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Interim Results

20th Mar 2026 16:31

RNS Number : 5361X
Harena Rare Earths PLC
20 March 2026
 

20 March 2026

Harena Rare Earths Plc

("Harena" or the "Company")

 

Interim Results

 

Harena Rare Earths Plc (LSE: HREE) (OTCQB: CRMNF), the rare earths company currently progressing the Ampasindava ionic clay rare earth project in Madagascar (the "Ampasindava Project"), is pleased to announce its unaudited results for the period ended 31 December 2025 (the "Interim Results").

 

A copy of the Interim Results will be available on the Company's website at https://harenaresources.com/.

 

 

For further information please contact:

 

Harena Rare Earths Plc

Ivan Murphy, Executive Chairman

Allan Mulligan, Executive Technical Director

 

 

+44 (0)20 7770 6424

 

 

SP Angel - Broker

Ewan Leggat / Josh Ray (Corporate Finance)

 

 

+44 (0)20 3470 0470

 

Marex Financial - Corporate Advisor

Angelo Sofocleous / Keith Swann / Matt Bailey (Broking)

 

+44 (0)20 7655 6000

[email protected]

 

Muriel Siebert & Co. - US Financial Adviser & Broker

Ajay Asija, Co-Head of Investment Banking

 

+1 (917) 902 7823 [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.

 

 

Interim Management Report for the period ended 31 December 2025

 

This report covers the period 1 July 2025 to 31 December 2025, and subsequent events to 20 March 2026.

 

Principal Activities

 

Harena Rare Earths PLC (the "Company") and its subsidiaries (together the "Group") are focused on the development of the Ampasindava Rare Earth Project (the "Project") in Northern Madagascar, comprising a 100% interest in an ionic clay rare earth deposit with a JORC 2012 compliant Mineral Resource Estimate of 606,000 tonnes of Total Rare Earth Oxide (TREO).

 

Review of Business During the Period

 

During the six-month period ended 31 December 2025, the Group continued to advance the Project through technical studies and regulatory engagement with the Government of Madagascar.

 

The Group continued work on the Pre-Feasibility Study (PFS) throughout the period, working with leading global engineering group SGS Canada Inc on technical inputs including process design, capital and operating cost estimates, and an update to the Mineral Resource Estimate. The PFS was substantially completed by period end, with results announced subsequently on 26 January 2026.

 

In August 2025, the Company completed the acquisition of the remaining 25% interest in the Ampasindava Project, bringing the Group's ownership to 100%. The transaction simplified the Group's ownership structure and eliminated the non-controlling interest.

 

Madagascar experienced a political transition in October 2025 with the establishment of a transitional military government. The Company continued its engagement with the Bureau du Cadastre Minier de Madagascar (BCMM) regarding the technical conversion of exploration licence PR6698 to an exploitation licence (PE), and with the Office National de l'Environnement (ONE) on Environmental and Social Impact Assessment requirements.

 

The Company raised further equity finance during the period to advance the Ampasindava Project, including completion of the Pre-Feasibility Study and environmental and social workstreams. This was completed in August 2025, raising gross funds of £1,231,500.

 

In October 2025, the Company announced a subscription by existing shareholder RAB Capital, raising a further £450,000. The subscription was conditional upon renewal of the directors' authority to allot shares and compliance with the Prospectus Rules. The shares were issued in January 2026 following satisfaction of these conditions.

 

In September 2025, the Company announced its intention to cross-trade its ordinary shares on the OTCQB Venture Market to provide access to U.S. investors. The Company's shares commenced cross-trading on the OTCQB in November 2025 under the ticker symbol CRMNF.

 

Financial Results

 

The Group recorded a net loss of £3,160,526 for the period (2024: £656,429), primarily driven by administrative expenses of £3,070,175 (2024: £301,897), and finance costs of £63,663 (2024: £373,045).

 

At 31 December 2025, the Group held cash of £599,567 (2024: £8,418) and the carrying value of exploration and evaluation assets was £1,659,037 (2024: £1,821,553).

 

Based on the cash flow forecast to 31 March 2028, as prepared by management, which incorporates the post-period fundraise, and the discretionary nature of significant expenditure, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operation for at least twelve months from the date of approval of these interim financial statements and therefore continue to adopt the going concern basis.

