Notes US$'000 US$'000 US$'000
Unaudited Audited Unaudited
Non-current assets
Exploration and evaluation assets 5 17,068 15,716 13,363
Property, plant and equipment 6 460 21 24
Right of use assets 52 84 99
Total non-current assets 17,580 15,821 13,486
Current assets
Inventory 1 1 718
Trade and other receivables 371 374 565
Cash and cash equivalents 6,078 79 4,002
Total current assets 6,450 454 5,285
Total assets 24,030 16,275 18,771
Current liabilities
Trade and other payables 7 (1,097) (1,850) (1,689)
Borrowings 8 (294) (245) (250)
Lease liabilities (36) (48) (47)
Total current liabilities (1,427) (2,143) (1,986)
Non-current liabilities
Borrowings 8 (138) (192) (283)
Royalty liability 9 (8,435) - -
Lease liabilities (23) (44) (59)
Provisions (55) (55) (55)
Total non-current liabilities (8,651) (291) (397)
Total Liabilities (10,078) (2,434) (2,383)
NET ASSETS 13,952 13,841 16,388
Equity
Share capital 10 58,150 56,362 56,303
Share based payment reserve 2,189 1,839 1,634
Other reserves - - -
Retained loss (44,373) (42,351) (39,618)
Equity attributable to the parent 15,966 15,850 18,319
Non-controlling interest (2,014) (2,009) (1,931)
TOTAL EQUITY 13,952 13,841 16,388
Condensed Consolidated Cash Flow Statement
For the six months ended 31 December 2024
6 months ended 6 months ended
31 December 2024
31 December 2023
US$'000 US$'000
Unaudited Unaudited
Cash flow from operating activities
Loss from operating activities (1,707) (1,461)
Adjustments for:
Depreciation 37 25
Share-based payment charge 386 223
Share settled bonus 341 -
Operating loss before working capital changes (943) (1.213)
Net increase in other receivables 1 (238)
Net decrease in trade and other payables (583) (276)
Cash used by operations (1,525) (1,727)
16
Realised foreign exchange (losses)/gains (2) 16
Finance income 7 -
Finance costs (23) (31)
Net cash used in operating activities (1,543) (1,742)
Cash flow from investing activities
Purchase of property, plant & equipment (426) -
Exploration and evaluation costs (1,552) (7,831)
Net cash used in investing activities (1,978) (7,831)
Cash flow from financing activities
Proceeds of royalty financing 8,500 -
Costs of royalty financing (360) -
Repayment of borrowings (43) (37)
Payment of lease liabilities (24) (21)
Proceeds from the issuance of ordinary shares 1,500 5,501
Transaction costs of issuing new equity (53) (84)
Net cash generated by financing activities (9,520) 5,359
Net increase in cash and cash equivalents 5,999 (4,214)
Cash & cash equivalents at the beginning of the period 79 8,107
Foreign exchange (loss)/gain on cash & cash equivalents - 109
Cash & cash equivalents at the end of the period 6,078 4,002
Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 December 2024
Share capital Share- based Payments Accumulated losses Attributable Non-controlling interest Total
to the
parent
Note US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 July 2023 (audited) 50,937 1,719 (38,483) 14,173 (1,922) 12,251
Total comprehensive expense
Total comprehensive loss - - (1,442) (1,442) (9) (1,451)
Transactions with owners
Issue of shares during the period for cash 10 5,501 - - 5,501 - 5,501
Share placing transaction and other costs 10 (135) - - (135) - (135)
Fair value of employee share options in the period - 222 - 222 - 222
Share option exercised in the period 10 - (201) 201 - - -
Share options cancelled in the period - (106) 106 - - -
Balance at 31 December 2023 (unaudited) 56,303 1,634 (39,618) 18,319 (1,931) 16,388
Total comprehensive expense
Total comprehensive loss - - (2,733) (2,733) (78) (2,811)
Transactions with owners
Share placing transaction cost modification 10 59 - 59 - 59
Fair value of employee share options in the period - 205 - 205 - 205
Balance at 30 June 2024 (audited) 56,362 1,839 (42,351) 15,850 (2,009) 13,841
Total comprehensive expense
Total comprehensive loss (2,058) (2,058) (5) (2,063)
Transactions with owners
Issue of shares during the period for cash 10 1,500 - - 1,500 - 1,500
Non-cash issue of shares 10 341 - - 341 - 341
Share issue costs 10 (53) - - (53) - (53)
Fair value of employee share options in the period - 386 - 386 - 386
Shares issued in the period under Restricted Share Unit scheme 10 - (36) 36 - - -
Balance at 31 December 2024 (unaudited) 58,150 2,189 (44,373) 15,966 (2,014) 13,952
Notes to the Condensed Financial Statements
For the six months ended 31 December 2024
1. General information
Rainbow Rare Earths Limited (the "Company" or "Rainbow", together with its
subsidiaries the "Group"), is a company limited by shares registered in
Guernsey, incorporated on 5 August 2011 with company registration number
53831. The Company's registered office is Connaught House, St Julian's
Avenue, St Peter Port, Guernsey. The nature of the Group's operations and
its principal activities are set out in the CEO and Financial Reviews.
