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Annual Results and Notice of AGM

30th Oct 2025 16:10

RNS Number : 5673F
Harena Resources PLC
30 October 2025
 

30 October 2025

 

Harena Rare Earths Plc (formerly Harena Resources Plc)

 

("Harena" or the "Company")

 

Annual Results and Notice of AGM

 

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

 

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

 

NOTICE OF AGM

 

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

 

A copy of the report and accounts for FY 2025, the Notice of AGM and related forms of proxy will be posted to shareholders shortly and will also be available on the Company's website at https://harenaresources.com/ and will also be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

For further information please contact:

 

Harena Rare Earths Plc

Ivan Murphy, Executive Chairman

Allan Mulligan, Executive Technical Director

 

 

+44 (0)20 7770 6424

 

 

Allenby Capital Limited - Financial Adviser & Broker

Jeremy Porter / Vivek Bhardwaj (Corporate Finance)

Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)

 

 

 

+44 (0)20 3328 5656

[email protected]

Celicourt Communications - Public Relations

Mark Antelme / Charles Denley-Myerson

+44 (0)20 7770 6424 [email protected]

 

Notes to editors

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

CHAIRMAN'S STATEMENT

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

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

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

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

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

In July 2025, the Company successfully completed a £1,231,500 institutional placing to advance the Project, receiving strong support from both new and existing investors and enabling progress on the PreFeasibility 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 longstanding mining investors, RAB Capital has a distinguished track record of identifying value and supporting growth in the mining sector. This additional investment represents a strong endorsement of our strategy and provides further financial strength as we continue to advance our world-class ionic clay rare earth project toward production.

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

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

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

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

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

 

Ivan James Bowen Murphy

Executive Chairman

30 October 2025

 

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

 

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

 

Year ended 30 June 2025

Year ended

30 June 2024

 

Notes

£

£

 

 

Administrative fees and other expenses

5

(3,330,754)

(1,127,356)

Operating loss

 

(3,330,754)

(1,127,356)

 

Finance income

 

112

2,202

Listing costs

12

(10,321,369)

-

Finance costs

9

(535,277)

(813,639)

Loss before tax

 

(14,187,288)

(1,938,793)

 

 

 

 

Income tax

11

-

-

 

 

 

 

Loss after tax for the year attributable to owners of the parent

 

(14,187,288)

(1,938,793)

 

Other comprehensive income

Items that may be reclassified to profit or loss:

Exchange differences on translation of foreign operations

48,777

(25,598)

 

Total comprehensive loss for the year

 

(14,138,511)

(1,964,391)

 

 

 

Total comprehensive loss attributable to owners of Harena Rare Earths PLC

(14,138,511)

(1,964,391)

Total comprehensive loss attributable to non-controlling interests

-

-

Total comprehensive loss for the period

 

(14,138,511)

(1,964,391)

 

 

 

 

Basic and diluted loss per share (pence)

15

(10.78)

(1.65)

 

Consolidated Statement of Financial Position as at 30 June 2025

Notes

30 June 2025

30 June 2024

£

£

 

 

 

Non-current assets

 

Other intangible asset

14

1,875,768

1,905,744

Total non-current assets

1,875,768

1,905,744

 

Current assets

 

 

Trade and other receivables

18

196,289

40,926

Cash and cash equivalents

28,425

45,442

Total current assets

224,714

86,368

 

 

Total assets

2,100,482

1,992,112

 

Current liabilities

 

Trade and other payables

19

612,314

986,111

Total current liabilities

612,314

986,111

 

 

Non-current liabilities

 

Loan note liability

20

572,937

-

Convertible loan note

20

-

2,637,200

Total non-current liabilities

572,937

2,637,200

 

Total liabilities

1,185,251

3,623,311

 

Net assets/(liabilities)

915,231

(1,631,199)

 

 

Equity

 

Share capital

21

2,033,422

548,538

Share premium

21

9,619,057

-

Treasury shares

21

36,000

Share option and warrant reserve

22

922,324

-

Share based payment reserve

22

1,831,310

-

Translation reserve

21

23,179

(25,598)

Retained earnings

(6,284,822)

(2,637,950)

Reserve acquisition reserve

21

(7,611,916)

-

Non-controlling Interest

346,677

346,677

Pre-acquisition reserve

-

137,134

Total equity

915,231

(1,631,199)