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties facing the Group are consistent with those disclosed in the Annual Report for the year ended 30 June 2025 (pages 6-8), comprising:

· Development and execution risk including technical challenges and achieving production targets;

· Financing risk, given the capital required for development and construction;

· Political and regulatory risk in Madagascar;

· Commodity price volatility for rare earth elements;

· Resource estimation and mine planning risk; and

· Operating, environmental and social risks.

 

Related Party Transactions

 

During the period, the Directors received aggregate remuneration of £180,282 (2024: £112,386). Details are provided in note 5 to the consolidated interim financial statements. See note 13 for other material related party transactions.

 

Events After the Reporting Period

 

For events occurring after 31 December 2025, please refer to note 14.

 

On behalf of the Board

 

 

 

Ivan Murphy

Executive Chairman

20 March 2026

Responsibility Statement of the Directors in respect of the Interim Report for the period ended 31 December 2025

 

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with IAS 34 Interim Financial Reporting accounting standard, as adopted by the United Kingdom.

 

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

 

In preparing these Interim Financial Statements, the Directors are required to:

 

· select suitable accounting policies and then apply them consistently;

· present information and make judgements that are reasonable, prudent and provides relevant, comparable, understandable information;

· state whether applicable UK-adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the interim financial statements; and

· make an assessment of the Group's ability to continue as a going concern and prepare the interim financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. The Directors are responsible for taking reasonable steps to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the Interim Financial Statements. Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

 

We confirm that to the best of our knowledge:

 

· the Interim Financial Statements, prepared in accordance with UK-adopted International Accounting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;

· the Interim Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that they face; and

· the Interim Management Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

 

 

FINANCIAL STATEMENTS

Condensed Consolidated Statement of Comprehensive Income for the six-month period ended 31 December 2025

 

Notes

6 months ended 31 December 2025

(Unaudited)

6 months ended 31 December 2024

(Unaudited)

12 months ended 30 June 2025

(Audited)

 

£

£

£

 

 

 

Administrative fees and other expenses

4

(3,070,175)

(301,897)

(3,330,754)

Operating loss

 

(3,070,175)

(301,897)

(3,330,754)

 

 

Finance income

 

14

22

112

Listing costs

-

-

(10,321,369)

Finance costs

(63,663)

(373,045)

(535,277)

Loss before tax

 

(3,133,824)

(674,920)

(14,187,288)

 

 

 

 

 

Income tax

-

-

-

 

 

 

 

 

Loss after tax attributable to owners of the parent

 

(3,133,824)

(674,920)

(14,187,288)

 

 

Other comprehensive income

Items that may be reclassified to profit or loss:

Exchange differences on translation of foreign operations

(26,702)

18,491

48,777

Other comprehensive (loss)/income, net of tax

(26,702)

18,491

48,777

 

 

Total comprehensive loss for the period

 

(3,160,526)

(656,429)

(14,138,511)

 

 

 

 

 

Total comprehensive loss attributable to owners of Harena Rare Earths PLC

(3,160,526)

(656,429)

(14,138,511)

Total comprehensive loss attributable to non-controlling interests

-

-

-

Total comprehensive loss for the period

 

(3,160,526)

(656,429)

(14,138,511)

 

 

 

 

 

Basic and diluted loss per share (pence)

7

(1.69)

(0.57)

(10.78)

 

 

Condensed Consolidated Statement of Financial Position as at 31 December 2025

 

Notes

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

30 June

 2025

(Audited)

£

£

£

Non-current assets

 

Other intangible asset

6

1,659,037

1,821,553

1,875,768

Total non-current assets

1,659,037

1,821,553

1,875,768

 

Current assets

 

Trade and other receivables

8

117,827

45,233

196,289

Cash and cash equivalents

599,567

8,418

28,425

Total current assets

717,394

53,651

224,714

 

Total assets

2,376,431

1,875,204

2,100,482

 

Current liabilities

 

Trade and other payables

9

927,839

1,487,399

612,314

Total current liabilities

927,839

1,487,399

612,314

 

Non-current liabilities

 

Loan note liability

10

635,682

-

572,937

Convertible loan note

10

-

2,471,406

-

Total non-current liabilities

635,682

2,471,406

572,937

 

Total liabilities

1,563,521

3,958,805

1,185,251

 

Net assets/(liabilities)

812,910

(2,083,601)

915,231

 

Equity

 

Share capital

11

2,777,255

610,745

2,033,422

Share premium (restated)