The financial information for the period ended 31 December 2024 does not
constitute the audited statutory accounts but the comparative information has
been extracted from those accounts. The report of the auditors on those
accounts was unqualified.
This Interim Report has not been audited or reviewed.
A copy of this Half Yearly Report has been published and may be found on the
Company's website at www.rainbowrareearths.com
(http://www.rainbowrareearths.com)
2. Basis of preparation
These condensed consolidated interim financial statements for the 6 months
ended 31 December 2024 have been prepared in accordance with IAS 34 'Interim
Financial Reporting'. They do not include disclosures that would otherwise be
required in a complete set of financial statements and should be read in
conjunction with the 2024 Annual Report and Accounts.
The same accounting policies and methods of computation are followed in the
condensed interim financial statements as were followed in the most recent
annual financial statements of the Group, which were published on 23 October
2024. There are no newly effective IFRS Standards which have had an impact
on the financial statements.
(a) Going concern
The Directors have continued to use the going concern basis in preparing these
condensed financial statements. The Group's business activities, together
with the factors likely to affect future development, performance and position
are set out in the CEO Statement. The financial position of the Group, its
cash flow and liquidity position are described in the Financial Review.
Following the completion of the US$8.5 million royalty financing and
associated US$1.5 million share placing in July 2024 the Group's cash balance
at 31 December 2024 was US$6.1 million (30 June 2024: US$0.1 million). The
Board has reviewed the Group's latest cash flow forecasts for the period to 30
June 2026, including reasonably possible downside scenarios. This has included
the following assumptions:
· Forecast expenditure of US$3.7 million for ongoing general and
administrative costs of the Group over the 18-month period from 1 January 2024
to 30 June 2026, based on the current administrative cost base. The
reasonably possible downside scenario includes a 10% contingency for
unexpected costs.
· Estimated funding requirements of US$4.1 million for
Phalaborwa. This includes US$0.5 million to complete processing test work at
the laboratory set-up at the Mintek facilities in Johannesburg, US$1.7 million
to finalise the DFS, US$0.5 million for work streams relating to environmental
permitting and site ownership issues, and US$1.2 million for Rainbow's
technical team and associated costs. Due to the nature of the work, actual
costs and the timing of expenditure may differ to estimates. The forecast
includes a 10% contingency for increased technical costs associated with the
test work, DFS and permitting workstreams. The reasonably possible downside
scenario adds a further 10% contingency for all Phalaborwa expenditure.
· A continuation of care and maintenance for the Group's Gakara
project in Burundi at a total cost of US$0.6 million for the 18-month period
from 1 January 2025 to 30 June 2026, based on the current administrative cost
base. The reasonably possible downside scenario includes a 10% contingency for
unexpected costs.
· Business development costs totalling US$0.2 million expected to
cover initial test work and study phases at the Uberaba project in Brazil and
the Group's other development projects. Management's reasonably plausible
downside scenario allows an additional US$0.5 million for business development
Based on management's reasonably plausible downside scenario outlined above,
the Group will need to raise additional finance of at least US$3.9 million
before 30 June 2026, along with any further funds required to progress the
Uberaba opportunity in Brazil. The timing of the required fundraising is
dependent on the timing of discretionary expenditure on the Phalaborwa project
and the Group's development pipeline, including the Uberaba Project in Brazil,
which is within management's control. Based on the robust economic prospects
for the Phalaborwa project, the Board is confident that additional funding
will be secured as required. However, the Board accepts that these
circumstances indicate the existence of a material uncertainty which may cast
significant doubt over the Group's ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities
in the normal course of business. The financial statements do not include
the adjustments that would result if the Group was unable to continue as a
going concern.
