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Interim Results for six months to 31 December 2025

31st Mar 2026 07:15

RNS Number : 8147Y
Rainbow Rare Earths Limited
31 March 2026
 

 

31 March 2026

Rainbow Rare Earths Limited

("Rainbow" or "the Company")

LSE: RBW

 

Interim Results for the six months ended 31 December 2025

Rainbow Rare Earths is pleased to announce its unaudited results for the six months ended 31 December 2025 ("the Period").

Highlights

· Rare earth elements ("REE") remain a critical strategic commodity, with ongoing global priorities to develop secure, alternative supply chains of these critical minerals.

· Rainbow is pioneering the recovery of REE from phosphogypsum, a waste product from phosphoric acid production, with the aim of unlocking a low-cost, low capital intensity and responsible source of the magnet REE crucial to decarbonisation, defence and future-facing industries.

· The Company has successfully established its flagship Phalaborwa project in South Africa as a proven producer of REE, with a large-scale pilot plant currently running the optimised primary flowsheet in Johannesburg and producing a high-grade mixed rare earth product ("MREP").

· The Company is evaluating opportunities using third party commercially proven solvent extraction separation processes ("SX") to capture additional value by refining the MREP into a combined neodymium and praseodymium ("NdPr") oxide and a samarium, europium and gadolinium plus ("SEG+") product that is rich in medium and heavy REE including Dysprosium ("Dy") and Terbium ("Tb"), each at >99.5% purity.

· As a chemical processing operation, Rainbow's flagship Phalaborwa project in South Africa eliminates many of the costs, risks and timescales associated with traditional REE mining projects and it is expected to be one of the highest margin REE projects in development today.

· The project is recognised as a strategic and near-term source of both light and heavy REE by the U.S. Government, with a US$50 million funding option in place from the U.S. International Development Finance Corporation ("DFC") via strategic shareholder TechMet Limited ("TechMet"), and it is also the REE investment of choice for critical minerals royalty and streaming company Ecora Royalties PLC ("Ecora").

· The Company is well advanced with all work streams to conclude the project's Definitive Feasibility Study ("DFS"), which will be published later this year. The DFS will update the economics of the Interim Economic Study released in December 2024 that presented a post-tax NPV10 of US$611 million, a post-tax IRR of 38%, average EBITDA of US$180 million per annum over a 16 year project life, and a pay-back of 2.0 years for the US$326 million capital requirements; it is expected that optimisation initiatives will help to counter inflationary impacts since this time.

· An Economic Assessment ("EA") has confirmed the Uberaba project in Brazil as a second major opportunity for Rainbow, with the project expected to be a long-life, high-margin producer of both light and heavy REE. Using a 10% discount rate and rare earth pricing reported by Argus Media Limited ("Argus") at 5 March 2026, the Uberaba EA post-tax NPV10 estimated at US$916 million, with a post-tax IRR of 45%, average forecast EBITDA of US$217 million per annum over a 30 year project life, and an estimated pay-back of 1.7 years for the US$279 million estimated capital requirements.

· Equity subscription completed 31 March 2026 at £0.20 per share raises c. US$14.6 million from strategic investors, providing the funds to complete the Phalaborwa DFS, Uberaba PFS and for general working purposes beyond the end of Q2 2027.

· Pricing for both light and heavy REE increased significantly during the Period, with NdPr rising from c. US$60/kg in June 2025 to c. US$110/kg in December 2025. Export controls placed on certain heavy REE by China has led to a bifurcation in pricing, with the EU and USA prices quoted at three to four times those quoted in China.

George Bennett, CEO, commented:

"I am proud that Phalaborwa has successfully been confirmed as a producer of REE, with the pilot plant in Johannesburg delivering increasing quantities of a high-grade MREP, which is a commercial product. We look forward to updating the market on our progress as we work towards publication of the DFS later in the year.

We are equally excited about prospects for the Uberaba project in Brazil, with the EA published in March confirming this as a second major opportunity to develop a long term, high-margin producer of both light and heavy rare earth elements based in a favourable jurisdiction.

It is gratifying that the pricing for REE has started to respond positively, in line with true market dynamics and reflecting the longer-term demand for these minerals that are critical to both everyday and advanced technologies. Both Phalaborwa and Uberaba are expected to be robust throughout the pricing cycle, providing an exciting opportunity for a independent diversified supply of these critical minerals."