11,12

3,622,951

-

1,285,724

Treasury shares

-

-

36,000

Share option and warrant reserve

1,513,330

-

922,324

Share based payment reserve

1,542,203

-

1,831,310

Translation reserve

(3,523)

(7,107)

23,179

Retained earnings

(9,360,723)

(3,171,050)

(6,284,822)

Reserve acquisition reserve

(7,611,916)

-

(7,611,916)

Merger reserve (restated)

12

8,333,333

-

8,333,333

Non-controlling Interest

-

346,677

346,677

Pre-acquisition reserve

-

137,134

-

Total equity

812,910

(2,083,601)

915,231

 

 

 

Condensed Consolidated Statement of Changes in Equity for the period ended 31 December 2025

 

 

Share capital

Share premium

Treasury shares

Share option & warrant reserve

Share based payment reserve

Translation reserve

Reverse acquisition reserve

Merger reserve

(restated)

Pre-acquisition reserve

 

Retained earnings

Total Equity of owners 

Non-controlling interest

Total equity

£

£

£

£

£

£

£

£

£

£

£

£

£

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

-

-

-

-

-

-

-

-

-

(674,920)

(674,920)

-

(674,920)

Exchange differences on translation of foreign operations

(70,923)

-

-

-

-

18,491

-

-

-

141,820

89,388

-

89,388

Total comprehensive loss

(70,923)

-

-

-

-

18,491

-

-

-

(533,100)

(585,532)

-

(585,532)

Shares issued

133,130

-

-

-

-

-

-

-

-

-

133,130

-

133,130

Balance as at 31 December 2024

610,745

-

-

-

-

(7,107)

-

-

137,134

(3,171,050)

(2,430,278)

346,677

(2,083,601)

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

-

-

-

-

(13,512,368)

(13,512,368)

-

(13,512,368)

Exchange differences on translation of foreign operations

-

-

-

-

-

30,286

-

-

-

-

30,286

-

30,286

Total comprehensive loss

-

-

-

-

-

30,286

-

-

-

(13,512,368)

(13,482,082)

-

(13,482,082)

 

Transactions with owners

 

New shares issued (note 11)

1,817,172

412,367

36,000

-

-

-

-

8,333,333

-

-

10,598,872

-

10,598,872

FV adjustment (note 11)

-

(35,940)

-

-

-

-

-

-

-

-

(35,940)

-

(35,940)

Share issue costs (note 11)

-

(12,500)

-

-

-

-

-

-

-

-

(12,500)

-

(12,500)

Share based payment charge

-

-

-

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

(394,495)

921,797

-

-

-

-

(7,611,916)

-

(3,181,239)

10,398,596

132,743

-

132,743

Total transactions with owners

1,422,677

1,285,724

36,000

922,324

1,831,310

-

(7,611,916)

8,333,333

(137,134)

10,398,596

16,480,914

-

16,480,914

Restated balance as at 30 June 2025 (note 12)

2,033,422

1,285,724

36,000

922,324

1,831,310

23,179

(7,611,916)

8,333,333

-

(6,284,822)

568,554

346,677

915,231

 

 

Condensed Consolidated Statement of Changes in Equity for the period ended 31 December 2025 (continued)

 

 

Share capital

Share premium

Treasury shares

Share option & warrant reserve

Share based payment reserve

Translation reserve

Reverse acquisition reserve

Merger reserve

Pre-acquisition reserve

 

Retained earnings

Total Equity of owners 

Non-controlling interest

Total equity

 

£

£

£

£

£

£

£

£

£

£

£

£

£

Restated balance as at 30 June 2025 (note 12)

2,033,422

1,285,724

36,000

922,324

1,831,310

23,179

(7,611,916)

8,333,333

-

(6,284,822)

568,554

346,677

915,231

Loss for the period

-

-

-

-

-

-

-

-

-

(3,133,824)

(3,133,824)

-

(3,133,824)

Exchange differences on translation of foreign operations

-

-

-

-

-

(26,702)

-

-

-

-

(26,702)

-

(26,702)

Total comprehensive loss

-

-

 

-

-

(26,702)

-

-

-

(3,133,824)

(3,160,526)

-

(3,160,526)

 

Transactions with owners

 

New shares issued (note 11)

743,833

2,487,667

-

-

-

-

-

-

-

-

3,231,500

-

3,231,500

Share issue costs (note 11)

-

(150,440)