(b) Dividend
The Directors do not recommend the payment of a dividend for the period (six
months ended 31 December 2024: US$Nil, six months ended 31 December 2023:
US$Nil).
(c) Principal Risks and uncertainties
There are a number of potential risks and uncertainties inherent in the mining
and metals sector which could have a material impact on the long-term
performance of the Company, and which could cause the actual results to differ
materially from expected and historical results. The Company has taken
reasonable steps to mitigate these where possible. Full details are disclosed
on pages 44-47 of the Annual Report for the year ended 30 June 2024. The
risks and uncertainties are summarised below:
· Phalaborwa project definition risk (High business impact):
- The Interim Study published in December 2024 confirmed a
processing flowsheet capable of economically extracting the magnet rare earth
metals from the gypsum stacks in a low capital and low operating cost
environment. The Interim Study was based on the results of pilot testing of
the rare earth leaching and recovery circuit which successfully produced a
mixed rare earth carbonate product in South Africa. The Interim Study
incorporated substantial changes to the original proposed flow sheet set out
in the Preliminary Economic Assessment published in September 2022. Further
changes to the process flow sheet may be required as a result of ongoing test
work being undertaken in South Africa, which could have a detrimental impact
on the economics of the project as set out in the Interim Study.
- Additional work on purifying and separating the rare earths from
the concentrated mixed rare earth output from the leaching circuit is required
to confirm the efficacy of the separation elements of the proposed processing
flowsheet. This work is being undertaken under the direction of the Rainbow
team in a dedicated laboratory facility in South Africa. In the event that the
separation test work is not successful a mixed rare earth product will have a
lower payability than separated rare earth oxides, which will have a
detrimental impact on the economics of the project as set out in the Interim
Study.
- Following completion of the test work on both the leaching and
separation circuits a DFS will need to be completed to provide sufficient
confidence for project development, which may not deliver results in line with
the Interim Study. The Group's technical team has designed and commissioned
numerous commercial plants in Africa, including completion of feasibility
studies for rare earth projects, and are therefore familiar with alternative
technical options that may need to be deployed if the original strategies
prove uneconomic.
- The Ecora royalty rate calculated as 0.85% of gross revenue from
commercial production increases to 0.95% if commercial production is reached
after 30 September 2027 and 1.10% if commercial production is reached after 30
June 2028. A delay in completion of the DFS, or extended delays between
completing the DFS and project development, would increase the cost of
servicing the Ecora Royalty.
· Permitting risk (High business impact):
- New and updated permits and licences will be required to develop
the Phalaborwa project including, but not limited to, a water use licence,
waste management licence and air emissions licence. Rainbow is working with
specialist consultants to compile the technical reports required for the
permitting process and is aiming to make the relevant applications in parallel
with work on the DFS.
- Whilst the timeframe for the issuance of permits is difficult to
predict, the Phalaborwa project will clean up legacy environmental issues at
the site, including treating the acid water currently associated with the
unlined gypsum stacks and re-stacking the processed gypsum on new lined stacks
designed in accordance with IFC Performance Standards and the Equator
Principles. Accordingly, the Group is confident that the relevant permits will
be issued to allow the project to proceed.
· Financing risk (High business impact):
- The Group's ability to continue to develop the Phalaborwa project
and other new business opportunities will rely upon its continued ability to
access financing, both at the corporate and project level.
- The financing of Phalaborwa will be dependent on the outcome of
the DFS, which will be impacted by a number of factors beyond the Company's
control including but not limited to commodity prices, the outcome of
processing test work including the ongoing programme of work for rare earth
separation, the issue of relevant permits, and the ability to resolve site
access and environmental matters set out separately below.
- Management maintains strong relationships with key sources of
finance. Rainbow has a history of securing funding required for the Group's
growth plans, including support from its cornerstone investors, and management
expects to be able to secure additional funding as required.
· Rare earth prices (High business impact):
- Rainbow is focused on the identification and development of
secondary rare earth deposits that can be brought into production quicker and
at a lower cost than traditional hard rock mining projects, with a focus on
the permanent magnet REE neodymium and praseodymium, dysprosium and terbium.