Investor Meet Company Presentation - Wednesday 8 April 2026

Rainbow is pleased to announce that CEO George Bennett will provide a live presentation via Investor Meet Company on 8 April 2026 at 10:00 BST.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 7 April 2026 at 9.00 BST or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet RAINBOW RARE EARTHS LIMITED via:

https://www.investormeetcompany.com/rainbow-rare-earths-limited/register-investor

Investors who already follow RAINBOW RARE EARTHS LIMITED on the Investor Meet Company platform will automatically be invited.

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

Pete Gardner

+27 82 652 8526

 

 

IR

Cathy Malins

+44 7876 796 629

[email protected]

Tavistock Communications

PR/IR

Charles Vivian

Eliza Logan

+44 (0) 20 7920 3150

[email protected]

Berenberg

Broker

Matthew Armitt

Jennifer Lee

 

+44 (0) 20 3207 7800

 

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 by developing projects that recover rare earth elements from phosphogypsum, a by-product of fertilizer production. This approach avoids traditional mining and allows projects to be advanced more quickly and at lower cost. The Company is progressing two projects: Phalaborwa in South Africa and Uberaba in Brazil, and these projects are expected to produce critical materials for a wide range of industrial, energy, and defence applications. More information is available at www.rainbowrareearths.com or by visiting the Rainbow Rare Earths Curation Showcase at: Curation Connect - Rainbow Rare Earths Showcase or https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903.

CEO Review

I am pleased to present Rainbow Rare Earths' interim results for H1 2026. This has been an important period for the Company, marked by significant technical advancements at our flagship Phalaborwa project in South Africa, set against a supportive backdrop of rising REE prices and increasing global focus on secure, ethical supply chains. As the world accelerates its transition to clean energy and advanced technologies, Rainbow is well-positioned to become a key Western supplier of critical magnet rare earths, including NdPr, Dy, Tb, and other strategic REE, including yttrium ("Y").

Market Context

Following a period of low pricing, magnet rare earth prices strengthened throughout the Period, with Nd and Pr prices reported by Argus rising from c. US$60/kg in June 2025 to c. US$110/kg in December 2025. Since Q2 2023 prices had been below the average cost of production in China, as reported by market analysts. The renewed price strength is underpinned in the West by the floor price of US$110/kg agreed between MP Materials and the US Government announced in July 2025, which is also footprinted in the recently announced supply deal agreed by the Japanese Government with Lynas Rare Earths. The US$110/kg floor price is in-line with the base case prices used by Rainbow in presenting the economics of the Phalaborwa project.

Export controls imposed by China have had a marked impact on heavy rare earth prices, including Dy, Tb and Y. This has led to a marked bifurcation of prices reported in Europe and the US, albeit at smaller volumes, compared to China. Prices for Dy and Tb assessed by Argus have been up to 3.5 times higher than Chinese equivalents, whilst prices for Y have recently risen to a 25 times multiple, reflecting the difficulty in securing supply.

Overall, analysts continue to predict long-term rising global rare earth prices, driven by continued demand growth. Traditional sectors, such as electric vehicles and offshore wind, are expected to continue to drive demand for rare earth permanent magnets. In addition, new demand drivers are increasingly being forecast in new sectors such as defence, advanced robotics and drones/advanced air mobility. Whilst it is not known if the EU/US price premium for heavy rare earths will endure, analysts report that prices for heavy rare earths are likely to continue to outperform light rare earths due to ongoing supply constraints.

Importantly for Rainbow global efforts to diversify REE supply chains away from China are continuing, including concerted efforts from the US, the EU, Australia, Japan and others to invest in new supply, build out the missing parts of the magnet supply chain, as well as to establish offtake and strategic stockpiles, amongst other initiatives. These actions underscore the strategic importance of projects like Phalaborwa, which can be a near-term source of both light and heavy REE.

Operational Review

Our primary focus during the Period remained on de-risking and optimising the Phalaborwa project, which benefits from its unique position as a low-cost, near-term production opportunity through the reprocessing of existing phosphogypsum stacks. The project is based on the processing of 2.2 Mtpa of phosphogypsum to recover c. 10,000 tpa MREP that can be further refined to deliver c. 1,800 tpa of NdPr oxide, and c. 60 tpa of Dy, c. 20 tpa of Tb and c. 140 tpa of Y as part of an SEG+ mixed product.