-

-

-

-

-

-

-

-

(150,440)

-

(150,440)

Settlement of treasury shares

-

-

(36,000)

-

-

-

-

-

-

57,923

21,923

-

21,923

Share based payment charge

-

-

-

591,006

(289,107)

-

-

-

-

-

301,899

-

301,899

Removal of non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

(346,677)

(346,677)

Total transactions with owners

743,833

2,337,227

(36,000)

591,006

(289,107)

-

-

-

-

57,923

3,404,882

(346,677)

3,058,205

Balance as at 31 December 2025

2,777,255

3,622,951

-

1,513,330

1,542,203

(3,523)

(7,611,916)

8,333,333

-

(9,360,723)

812,910

-

812,910

 

 

Condensed Consolidated Statement of Cash Flows for the period ended 31 December 2025

 

Notes

6 month period ended

31 December 2025

(Unaudited)

6 month period ended

31 December 2024

(Unaudited)

12 month period ended

30 June

 2025

(Audited)

£

£

£

Operating activities

 

 

 

 

Loss after tax

(3,133,824)

(674,920)

(14,187,288)

Adjustments for:

Finance costs

63,663

373,045

535,277

Share based payment expense

2,301,900

58,884

2,125,220

Listing costs

-

-

10,321,369

Fee warrants issued in exchange for costs

-

-

1,119,030

Changes in working capital:

Decrease/(increase) in trade and other receivables

8

78,462

(4,307)

(155,363)

(Decrease)/increase in trade and other payables

9

(134,475)

501,288

19,352

Net cash (outflow)/inflow from operating activities

 

(824,274)

253,990

(222,403)

Cash flow from investing activities

Investment in exploration assets

6

(45,077)

(35,949)

(151,637)

Net cash outflow from investing activities

(45,077)

(35,949)

(151,637)

 

 

 

 

Cash flow from financing activities

Proceeds from shares issued

11

1,231,500

133,130

80,311

Share issue cost

11

(150,440)

-

-

Finance costs

(1,505)

(405,398)

(524,790)

Convertible loan notes issued

-

25,602

-

Convertible loan notes redeemed

-

(26,890)

-

Loan note proceeds

10

-

-

752,725

Proceeds received in advance of shares issued

9

450,000

-

-

Interest and line fees repaid on loan note

10

(62,038)

-

-

Net cash inflow/(outflow) from financing activities

1,467,517

(273,556)

308,246

 

 

 

 

Increase/(decrease) in cash and cash equivalents

598,166

(55,515)

(65,794)

 

 

 

 

Cash and cash equivalents as at the beginning of the period

28,425

45,442

45,442

Foreign exchange on cash and cash equivalent

(27,024)

18,491

48,777

Cash and cash equivalents at the end of period

599,567

8,418

28,425

 

 

 

Notes to the Financial Statements for the period ended 31 December 2025

 

1. General

 

Harena Rare Earths PLC (the "Company") is a public limited company, on the London Stock Exchange, limited by shares incorporated and registered in England and Wales on 15 April 2020, with a registered company number 12557958. The registered office is 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.

 

On 18 November 2025, the Company listed on the OTCQB Venture Market in the United States thereby giving United States investors the opportunity to invest in the Company.

 

The Consolidated Interim Financial Statements of the Company for the six-month period ended 31 December 2025 comprise the financial statements of the Company and its subsidiaries (together referred to as the "Group").

 

The figures for the six months ended 31 December 2025 and 31 December 2024 are unaudited and do not constitute full accounts. The comparative figures for the year ended 30 June 2025 are extracts from the annual report.

 

 

2. Accounting Policies

 

2,1 Basis of preparation

 

The condensed consolidated financial statements for the six months ended 31 December 2025 have been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting, are unaudited, and do not include all of the information required for full annual financial statements.

They should be read in conjunction with the Company's annual financial statements for the year ended 30 June 2025. The principal accounting policies applied in the preparation of the condensed consolidated financial statements are consistent with those contained in the Group's last Annual Report for the year ended 30 June 2025. These policies have been consistently applied to each of the periods presented.

The financial information of the Group is presented in British Pound Sterling ("£"), which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

 

2.2 Basis of Consolidation

 

The condensed consolidated interim financial statements comprise the financial statements of the Company and its subsidiaries. For accounting purposes, Harena Resources Pty Ltd is deemed to have acquired the Company, as described in note 2.3.