- Whilst analysts are predicting strong growth in demand for rare
earths, prices have been volatile in the past and are currently at levels
substantially below the base case set out in the Phalaborwa Interim Study.
Whilst the Phalaborwa Interim Study confirmed a low-cost operation that has
resilient economics in lower rare earth price environments, if the underlying
rare earth basket price falls or remains at low prices for the long term, this
reduces potential revenue that will impact the long-term profitability of the
project and could impact the commercial viability of any development.
- Rainbow intends to produce separated rare earth oxides at 99.5%
purity for which pricing is available from independent sources. If the
separation test work is not successful, Rainbow may need to sell a mixed rare
earth product or rare earth oxides with lower purity, either of which will
have lower payability than 99.5% pure separated rare earth oxides. Rainbow's
engagement with potential purchasers of these products have not defined the
ultimate payability, which will be dependent on the final specifications of
the product sold.
· Site access (Medium business impact):
- The proposed site layout for Phalaborwa incorporates an area of
land within the fenced area of the Bosveld industrial complex for which the
surface rights are owned by the South Africa Department of Public Works and
Infrastructure. A failure to obtain a lease to allow use of this land will
require the proposed site layout to be amended, which could impact both the
timing and cost of the proposed Phalaborwa development.
· Environmental (Medium business impact):
- The gypsum stacks that comprise the resource for the Phalaborwa
project represent an environmental disturbance that requires remediation
representing an environmental liability as described in the Phalaborwa PEA. On
transfer of the gypsum stacks to the Phalaborwa operating company, the
liability associated with the remediation of historic disturbance will not
transfer to the Group. Under South African law the responsibility for a
pre-existing decommissioning liability remains with the historic owners of the
site on transfer to a new owner. In addition, Bosveld have provided Rainbow
with a contractual indemnity against pre-existing environmental liabilities
associated with the site. However, on transfer the Group will take on
responsibility for the day to day management of the stacks, including the
associated polluted water. Failure to manage the stacks in a responsible
manner to prevent further pollution to the surrounding area could result in
the Group being liable for any resulting liabilities. Events outside Rainbow's
control could impact the cost of managing the stacks in a responsible manner,
which could have an adverse impact on the overall cost base of the Group.
· Co-development risk (Medium business impact):
- The Group's assets include projects that will be conducted in
joint arrangements or with associates, which reduces the Group's ability to
control and manage risk and places reliance on partners not controlled by the
Group.
- At Phalaborwa, Bosveld has a 15% interest in the project and, as
current owner of the site, their assistance is required to ensure the assets
necessary for the project development are transferred at the necessary time
into the joint venture vehicle. Rainbow has the option to acquire the 15%
minority interest from Bosveld by issuing 38,873,663 new ordinary shares at
any time up to 31 December 2025, and Bosveld has a right to sell its 15% stake
under the same terms subject to the transfer of the assets for the project
having been completed. In the event that the Group has not finalised all
issues relating to the transfer of the assets prior to 31 December 2025,
including the site access risk noted, Rainbow may need to negotiate an
extension to this long-stop date.
- The Group's development pipeline, including but not limited to the
Uberaba property in Brazil and the opportunity with OCP in Morocco, are at a
much earlier stage of development. The legal framework for the development of
a commercial operation for these opportunities has not been fully defined and
terms may not be agreed with the owners of these assets to allow a development
to occur.
· Country and Political (Medium business impact):
- Rainbow's development projects are located in South Africa, Brazil
and Burundi. Emerging market economies are generally subject to greater risks,
including legal, regulatory, tax, economic and political risks, and these
risks are potentially subject to rapid change.
- On 12 April 2021, the Government of Burundi suspended the export
of concentrate produced at Gakara. This was followed on 29 June 2021 with a
suspension of all mining and exploration activity. All operations remain on
care and maintenance. Management assesses that the actions of the Government
of Burundi, which have not been in accordance with the legally binding mining
convention in place, create a situation where the re-start of operations in
the near term cannot be reasonably assumed. With the exception of cash and VAT
recoverable the assets of the Gakara cash generating unit have been impaired
to nil. The VAT recoverable is not considered to be impaired as it is directly
related to a recognised liability for VAT payable and, whilst there is no
legal right to net settlement, it is expected that the liability will only be
settled in a negotiated off-set against the recoverable asset.