A major breakthrough has been achieved by Rainbow in terms of confirming an economic process to extract REE from phosphogypsum, with the Company succeeding where previous attempts over the last c. 40+ years have failed. This flowsheet is being demonstrated now with the large-scale pilot plant in Johannesburg producing ever-increasing quantities of high grade MREP including economic quantities of all four magnet rare earths: Nd, Pr, Dy and Tb. This success establishes Phalaborwa as a producer of REE.

Rainbow is evaluating opportunities using third party commercially proven SX separation processes to capture additional value by refining the MREP into a combined NdPr oxide and a SEG+ product. Separation can be carried out on site at Phalaborwa or in a third-party location, where additional funding support may be available. The separation capacity may be developed alongside the initial project, or in a staged manner following a similar path to many other global rare earth development projects. The evaluation will be informed by a comprehensive economic assessment, considering financing availability, costs, project timelines, and overall economics, as well as the input from potential offtake partners.

Continued optimisation of the primary flowsheet

As previously announced, Rainbow has made a number of important changes and optimisations to the Phalaborwa primary flowsheet in order to drive project efficiencies using intellectual property ("IP") developed by the Company. This part of the flowsheet prior to separation represents the majority of the project's cost base.

The leach process was fully optimised via large-scale locked cycle tests that yielded several benefits expected to reduce cost in the primary leaching circuit, including:

· the leach process has been reduced from three stages to two;

· the residence time has been reduced from 32 hours to eight; and

· leach heating requirements have been significantly reduced.

Rainbow's in-house team has developed a rare earth recovery and purification process from the pregnant leach solution combining continuous ion exchange ("CIX") and precipitation steps. This combined process rejects a large volume of impurities and delivers a high grade MREP which can be sold or used as a high-grade feed stream for separation. The results have been confirmed at bench scale through extensive lock-cycle testing with solution recycle, used to simulate a continuous circuit.

Rainbow has determined that SX, as the industry standard, represents the optimal route for separation of the MREP, representing a commercially proven path to delivering Rainbow's proposed NdPr and SEG+ products. The reduction in feed volume due to the CIX and precipitation process results in a smaller-than-typical SX plant, minimising the expected plant footprint, operating and capital cost requirements.

A number of trade-off studies were also pursued and progressed positively in 2025, the most notable of which are:

· Mechanical reclamation has been selected to replace hydraulic reclamation. This provides more flexibility around reclamation planning, simplifies the plant feed process, and reduces the environmental risk of reclaiming with acidic water as originally anticipated.

· An on-site sulphuric acid plant is expected to derisk and simplify the supply of sulphuric acid from external sources and provide on-site power generation for use in the leaching process, reducing external power costs.

Together with the optimisation measures noted above, these initiatives are expected to positively impact power, reagent, labour and capital costs for the project.

Operation of Large-Scale Pilot Plant

Post Period-end, the Company has commenced pilot scale operations as the final phase of process test work for Phalaborwa. The large-scale pilot operation is currently running the optimised leach process producing sufficient volumes of pregnant leach solution to allow for optimisation of the CIX and impurity removal processes. It will provide the data that underpins the DFS, including mass balance, equipment sizing and capital and operating costs, and will be used as the basis for third-party validation for project finance.

The pilot-plant initially produced a 55% total rare earth oxides ("TREO") high-purity mixed rare earth hydroxide. Subsequent improvements have delivered a higher grade 78% TREO product, which Rainbow expects to confirm as a suitable feedstock for some SX separation processes. Further purification steps have also been undertaken to deliver a higher grade mixed rare earth oxide with sufficiently low levels of impurities to be suitable for any third party SX separation process. In-house assays have been generated and are being verified by duplicate tests and a third-party referee analysis process.

The pilot plant mixed rare earth products will be used for validation with potential off-take partners as well as feedstock for SX test work.

Project Economics and Timeline

The Phalaborwa updated Interim Study published in December 2024 confirmed strong base line economics for the project, which has a base case NPV10 of US$611 million, a post-tax IRR of 38% and a payback of less than two years. The economics were published using base case rare earth prices of US$110/kg Nd oxide, US$112.5/kt Pr oxide, US$340/kg Dy oxide and US$1,875/kg Tb oxide.