All intra-group balances, transactions, income and expenses, profits and losses, and unrealised profits and losses resulting from intra-group transactions, are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. See note 3 for information on the consolidation of Harena Rare Earths PLC.

 

2.3 Comparative figures

 

In accordance with the reverse acquisition accounting policy, whereby Harena Resources Pty Ltd is treated as the accounting acquirer, the comparative figures for 31 December 2024 are those of the Harena Resources Pty Ltd group and, being prior to the reverse acquisition, do not include the results of the Company. The 12-month comparative figures are those for the audited 12-month year to 30 June 2025, comprising Harena Resources Pty Limited to the date of the reverse acquisition and the consolidated figures of the Company and Harena Resources Pty Ltd thereafter.

 

The Harena Resources Pty Ltd financial statements have been translated to Pound Sterling in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. This standard requires assets and liabilities to be translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). The foreign exchange differences on translation of Harena Resources Pty Ltd are recognised in other comprehensive income.

 

2.4 Changes in accounting policies and disclosures

 

The accounting policies adopted are consistent with those included in the Annual Report for the year ended 30 June 2025. New standards and amendments to UK-adopted International Accounting Standards effective for the financial reporting period have been reviewed by the Group, and there has been no material impact on the financial statements as a result of these standards and amendments. The Group has not early adopted any amendment, standard or interpretation that has been issued but is not yet effective.

 

2.5 Going concern

 

The Directors have prepared a cash flow forecast for the period to 31 March 2028.

 

The Group is pre-revenue and relies on external funding to finance operations and development activities. At 31 December 2025, the Group held cash of £599,567. During the period the Group raised £1,231,500 in August 2025 and a further £450,000 through a subscription from RAB Capital in October 2025 (shares issued January 2026). Post period end, in February 2026 the Group raised a further £2,000,000 through a subscription from a prominent international investor.

 

The forecast indicates that additional funding may be required in late 2026 or early 2027 to meet ongoing liabilities as they fall due and to continue planned development activities. The Directors are pursuing funding initiatives including Project Development Funding from the DFC (the US International Development Finance Corporation) and have demonstrated the Group's ability to raise capital through multiple successful fundraisings since completion of the RTO in March 2025. Should funding not be secured as anticipated, mitigating actions including cost reductions and expenditure deferrals have been identified.

 

The forecast considers expected corporate administration and listing costs, planned development activities in Madagascar, and known obligations including the loan note liability (outstanding principal and accrued interest of £779,682 at 31 December 2025).

 

Positive developments supporting the Directors' assessment include: completion of the Pre-Feasibility Study (January 2026, post-period) demonstrating strong project economics; the RAB Capital investment and February 2026 subscription evidencing continued investor support; appointment of Marex and SP Angel as advisers (January 2026); and the lifting of Madagascar's mining permit moratorium (January 2026).

 

While these matters represent a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern, the Directors have a reasonable expectation that the Company and the Group will secure the necessary funding for the foreseeable future and will be able to meet their ongoing liabilities as they fall due for at least twelve months from the date of approval of these Consolidated Interim Financial Statements. The Directors have therefore concluded that it is appropriate to prepare the interim financial statements on a going concern basis.

 

2.6 Future changes in accounting policies

 

The Directors have reviewed the IFRS standards in issue which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Group.

 

2.7 Segment reporting and cyclicality

 

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

 

The Directors are of the opinion that the Group is engaged in a single segment of business being the development of the 100% owned Ampasindava Rare Earth Element (REE) Project (the "Project") in Northern Madagascar.

 

The interim results for the six months ended 31 December 2025 are not necessarily indicative of the results to be expected for the full year ending 30 June 2026. Due to the nature of the entity, the operations are not affected by seasonal variations at this stage.

 

 

3. Critical accounting estimates and judgments

 

In preparing the condensed consolidated interim financial statements, the Directors are required to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Accounting estimates and assumptions are made concerning the future and, by their nature, may not accurately reflect the related actual outcome. There are no key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

 

3.1 Going concern

 

In their assessment of going concern, the Directors have reviewed the Group's ongoing activities including its future intentions in respect of capital fund raising and the risks involved in the development of the Project. The Directors were required to make estimates and judgements over future cash flows and funding. For further information about the Group's going concern, please see note 2.5.