3. Segmental information
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief
operating decision maker has been identified as the Chief Executive Officer.
It is considered that the Group has two reportable segments:
· Phalaborwa - a gypsum stack re-treatment project for the recovery
of rare earths in South Africa.
· Gakara - a rare-earth project in Burundi.
Unallocated costs include corporate costs, which are not reported by entity to
the Board.
Six months ended 31 December 2024:
Phalaborwa Gakara Unallocated Total
US$'000 US$'000 US$'000 US$'000
Administration expenses - (126) (1,543) (1,669)
Depreciation - (10) (28) (38)
Loss from operating activities - (136) (1,571) (1,707)
Finance income - 40 9 49
Finance costs - (21) (384) (405)
Loss before tax - (117) (1,946) (2,063)
Income tax expense - - - -
Loss after tax - (117) (1,946) (2,063)
Segmental assets 17,509 172 6,349 24,030
Exploration and evaluation assets 17,068 - - 17,068
Property, plant and equipment 441 - 19 460
Right of use assets - 6 46 52
Current assets - 166 6,284 6,450
Segmental liabilities (446) (832) (8,800) (10,078)
Capital expenditure 1,806 - 2 1,808
Six months ended 31 December 2023:
Phalaborwa Gakara Unallocated Total
US$'000 US$'000 US$'000 US$'000
Administration expenses - (197) (1,240) (1,437)
Depreciation - (10) (14) (24)
Loss from operating activities - (207) (1,254) (1,461)
Finance income - 18 112 130
Finance costs - (29) (91) (120)
Loss before tax - (218) (1,233) (1,451)
Income tax expense - - - -
Loss after tax - (218) (1,233) (1,451)
Segmental assets 13,363 901 4,507 18,771
Exploration and evaluation assets 13,363 - - 13,363
Property, plant and equipment - - 24 24
Right of use assets - 27 72 99
Current assets - 874 4,411 5,285
Segmental liabilities (1,069) (876) (438) (2,383)
Capital expenditure 8,533 - - 8,533
4. Loss per ordinary share
Loss per ordinary share is calculated by dividing the net loss for the period
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the period.
The Company was loss making for all periods presented, therefore the dilutive
effect of share options has not been taken account of in the calculation of
diluted earnings per share, since this would decrease the loss per share for
each of the period reported.
The calculation of the basic loss per share is based on the following data:
6 months ended 6 months ended
31 December 2024
31 December 2023
US$'000 US$'000
Unaudited Unaudited
The loss for the period attributable to ordinary equity holders of the parent (2,058) (1,442)
company
Number Number
'000 '000
Weighted average number of Ordinary shares for the purposes of basic and 642,176 607,767
diluted loss per share
Loss per Ordinary share Cents Cents
Basic and diluted (0.32) (0.24)
5. Exploration and evaluation assets
Gakara Phalaborwa Total
US$'000 US$'000 US$'000
At 1 July 2023 (audited) - 4,830 4,830
Additions - 8,533 8,533
At 31 December 2023(unaudited) - 13,363 13,363
Additions - 2,353 2,353
At 30 June 2024 (audited) - 15,716 15,716
Additions - 1,352 1,352
At 31 December 2024 (unaudited) - 17,068 17,068
Only costs relating to the Phalaborwa project were capitalised during the
Period. The Phalaborwa project represents an opportunity to extract rare earth
elements from the chemical re-treatment of gypsum stacks in which a rare earth
resource has been defined. Therefore the costs of establishing the commercial
viability of development for the project are being capitalised as exploration
and evaluation assets under IFRS 6. Additions in the Period include costs
relating to the development of the Interim Study, environmental permitting,
test work costs including establishing a laboratory in South Africa to manage
the test work programme for both the leaching circuit and separation circuit,
and costs of the core team managing the Phalaborwa technical workstreams.
The Gakara project has been under care and maintenance throughout the Period
and, accordingly, none of the costs meet the requirements under the Group's
accounting policy for capitalisation. All capitalised exploration and
evaluation costs associated with Gakara were impaired in the year ended 30
June 2023. FinBank SA hold security over the fixed and floating assets of
Rainbow Mining Burundi SM ("RMB") which include the impaired exploration and
evaluation assets associated with the Gakara mining permit in Burundi.