The DFS, to be published later this year, will update the economics of the project. It is expected that the cost optimisation initiatives completed will help to counter inflationary impacts since December 2024. The economic analysis will compare the expected returns from selling the high grade MREP, which is expected to have a 70%-75% overall payability, to the additional value that is expected to be generated from producing the NdPr and SEG+ products via SX. The opportunity to realise higher prices than the Chinese benchmark for the heavy rare earths contained in the SEG+ product will also be explored, which could materially improve the economics of the project.

Upon completion of the DFS, finalisation of the project permitting will run in parallel with the project finance process to allow construction to commence by the end of 2027.

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. The Company has the potential to use local waste streams, sulphuric acid and silica, as reagents for its operations.

The operations will serve to clean up the legacy environmental issue of acid water associated with the historic unlined gypsum stacks, using this water in the closed-circuit plant process rather than drawing 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 to local agricultural and industrial users. This is expected to allow, over time, for a full circle rehabilitation of the site.

Rainbow plans to establish a low cost, low-carbon energy source for the project. The Company continues to assess renewable energy power options, with the aim that this could provide the project's power requirements not self-generated in the planned sulphuric acid plant.

Uberaba - Brazil

The Uberaba project in Brazil is the subject of a Joint Project Development Agreement between Rainbow and the Mosaic Company ("Mosaic"), (NYSE: MOS), the world- leading American producer and marketer of concentrated phosphate and potash crop nutrients based in Tampa, Florida. The project is similar to Phalaborwa in that it will entail the processing of phosphogypsum, a waste residue from Mosaic's phosphoric acid production, using Rainbow's intellectual property to economically extract REE.

In March 2026, Rainbow published the results of an Economic Assessment ("EA") for Uberaba that confirmed the project as a second major opportunity for Rainbow, with the potential to be a long-life, high-margin and near-term producer of both light and heavy REE. The EA does not meet the standards for a scoping study under the JORC Code as it is not based on a formally designated resource.

The EA results, reported using rare earth pricing sourced from Argus Media Limited (Argus) on 5 March 2026, delivered a post-tax NPV10 of US$916 million, a post-tax IRR of 45%, average EBITDA of US$217 million per annum over a 30 year life-of-mine, and a pay-back of 1.7 years.

Rainbow and Mosaic have signed a Joint Project Development Agreement to progress a Pre-Feasibility Study ("PFS") for Uberaba. On completion of a positive PFS and a decision to proceed with a DFS, the parties currently intend to establish a joint venture, with Mosaic holding 51% and Rainbow 49%, subject to negotiation of final Heads of Terms.

Other Opportunities

Rainbow's technology can unlock a global opportunity for a low-cost and responsible supply of REE from phosphogypsum. The Company continues to evaluate other strategic opportunities globally where its IP could be appropriately utilised. Rainbow's Gakara project in Burundi remains on care and maintenance with a limited holding cost for the Company.

Financial Review

During the Period the Company spent US$394k at the laboratory facility in Johannesburg including both research costs and associated capital expenditure. A further US$366k was incurred for technical work at Phalaborwa, bringing the total capitalised costs to date for the project to US$17.7 million. Business development costs of US$121k were incurred, mainly focused on the Uberaba EA.

The Company continues to manage its overheads, with total cost of US$1,626k in the Period excluding business development costs. The income statement was dominated by a US$3,879k change in the fair value of the royalty liability driven by stronger forecast rare earth prices, with a recognised liability of US$11.1 million at 31 December. This reversed a fall in fair value recognised at 30 June 2025 due to low forecast rare earth prices.

The total cash outflow in the Period was US$2.5 million, leaving a cash balance of US$1.4 million at 31 December 2025. On 31 March 2026 the Company raised US$14.6 million from strategic investors at £0.20 per share via the issue of 55.4 million new Ordinary Shares. Including these proceeds, based on the Group's forecasts the directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this document.