 

 

 

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

 

 

Ivan James Bowen Murphy Andrew Paul Richards

Executive Chairman Non-Executive Director

 

Company Registration No.12557958

Company Statement of Financial Position as at 30 June 2025

Notes

30 June 2025

30 June 2024

£

£

 

 

 

Non-current assets

 

Investment in subsidiary

16

10,000,000

-

Loan to subsidiary

17

1,049,556

-

Total non-current assets

11,049,556

-

 

 

Current assets

 

 

Trade and other receivables

18

168,816

8,520

Cash and cash equivalents

1,991

33,971

Total current assets

170,807

42,491

 

 

Total assets

11,220,363

42,491

 

 

Current liabilities

 

Trade and other payables

19

281,328

141,636

Total current liabilities

281,328

141,636

 

 

Non-current liabilities

 

Loan note liability

20

608,725

-

Total non-current liabilities

608,725

-

 

Total liabilities

890,053

141,636

 

Net assets/(liabilities)

10,330,310

(99,145)

 

 

Equity

 

Share capital

21

2,033,422

216,250

Share premium

21

9,619,057

921,797

Treasury shares

21

36,000

-

Share option and warrant reserve

22

989,127

17,422

Share based payment

22

1,831,310

-

Retained earnings

(4,178,606)

(1,254,614)

Total equity

10,330,310

(99,145)

 

 

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

 

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

 

 

 

Ivan James Bowen Murphy Andrew Paul Richards

Executive Chairman Non-Executive Director

 

Company Registration No.12557958

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

Share capital

Share premium

Treasury shares

Share option & warrant reserve

Share based payment reserve

Translation reserve

Reverse acquisition reserve

Pre-acquisition reserve

 

Retained earnings

Total Equity of owners 

Non-controlling interest

Total equity

 

£

£

£

£

£

£

£

£

£

£

£

£

Balance as at 30 June 2023

548,538

-

-

-

-

-

-

63,293

(699,157)

(87,326)

346,677

259,351

 

 

Loss for the period

-

-

-

-

-

-

-

-

(1,938,793)

(1,938,793)

-

(1,938,793)

Exchange differences on translation of foreign operations

-

-

-

-

(25,598)

-

-

-

(25,598)

-

(25,598)

Total comprehensive loss

-

-

-

-

-

(25,598)

-

-

(1,938,793)

(1,964,391)

-

(1,964,391)

Issue of performance rights

-

-

-

-

-

-

-

73,841

-

73,841

-

73,841

Balance as at 30 June 2024

548,538

-

-

-

-

(25,598)

-

137,134

(2,637,950)

(1,977,876)

346,677

(1,631,199)

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

-

-

-

(14,187,288)

(14,187,288)

-

(14,187,288)

Exchange differences on translation of foreign operations

-

-

-

-

-

48,777

-

-

-

48,777

-

48,777

Total comprehensive loss

-

-

 

-

-

48,777

-

-

(14,187,288)

(14,138,511)

-

(14,138,511)

 

Transactions with owners

 

New shares issued (note 21)

1,817,172

8,745,700

36,000

-

-

-

-

-

-

10,598,872

-

10,598,872

FV adjustment (note 21)

-

(35,940)

-

-

-

-

-

-

-

(35,940)

-

(35,940)

Share issue costs (note 21)

-

(12,500)

-

-

-

-

-

-

-

(12,500)

-

(12,500)

Share based payment charge (note 22)

-

-

-

922,324

1,831,310

-

-

-

-

2,753,634

-

2,753,634

Settlement of subsidiary loan notes

-

-

-

-

-

-

-

3,044,105

-

3,044,105

-

3,044,105

Reverse acquisition adjustments

(332,288)

921,797

-

-

-

-

(7,611,916)

(3,181,239)

10,540,416

336,770

-

336,770

Total transactions with owners

1,484,884

9,619,057

36,000

922,324

1,831,310

-

(7,611,916)

(137,134)

10,540,416

16,684,941

-

16,684,941

Balance as at 30 June 2025

2,033,422

9,619,057

36,000

922,324

1,831,310

23,179

(7,611,916)

-

(6,284,822)

568,554

346,677

915,231

 

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

 

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

Share

capital

Share premium

 

Treasury shares

Share option & warrant reserve

Share based payment reserve

Retained earnings

Total

 equity

 