6. Property, plant and equipment
US$'000 Mine development costs Plant & machinery Laboratory Equipment Vehicles Office equipment Total
Cost
At 1 July 2023 (audited) 183 2,889 - 1,606 49 4,727
Additions - - - - - -
At 31 December 2023 (unaudited) 183 2,889 - 1,606 49 4,727
Additions - - - - - -
At 30 June 2024 (audited) 183 2,889 - 1,606 49 4,727
Additions - - 454 - 3 457
At 31 December 2024 (unaudited) 183 2,889 454 1,606 52 5,184
Depreciation
At 1 July 2023 (audited) 183 2,889 - 1,582 46 4,700
Charge for period - - - 2 1 3
At 31 December 2023 (unaudited) 183 2,889 - 1,584 47 4,703
Charge for period - - - 3 - 3
At 30 June 2024 (audited) 183 2,889 1,587 47 4,706
Charge for period - - 14 3 1 18
At 31 December 2024 (unaudited) 183 2,889 14 1,590 48 4,724
Net Book Value at 31 December 2024 (unaudited) - - 16 4 460
440
Net Book Value at 30 June 2024 (audited) - - - 19 2 21
Net Book Value at 31 December 2023 (unaudited) - - - 22 2 24
All property, plant and equipment associated with the Gakara project were
impaired in the year ended 30 June 2023. FinBank SA hold security over the
fixed and floating assets of RMB which include the impaired property, plant,
and equipment in Burundi.
Costs capitalised in the Period relate to the laboratory facility set up in
Johannesburg to manage the test work for the Phalaborwa project which is
expected to be used for the longer term on testing for other projects in the
business development pipeline.
7. Trade and other payables
As at As at As at
31 December
30 June
31 December 2023
2024
2024
US$'000 US$'000 US$'000
Unaudited Audited Unaudited
Trade payable 246 361 818
Accrued expenses 247 930 267
Taxes and social security 354 319 380
Burundi land taxes and community contributions payable 240 240 190
Amounts due to staff and management 10 - 34
Total trade and other payables 1,097 1,850 1,689
The Directors consider the carrying value of trade and other payables
approximate to their fair value.
8. Borrowings
As at As at As at
31 December 2024
30 June
31 December 2023
2024
US$'000 US$'000 US$'000
Unaudited Audited Unaudited
Finbank Loan 231 282 324
Warrant liability 201 155 209
Total borrowings 432 437 533
Payable within 12 months 294 245 250
Payable after more than 12 months 138 192 283
432 437 533
FinBank Loan
The FinBank loan facility in Burundi is expressed in Burundian Franc ("BIF")
and carries an interest rate of 15%. The loan principal plus interest is
being paid at a rate of BIF30 million per month until April 2027 on a reducing
balance basis. Under the terms of this loan, FinBank has security over the
fixed and floating assets of RMB, the shares of RMB, and the cash held in
RMB's FinBank bank accounts. Interest on the loan amounted to US$19k (2022:
US$26k).
Warrant Liability
On 21 February 2020, 2,000,000 warrants with an exercise price of 4.55 pence
per warrant were issued to Pipestone Capital Inc, in which George Bennett, the
Company's CEO, has a beneficial interest. The warrants were issued in lieu
of interest on a US$1 million bridging loan provided to the Company, which was
repaid in full in December 2021. The Pipestone warrants are recognised as a
financial liability at fair value through profit and loss with changes in
value included in finance income. The warrants are exercisable at any time
until 20 February 2026.
9. Royalty Liability
As at As at As at
31 December 2024
30 June
31 December 2023
2024
US$'000 US$'000 US$'000
Unaudited Audited Unaudited
Ecora royalty liability 8,435 - -
On 1 July 2024 the Group entered into a royalty funding agreement with Ecora
Resources PLC ("Ecora") securing gross proceeds of US$8.5 million in exchange
for a royalty payable on all future sales from the Phalaborwa Project in South
Africa. The royalty rate of 0.85% increases to 0.95% if commercial production
is reached after 30 September 2027 and 1.10% if commercial production is
reached after 30 June 2028.