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

31 March 2026

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 31 December 2025

 

6 months ended31 December 2025

6 months ended31 December 2024

Notes

US$'000

Unaudited

US$'000

Unaudited

 

 

Research costs

3

(184)

-

Administration expenses

3

(1,747)

(1,707)

Loss from operating activities

 

(1,931)

(1,707)

 

 

Finance income

 

129

49

Finance costs

 

(227)

(405)

Change in fair value of royalty financing liability

9

(3,879)

-

 

 

 

 

Loss before tax

 

(5,908)

(2,063)

 

 

Income tax expense

 

-

-

 

 

Total loss after tax and comprehensive expense for the period

 

(5,908)

(2,063)

 

 

Total loss after tax and comprehensive expense for the period is attributable to:

Non-controlling interest

1

(5)

Owners of parent

(5,909)

(2,058)

(5,908)

(2,063)

Loss per share (cents)

Basic

4

(0.92)

(0.32)

Diluted

4

(0.92)

(0.32)

 

The results of each period are derived from continuing operations.

 

Condensed Consolidated Statement of Financial Position

As at 31 December 2025

As at31 December 2025

As at30 June2025

As at31 December 2024

Notes

US$'000

Unaudited

US$'000

Audited

US$'000

Unaudited

Non-current assets

 

Exploration and evaluation assets

5

17,729

17,363

17,068

Property, plant and equipment

6

534

460

459

Right of use assets

 

222

251

53

Total non-current assets

 

18,485

18,074

17,580

Current assets

Inventory

1

1

1

Trade and other receivables

377

403

371

Cash and cash equivalents

1,438

3,933

6,078

Total current assets

 

1,816

4,337

6,450

Total assets

 

20,301

22,411

24,030

Current liabilities

Trade and other payables

7

(926)

(1,203)

(1,097)

Borrowings

8

(474)

(340)

(294)

Lease liabilities

 

(86)

(89)

(36)

Total current liabilities

 

(1,486)

(1,632)

(1,427)

 

Non-current liabilities

 

 

Borrowings

8

(30)

(85)

(138)

Royalty liability

9

(11,163)

(7,284)

(8,435)

Lease liabilities

 

(151)

(173)

(23)

Provisions

 

(55)

(55)

(55)

Total non-current liabilities

 

(11,399)

(7,597)

(8,651)

 

 

 

 

 

Total Liabilities

 

(12,885)

(9,229)

(10,078)

 

NET ASSETS

 

7,416

13,182

13,952

 

Equity

 

Share capital 

10

58,150

58,150

58,150

Share based payment reserve

2,290

2,217

2,189

Retained loss

(52,905)

(47,065)

(44,373)

Equity attributable to the parent

7,535

13,302

15,966

Non-controlling interest

(119)

(120)

(2,014)

TOTAL EQUITY

 

7,416

13,182

13,952

 

 

Condensed Consolidated Cash Flow Statement

For the six months ended 31 December 2025

6 months ended31 December 2025

6 months ended31 December 2024 1

US$'000

Unaudited

US$'000

Unaudited

Cash flow from operating activities

Loss from operating activities

(1,931)

(1,707)

Adjustments for:

Depreciation

186

37

Share-based payment charge

142

386

Share settled bonus

-

341

Operating loss before working capital changes

 

(1,603)

(943)

Net decrease in trade and other receivables

26

1

Net decrease in trade and other payables

(293)

(583)

Cash used by operations

 

(1,870)

(1,525)

 

 

 

16

Realised foreign exchange (losses)/gains

 

75

(2)

Net cash used in operating activities

 

(1,795)

(1,527)

 

 

Cash flow from investing activities

Purchase of property, plant & equipment

(171)

(426)

Exploration and evaluation costs

(407)

(1,552)

Finance income

22

7

Net cash used in investing activities

 

(556)

(1,971)

 

 

Cash flow from financing activities

Proceeds of royalty financing

-

8,500

Costs of royalty financing

-

(360)

Repayment of borrowings

(85)

(43)

Interest payments on borrowings

(32)

(23)

Payment of leases

(46)

(24)

Proceeds from the issuance of ordinary shares

-

1,500

Transaction costs of issuing new equity

-

(53)

Net cash generated by financing activities

 

(163)

(9,497)

Net increase in cash and cash equivalents

 

(2,514)

5,999

Cash & cash equivalents at the beginning of the period

 

3,933

79

Foreign exchange (loss)/gain on cash & cash equivalents

19

-

Cash & cash equivalents at the end of the period

 

1,438

6,078

 

1. The prior year cash flow statement has been restated to reflect finance income as an investing cashflow and interest on borrowings as a financing cashflow.