 

3.2 Impairment of non-current assets - exploration and evaluation costs

 

Exploration and evaluation costs have a carrying value as at 31 December 2025 of £1,659,037 (2024: £1,821,553). The Directors have assessed the asset for impairment in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources and concluded that no impairment is required. No indicators of impairment have been identified.

 

The Ampasindava Project's exploration licence remains valid and is in the process of being converted to an exploitation licence. The Group has detailed plans for continued development expenditure including the Pre-Feasibility Study (completed January 2026, post-period) and a planned Proof of Concept demonstration plant.

 

The PFS confirmed strong project economics with a post-tax NPV of US$249.6 million, demonstrating that the carrying amount is recoverable. An updated JORC 2012 compliant Mineral Resource Estimate supports the Project's technical viability.

 

3.3 Share-based payments

 

During the period the Company issued warrants. The valuation of these involved making a number of critical estimates relating to the price volatility, expected life of the warrants and options, and interest rates.

 

The expense charged to the Condensed Consolidated Statement of Comprehensive Income during the period was £2,301,900 and relates to:

 

i) warrants expense of £467,548 (2024: £Nil);

ii) share options expense of £123,459 (2024: £Nil);

iii) the fair value expense of the performance fees, to be issued on the success of converting the exploration licence to an exploitation licence, of £981,333 (2024: £Nil); and

iv) the fair value expense of the 66,666,666 performance shares, issued for the successful acquisition of 100% ownership of the Ampasindava Project, of £729,560 (2024: £Nil).

 

As at 31 December 2025, 66,666,666 performance shares remain unissued. These are conditional upon the conversion of the existing exploration license to an exploitation licence and have been recognised as a share-based payment expense in accordance with IFRS 2 based on their estimated fair value expense and probability of vesting.

 

 

4. Administrative fee and other expenses

 

6 month period ended

31 December 2025

(Unaudited)

6 month period ended

31 December 2024

(Unaudited)

12 month period ended

30 June 2025

(Audited)

 

£

£

£

Share based payment expense

2,178,441

58,884

1,809,107

Directors' remuneration (note 5)

180,282

112,386

229,234

Professional fees

218,609

60,962

551,315

Audit fees

140,590

1,550

84,441

Share options and warrants expense

123,459

-

316,113

Administration fees

109,013

17,455

63,826

Investor relations

52,917

27,800

65,041

Wages and salaries

44,281

-

-

Travel and entertainment

31,993

-

-

Marketing

19,863

-

10,986

CFO and Company Secretary

10,278

19,970

39,304

Sundry expenses

3,688

2,890

21,932

Failed RTO costs

-

-

124,740

Exchange rate variance

(43,239)

-

14,715

Total

3,070,175

301,897

3,330,754

 

The share based payment expense includes:

 

i) £179,548 for the fair value expense of the 40,000,000 performance warrants issued to Ivan Murphy and Paul Richards at 31 December 2025;

ii) £288,000 for the fair value expense of the 40,000,000 fee warrants issued to Ivan Murphy and Paul Richards for their services during the successful placing in early August 2025;

iii) £729,560 expense for the 66,666,666 performance shares issued as a result of obtaining 100% ownership of the Ampasindava Project; and

iv) £981,333 for the fair value expense of the remaining 66,666,666 performance shares to be issued once the exploitation licence has been obtained.

 

 

5. Directors' remuneration

 

 

6 month period ended

31 December 2025

(Unaudited)

6 month period ended

31 December 20241

(Unaudited)

12 month period ended

30 June 20252

(Audited)

 

£

£

£

Ivan Bowen Murphy

51,000

-

-

Andrew Paul Richards

11,700

-

-

Allan Ewald Mulligan

57,533

15,361

46,440

Stephen Robert Weir

6,158

-

1,500

Timothy Morrison

-

4,096

4,030

Cameron Pearce

30,000

18,000

42,000

Sam Delevan Quinn

23,891

-

4,984

Daniel Rootes

-

3,000

5,826

Winton Willesee

-

3,000

5,000

Joseph Charles Belladonna

-

79,494

143,347

Phillipa Legatt

-

13,434

19,933

Total

180,282

136,385

273,060

 

1. Cameron Pearce, Daniel Rootes and Winton Willesee's directors' fees relate to their directorships in Harena Rare Earths PLC for the six-month period ended 31 December 2024. They were not directors of Harena Resources Pty Ltd, and therefore make up the difference from note 4.