The royalty is recognised as a financial liability at fair value through
profit and loss. At initial recognition the royalty liability was measured at
fair value of US$8.5 million. In determining the fair value management
considered the expected timing and volume of rare earth and other products to
be sold by the Phalaborwa Project, forecast prices for rare earth oxides and
other products, and the cost of capital of the Company using a risk-free rate
and expected credit spread rate. Having considered changes in rare earth price
forecasts and discount rates, with all other factors held constant as there
had been no change in the expected project sales volumes or timing thereof,
the Directors valued the liability at US$8.435 million at 31 December 2024.
The change reflects an update to the discount rate used as a result of the
estimated cost of capital of the Company. Changes in fair value are included
in financing costs. All costs associated with the royalty transaction are
included in finance costs.
10. Share capital
As at As at As at
31 December 2024
30 June
31 December
2024 2023
Unaudited Audited Unaudited
Issued share capital (nil par value) US$'000 58,150 56,362 56,303
Number of shares in issue ('000) 643,688 630,317 630,317
The table below shows a reconciliation of share capital movements:
Number of shares US$'000
At 1 July 2023 598,858,656 50,937
Q4 2023 - Share placing (cash receipts) 30,000,000 5,501
December 2023 - Exercise of share options (nil value) 1,458,000 -
Costs associated with exercise of share options and share placing - (135)
At 31 December 2023 630,316,656 56,303
Modification in respect of share issue costs - 59
At 30 June 2024 630,316,656 56,362
July 2024 - Share placing (cash receipts) 10,442,427 1,500
September 2024 - Share based remuneration: Short term incentive plan 2,595,735 341
September 2024 - Share based remuneration: Long term incentive plan 333,332 -
Costs associated with share issues - (53)
At 31 December 2024 643,688,150 58,150
In July 2024 the Company issued 10,442,427 new ordinary shares of no par value
to Ecora Resources plc at a price of 11.3652p to raise gross cash proceeds of
US$1.5 million.
On 6 September 2024 the Company issued 2,120,967 new ordinary shares of no par
value to Directors and management pursuant to the Company's Short Term and
Long Term Incentive Plans as follows:
· Short term incentive plan: 1,697,852 shares were issued to George
Bennett, CEO, and 897,883 shares were issued to Pete Gardner, CFO, at a fair
value of 10 pence per share, representing bonuses awarded in the year ended 30
June 2024.
· Long term incentive plan: 333,332 shares were issued to
Non-Executive Directors as a replacement of options that had been due to vest
on 19 May 2024 which had been cancelled to comply with s.409A of the United
States Internal Revenue Code.
During the prior year:
· On 26 September 2023, the Company agreed conditionally to issue
30 million new ordinary shares of no par value at a price of 15 pence per
share, raising gross cash proceeds of US$5.5 million. An initial tranche of
shares was issued on 5 October 2023 with the balance issued on 6 December 2023
following shareholder approval at the Company's Annual General Meeting held on
21 November 2023.
· In December 2023 the Company issued 1,458,000 new ordinary shares
of no par value pursuant to the exercise of nil priced share options by George
Bennett, CEO.
11. Related party transactions
US$'000 Six months to 31 Dec 2024 Six months to 31 Dec 2023
Charged in period Settled in period Closing Balance Charged in period Settled in period Closing Balance
MPD Consulting Limited(1) 6 (4) 5 2 (3) 1
Magna Capital (Guernsey) Limited(2) - - - 647 (647) -
6 (4) 5 649 (650) 1
The above table does not include remuneration of Directors and senior
management.
1. MPD Consulting Limited, in which Pete Gardner, the Company's CFO,
has a beneficial interest, has recharged certain costs relating to UK support
incurred on behalf of the Group.
2. Magna Capital (Guernsey) Limited ("Magna"), in which Adonis
Pouroulis, the non-executive Chairman of the Board of Directors, has a
beneficial interest, was engaged in December 2022 to assist the Company with
its strategy to consolidate ownership of the Phalaborwa project and lift the
notarial bonds in South Africa issued in favour of third parties which may
have impacted the ability of Bosveld to transfer the rights to the Phalaborwa
project to a new entity as envisaged. The transaction was concluded in July
2023 and a success fee of £500k was paid to Magna.
12. Post balance sheet events
No events after the reporting date were identified that would affect the group
of companies significantly or cause its financial results to be materially
misstated.
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