 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 31 December 2025

 

 

Share capital

Share- based Payments

Accumulated losses

Attributable

to the

parent

Non-controlling interest

Total

Note

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

Balance at 1 July 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

-

(36)

36

-

-

-

Balance at 31 December 2024 (unaudited)

 

58,150

2,189

(44,373)

15,966

(2,014)

13,952

 

 

Total comprehensive expense

 

 

Total comprehensive loss

-

-

(1,078)

(1,078)

(13)

(1,091)

 

 

 

Transactions with owners

 

 

Fair value of employee share options in the period

-

321

-

321

-

321

Share incentives cancelled in the year

-

(293)

293

-

-

-

Impact of recapitalisation of subsidiary

-

-

(1,907)

(1,907)

1,907

-

Balance at 30 June 2025 (audited)

 

58,150

2,217

(47,065)

13,302

(120)

13,182

 

 

Total comprehensive expense

 

 

Total comprehensive loss

(5,909)

(5,909)

1

(5,908)

 

Transactions with owners

 

 

Fair value of employee share options in the period

-

142

-

142

-

142

Shares issued in the period under Restricted Share Unit scheme

-

(69)

69

-

-

-

Balance at 31 December 2025 (unaudited)

 

58,150

2,290

(52,905)

7,535

(119)

7,416

 

Notes to the Condensed Financial Statements

For the six months ended 31 December 2025

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 2025 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

2. Basis of preparation

These condensed consolidated interim financial statements for the 6 months ended 31 December 2025 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 27 October 2025. 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.

The Group's cash balance at 31 December 2025 was US$1.4 million (30 June 2025: US$3.9 million). The Board has reviewed the Group's latest cash flow forecasts for the period to 30 June 2027, including reasonably possible downside scenarios. This has included the following assumptions:

· Forecast expenditure of US$4.2 million for ongoing general and administrative costs of the Group over the 18-month period from 1 January 2026 to 30 June 2027, based on the current administrative cost base.

· Total expenditure of US$5.6 million for Phalaborwa. This includes US$4.5 million to finalise the DFS in 2026 including technical, environmental and permitting workstreams including a 10% contingency. A further US$1.0 million is forecast for Rainbow's technical team and associated costs. The forecast includes a further US$0.1 million expected to be incurred in 2027 once Rainbow takes control of the Phalaborwa site. Due to the nature of the work, actual costs and the timing of expenditure may differ to estimates.

· A continuation of care and maintenance for the Group's Gakara project in Burundi at a total cost of US$0.2 million for the 18-month period from 1 January 2026 to 30 June 2027, based on the current administrative cost base.

· Research costs totalling US$0.6 million for the cost of Rainbow's research facility in Johannesburg including the pilot work being undertaken.

· Business development costs totalling US$0.8 million to cover the PFS study phase at the Uberaba project in Brazil and ad hoc work for other development opportunities.

 

Management's reasonably possible downside scenario has a total forecast cash outflow of US$12.5 million which includes a further 10% contingency across the full forecast for unexpected costs.

On 31 March 2026 the Company raised US$14.6 million from strategic investors at £0.20 per share via the issue of 55.4 million new Ordinary Shares. Including these proceeds, based on the Group's forecasts, the directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this document.

(b) Dividend

The Directors do not recommend the payment of a dividend for the period (six months ended 31 December 2025: 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 2025. The risks and uncertainties are summarised below:

· Phalaborwa project definition risk (High business impact):

- At Phalaborwa, the updated Interim Study was published in December 2024 further to changes to the primary flowsheet to recover REE from the phosphogypsum stacks. The result was an economic outcome similar to the original PEA published in October 2022, with low capital and operating costs driving strong returns at forecast rare earth prices

- Following the Interim Study, a series of ongoing trade-off studies have been undertaken to optimise the proposed processing flow sheet. Test work is ongoing to maximise rare earth recovery and impurity rejection via continuous ion exchange and impurity precipitation to deliver a high grade MREP. A pilot scale operation is ongoing to optimise the parameters for the most efficient production of the MREP product.

- Rainbow is evaluating opportunities using third party commercially proven SX separation processes to capture additional value by refining the MREP into a combined NdPr oxide and a SEG+ product. The evaluation will also define if the project can be developed in a staged manner allowing the MREP to be sold prior to further investment in separation capacity, following a similar path to many other global rare earth development projects. The evaluation will be informed by a comprehensive economic assessment, considering financing availability, costs, project timelines, and overall economics, as well as the input from potential offtake partners

- As a result of the ongoing test work, other changes may be required to the proposed processing flowsheet which could have a detrimental impact on the economics of the project set out in the Interim Study.