 

2. The figures reported in the period ended 30 June 2025 column represent director's remuneration for the Harena Rare Earths PLC's 14-month reporting period and Harena Australia Pty Ltd.'s 12-month reporting period. The Directors consider that this presentation provides the most meaningful comparison across the periods presented.

 

During the period ended 31 December 2025, Paul Richards and Ivan Murphy were issued 12,000,000 and 28,000,000 fee warrants, respectively, for their services contributing to the successful fund raising during the share placing in early August 2025. £86,400 and £201,600, respectively, has been recognised in share based payments for the value of these warrants.

 

Cameron Pearce and Sam Quinn's directors' fees for the period are made up of the below:

 

 

Cameron Pearce

£

Sam Quinn

£

Directors' fees to 31 July 2025

3,000

1,500

Settlement costs as a result of contract termination

27,000

19,500

Total

30,000

21,000

 

 

6. Other intangible assets

 

For the period ended 31 December 2025 intangible assets represent capitalised costs associated with the exploration, and evaluation of mineral resources of the Ampasindava Ionic Clay Rare Earth Project, the Group's only project.

Exploration and evaluation assets

£

Cost and carrying value as at 30 June 2024 (Audited)

1,905,744

Additions

35,949

Exchange difference

(120,140)

Cost and carrying value as at 31 December 2024 (Unaudited)

1,821,553

Additions

115,688

Exchange difference

(61,473)

Cost and carrying value as at 30 June 2025 (Audited)

1,875,768

Additions

45,077

Exchange differences

(261,808)

Cost and carrying value at 31 December 2025 (Unaudited)

1,659,037

The exploration and evaluation assets included above are in respect of the Ampasindava Project only.

 

7. Loss per share

 

The calculation of the basic and diluted loss per share is based on the following data:

 

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

30 June

2025

(Audited)

Earnings

Loss from continuing operations for the period attributable to the equity holders of the Company (£)

(3,160,526)

(656,429)

(14,138,511)

Number of shares

Weighted average number of ordinary shares for the purpose of basic and diluted loss per share

186,471,311

114,745,924

131,157,795

Basic and diluted loss per share (pence)

(1.69)

(0.57)

(10.78)

 

 

Fully diluted share capital

 

The Company has issued the following Warrants, Options and Performance Shares which may dilute the shareholders in the future. Due to the loss in the period the share warrants, share options and performance shares are anti-dilutive.

 

Share-based payment

Maximum ordinary shares that may be issued under each instrument

Share warrants

174,861,185

Share options

31,300,000

Performance shares

66,666,666

RAB Capital shares

30,000,000

Shares in issue at reporting date (note 11)

562,651,018

Fully diluted share capital

865,478,869

 

 

8. Trade and other receivables

 

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

30 June 2025

(Audited)

 

£

£

£

Prepayments

99,866

34,951

177,283

Other receivables

17,961

10,282

19,006

Total

117,827

45,233

196,289

 

 

9. Trade and other payables

 

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

30 June 2025

(Audited)

 

£

£

£

Trade payables

398,127

1,471,192

421,444

Cash received in advance

450,000

-

-

Accruals

79,712

16,207

190,870

Total

927,839

1,487,399

612,314

 

The cash received in advance figure represents £450,000 invested by RAB Capital Limited for the subscription of 30,000,000 ordinary shares at £0.015 per share, subject to the following conditions:

 

i) the Prospectus Instrument 2025 (FCA 2025/30) and resulting revocation of the Prospectus Regulation Rules sourcebook and implementation of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook; and

ii) the shareholders of the Company passing the necessary resolution to grant the Directors sufficient authority to allot the subscription shares. This resolution was passed at the AGM on 3 December 2025.

 

These shares were issued to RAB Capital in January 2026.

 

 

10. Non-current liabilities

 

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

30 June 2025

(Audited)

 

£

£

£

Loan note liability

635,682

-

572,937

Convertible loan notes

-

2,471,406

-

Total

635,682

2,471,406

572,937

 

Interest payable and accrued on the loan note liability for the period ended 31 December 2025 was £24,950 (2024: £Nil) and line fees payable and accrued on the loan note liability for the period ended 31 December 2025 was £12,230 (2024: £Nil).

 

The actual interest and line fee repaid during the period ended 31 December 2025 was £62,038 (2024: £Nil).