£

£

£

£

£

£

£

Balance as at 30 April 2023

216,250

921,797

-

17,422

-

(862,592)

292,877

 

 

Loss for the period

-

-

-

-

-

(392,022)

(392,022)

Total comprehensive loss

-

-

-

-

-

(392,022)

(392,022)

 

Balance as at 30 April 2024

216,250

921,797

-

17,422

-

(1,254,614)

(99,145)

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

(2,941,414)

(2,941,414)

Total comprehensive income

-

-

-

-

-

(2,941,414)

(2,941,414)

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

New shares issued (note 21)

1,817,172

8,745,700

36,000

-

-

-

10,598,872

FV adjustment (note 21)

(35,940)

-

(35,940)

Share issue costs (note 21)

-

(12,500)

-

-

-

-

(12,500)

Share based payment charge (note 22)

-

-

-

989,127

1,831,310

-

2,820,437

Lapsed warrants

-

-

-

(17,422)

-

17,422

-

Total transaction with owners

1,817,172

8,697,260

36,000

971,705

1,831,310

17,422

13,370,869

 

 

 

Balance as at 30 June 2025

2,033,422

9,619,057

36,000

989,127

1,831,310

(4,178,606)

10,330,310

 

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

Notes

Year ended

30 June 2025

Year ended

30 June 2024

 

£

£

Operating activities

 

 

 

Loss after tax

(14,187,288)

(1,938,793)

Adjustments for:

Finance costs

9

535,277

785,732

Share based payment expense

22

2,125,220

179,596

Listing costs

10,321,369

-

Share capital issued in exchange for costs

1,119,030

-

Changes in working capital:

(Increase)/decrease in trade and other receivables

18

(155,363)

155,700

Increase in trade and other payables

19

19,352

72,985

Net cash outflow from operating activities

 

(222,403)

(744,780)

Cash flow from investing activities

Investment in exploration assets

14

(151,637)

(198,623)

Net cash outflow from investing activities

(151,637)

(198,623)

 

 

 

Cash flow from financing activities

Proceeds from shares issued

21

80,311

-

Finance costs

9

(524,790)

(312,258)

Convertible loan notes issued

-

1,059,353

Convertible loan notes redeemed

-

(575,226)

Loan note proceeds

20

752,725

-

Net cash inflow from financing activities

308,246

171,869

 

 

 

Decrease in cash and cash equivalents

(65,794)

(771,534)

 

 

Cash and cash equivalents as at the beginning of the period

45,442

816,384

Foreign exchange on cash and cash equivalent

48,777

592

Cash and cash equivalents at the end of period

28,425

45,442

 

Net debt reconciliation

Cash at bank

and in hand

Loan note

liability

Convertible loan note

Total

£

£

£

£

At 1 July 2023

816,384

-

(2,146,681)

(1,330,297)

Cash flows

(771,534)

-

(484,127)

(1,255,661)

Non-cash charges

592

-

(6,392)

(5,800)

As 30 June 2024

45,442

-

(2,637,200)

(2,591,758)

 

 

 

 

 

As 1 July 2024

45,442

-

(2,637,200)

(2,591,758)

Cash flows

(65,794)

-

-

(65,794)

Non-cash charges

48,777

(572,937)

2,637,200

2,113,040

As 30 June 2025

28,425

(572,937)

-

(544,512)

 

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

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

 

 

 

Notes

Period ended

30 June 2025

Year ended

30 April 2024

 

£

£

Operating activities

 

 

 

Loss after tax

(2,941,414)

(392,022)

Adjustments for:

Impairment of loan

-

249,341

Share based payment expense

22

2,132,655

-

Share capital issued in exchange for costs

577,751

-

Changes in working capital

Decrease in trade and other receivables

18

(160,297)

(520)

Increase in trade and other payables

19

319,325

22,414

Net cash outflow from operating activities

 

(71,980)

(120,787)

Cash flow from financing activities

Proceeds from shares issued

21

40,000

-

Net cash inflow from financing activities

40,000

-

 

Decrease in cash and cash equivalents

(31,980)

(120,787)

 

 

Cash and cash equivalents as at the beginning of the period

33,971

154,758

Cash and cash equivalents at the end of period

1,991

33,971

 

 

 

 

 

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

 

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