- A DFS is expected to be completed in 2026, the timing of which will be dependent on the outcome of the test work underway. The DFS is expected to provide sufficient confidence for project development, including financing, but may not deliver results in line with the Interim Study

· 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.

- Following a period of low pricing, magnet rare earth prices strengthened throughout the Period. Whilst analysts are predicting strong growth in demand for rare earths, prices have been volatile in the past and have traded for extended periods at levels 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, reduced long term rare earth prices could impact the long-term profitability of the project and impact the commercial viability of any development.

- Rainbow intends to produce separated NdPr oxide at 99.5% purity, for which pricing is available from independent sources and a mixed SEG+ product. Rainbow may sell an alternative mixed rare earth product. A mixed rare earth product 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 30 June 2027, 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.

- The Uberaba property in Brazil is subject due to a Joint Development Agreement has with the Mosaic Company, but the full legal framework for the development of a commercial operation for Uberaba has not been fully defined and terms may not be agreed with Mosaic 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 2025:

Phalaborwa

Gakara

Unallocated

Total

US$'000

US$'000

US$'000

US$'000

Research costs

-

-

(184)

(184)

Administration expenses

-

(54)

(1,507)

(1,561)

Depreciation

-

(3)

(183)

(186)

Loss from operating activities

-

(57)

(1,874)

(1,931)

Finance income

-

89

40

129

Finance costs

-

(24)

(203)

(227)

Change in fair value of royalty financing liability

-

-

(3,879)

(3,879)

Profit / (Loss) before tax

-

8

(5,916)

(5,908)

Income tax expense

-

-

-

-

Loss after tax

-

8

(5,916)

(5,908)

Segmental assets

17,729

152

2,420

20,301

Exploration and evaluation assets

17,729

-

-

17,729

Property, plant and equipment

-

-

534

534

Right of use assets

-

7

215

222

Current assets

-

145

1,671

1,816

Segmental liabilities

(11,261)

(828)

(796)

(12,885)

Capital expenditure

366

-

212

578

 

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

 

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 ended31 December 2025

6 months ended 31 December 2024

US$'000

Unaudited

US$'000

Unaudited

The loss for the period attributable to ordinary equity holders of the parent company

(5,909)

(2,058)

 

 

Number

Number

 

'000

'000

Weighted average number of Ordinary shares for the purposes of basic and diluted loss per share

644,252

642,176

Loss per Ordinary share

Cents

Cents

Basic and diluted

(0.92)

(0.32)

 

5. Exploration and evaluation assets

 

 

 

Phalaborwa

US$'000

At 1 July 2024 (audited)

15,716

Additions

1,352

At 31 December 2024(unaudited)

 

 

 

17,068

Additions

295

At 30 June 2025 (audited)

 

 

17,363

Additions

366

At 31 December 2025 (unaudited)

 

 

 

17,729

 

 

Costs capitalised relate to the Phalaborwa project in South Africa.

 

6. Property, plant and equipment

US$'000

Mine development costs

Plant & machinery

Laboratory Equipment

Vehicles

Office Equipment

Leasehold Improvements

Total

Cost

 

At 1 July 2024 (audited)

183

2,889

-

1,606

49

-

4,727

Additions

-

-

454

-

2

-

456

At 31 December 2024 (unaudited)

183

2,889

454

1,606

51

-

5,183

Additions

-

-

33

-

-

16

49

At 30 June 2025 (audited)

183

2,889

487

1,606

51

16

5,232

Additions

-

-

204

-

2

6

212

At 31 December 2025 (unaudited)

183

2,889

691

1,606

53

22

5,444

Depreciation

 

At 1 July 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

Charge for period

-

-

44

2

-

2

48

At 30 June 2025 (audited)

183

2,889

58

1,592

48

2

4,772

Charge for period

-

-

126

5

3

4

138

At 31 December 2025 (unaudited)

183

2,889

184

1,597

51

6

4,910

Net Book Value at 31 December 2025 (unaudited)

-

-

507

9

2

16

534

Net Book Value at 30 June 2025 (audited)

-

-

429

14

3

14

460

Net Book Value at 31 December 2024 (unaudited)

-

-

440

16

3

-

459

 

7. Trade and other payables

As at31 December

2025

As at30 June2025

As at 31 December 2024

US$'000

Unaudited

US$'000

Audited

US$'000

Unaudited

Trade payable

72

52

246

Accrued expenses

164

375

247

Taxes and social security

363

356

354

Burundi land taxes and community contributions payable

290

290

240

Amounts due to staff and management

12

20

10

Other payables

25

110

-

Total trade and other payables

926

1,203

1,097

 

The Directors consider the carrying value of trade and other payables approximate to their fair value.

 

8. Borrowings

As at 31 December 2025

As at30 June2025

As at 31 December 2024

US$'000

Unaudited

US$'000

Audited

US$'000

Unaudited

Finbank Loan

148

249

231

Warrant liability

356

176

201

Total borrowings

504

425

432

Payable within 12 months

474

340

294

Payable after more than 12 months

30

85

138

504

425

432

 

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$32k (2024: US$19k).

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 July 2026.

9. Royalty Liability

As at 31 December 2025

As at30 June2025

As at 31 December 2024

US$'000

Unaudited

US$'000

Audited

US$'000

Unaudited

 

Ecora royalty liability

11,163

7,284

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. This liability is subject to material change driven by multiple factors including, but not limited to, forecast rare earth prices, risk adjusted cost of capital, and the development timeline for the Phalaborwa project.

At initial recognition the royalty liability was measured at fair value of US$8.5 million. At 31 December 2025 the fair value of the royalty liability has been updated in line with the methodology set out in the June 2025 consolidated financial statements using updated rare earth price forecasts published in October 2025, an 18.69% discount rate and reflecting updated guidance on the expected commencement of commercial production at Phalaborwa resulting in an expected royalty rate of 1.1%. The increase in fair value of the liability results primarily from higher rare earth price forecasts and is also impacted by a lower discount rate calculated, a later start to the expected timing of production, and the resulting higher overall royalty rate expected.

10. Share capital

As at 31 December 2025

As at30 June

2025

As at31 December

2024

Unaudited

Audited

Unaudited

Issued share capital (nil par value) US$'000

58,150

58,150

58,150

Number of shares in issue ('000)

644,271

643,688

643,688

 

The table below shows a reconciliation of share capital movements:

Number of shares

US$'000

At 1 July 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 and 30 June 2025

643,688,150

58,150

July 2025 - RSU shares

583,332

-

At 31 December 2025

644,271,482

58,150

 

On 4 July 2024, the company issues 583,332 ordinary shares with no par value for nil consideration pursuant to the vesting of restricted stock units.

During the prior year:

· 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.

11. Related party transactions

 

 

*Restated

 

US$'000

Six months to 31 Dec 2025

Six months to 31 Dec 2024

 

 

Charged in period

Settled in period

Closing Balance

Charged in period

Settled in period

Closing Balance

MPD Consulting Limited1

-

-

-

6

(4)

2

Hague House Management Limited2

12

(12)

-

11

(11)

-

Kinsella Consulting Limited3

-

-

-

4

(4)

-

12

(12)

-

21

(19)

2

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, recharged certain costs in the prior period relating to UK support incurred on behalf of the Group.

2. George Bennett, the Company's CEO, has been reimbursed via expenses for costs incurred from Hague House Management Limited, a company in which he has a beneficial interest, related to accommodation incurred on business travel to the UK. Hague House Management Limited owns a number of properties across London which are available for short term business rental via a number of commercially available booking platforms including Airbnb. These costs were not previously disclosed in the interim financial statements. The Board has reviewed the underlying transactions and is satisfied that they have been concluded on a third-party arms-length basis at or below market rates for such accommodation. All payments have been made in line with the Board approved expense policy.

3. Kinsella Consulting Limited, in which Adonis Pouroulis, the non-executive Chairman of the Board of Directors, has a beneficial interest, recharged travel cost incurred on behalf of the Group in the prior period.

 

12. Post balance sheet events

On 31 March 2026, the Company announced the successful completion of a subscription raising £11.1 million (approximately US$14.6 million) via the issue of 55.4 million new Ordinary Shares of no par value at an issue price of £0.20 per share. The new Ordinary Shares are expected to be admitted to trading on 9 April 2026.

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