 

 

11. Share capital

 

Number of shares issued

Share

capital

Share premium

Total share capital

 

 

£

£

£

At 30 June 2024

110,583,333

548,538

-

548,538

Shares issued during the period

8,416,667

133,130

-

133,130

Exchange differences on translation of foreign operations

-

(70,923)

-

(70,923)

At 31 December 2024

119,000,000

610,745

-

610,745

Reverse acquisition adjustments

(75,750,000)

(394,495)

921,797

527,302

Shares issued during the period

370,634,352

1,817,172

8,745,700

10,562,872

Share issue costs

-

-

(12,500)

(12,500)

Fair value adjustment of unallocated shares

-

-

(35,940)

(35,940)

At 30 June 2025

413,884,352

2,033,422

9,619,057

11,652,479

Prior period restatement

-

-

(8,333,333)

(8,333,333)

Restated at 30 June 2025 (note 12)

413,884,352

2,033,422

1,285,724

3,319,146

Shares issued during the period

148,766,666

743,833

2,487,667

3,231,500

Share issue costs

-

-

(150,440)

(150,440)

At 31 December 2025

562,651,018

2,777,255

3,622,951

6,400,206

 

The total number of shares the Company is authorised to issue is 1,064,639,282.

 

During the six-month period ended 31 December 2025, the Company issued 82,100,000 ordinary shares at £0.015 in a placement issue in early August 2025, resulting in a capital raise of £1,231,500. At the end of August 2025, the Company obtained 100% ownership of the Ampasindava Project resulting in the issue of 66,666,666 performance shares at £0.03.

 

All expenses debited to the share premium account are related to expenses and commission on the issue of shares.

 

 

12. Prior period restatement

 

During the period ended 31 December 2025, the Company identified an error in the presentation of equity arising from the reverse acquisition completed in March 2025 and reported in the year ended 30 June 2025 financial statements. The error arose because the premium on issue of the consideration shares, issued in connection with the acquisition of Harena Resources Pty Ltd, were incorrectly classified as share premium. Under section 612 of the Companies Act 2006, the premium arising on the issue of consideration shares, in a reverse acquisition, must be recorded in a separate merger reserve, not in share premium.

 

The error resulted in an overstatement of share premium and a corresponding understatement of the merger reserve. This correction affects only the presentation within equity and does not impact total equity, profit for the year, loss per share, or cash flows.

 

In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Company has restated comparative information retrospectively by reallocating £8,333,333 from share premium to the merger reserve.

 

 

Impact on Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity:

 

As previously reported

Adjustment

Restated 30 June 2025

 

£

£

£

Share premium

9,619,058

(8,333,333)

1,285,724

Merger reserve

-

8,333,333

8,333,333

Total equity

915,231

-

915,231

 

A third Consolidated Balance Sheet is not required under IAS 1: Presentation of Financial Statements because the correction does not affect the financial year ended 31 December 2024 opening balance sheet.

 

 

13. Related party transactions

 

Details of Director's remuneration transactions are disclosed in note 5.

 

The following transactions occurred with related parties:

 

Period ended

31 December 2025

(Unaudited)

Period ended

31 December 2024

(Unaudited)

Year ended

30 June

2025

(Audited)

 

£

£

£

Directors fees paid to Marylebone Capital Ltd, a company controlled by Ivan Bowen Murphy, provides directors services

51,000

-

-

 

 

 

 

Fair value expense of fee and performance warrants issued to Marylebone Capital Ltd, a company controlled by Ivan Bowen Murphy, provides directors services

327,284

-

-

 

 

 

 

Directors fee paid to Jesty Capital LLP, a company controlled by Andrew Paul Richards, provides directors services

11,700

-

-

 

 

 

 

Fair value expense of fee and performance warrants issued to Jesty Capital LLP, a company controlled by Andrew Paul Richards, provides directors services

140,264

-

-

 

 

 

 

Directors fees paid to Elev8 Pty Ltd, a company controlled by Allan Ewald Mulligan, provides directors services

-

15,361

46,440

 

 

 

 

Directors fees paid to Bloomgold Investment Pty Ltd, a company controlled by Timothy Morrison, provides director services

-

4,096

4,030

 

 

 

 

Directors fees paid to Legate Consulting Pty Ltd, a company controlled by Phillipa Leggat, provides directors services

-

13,434

19,933

 

 

 

 

Consultancy fees paid to Lionshead Consultants Limited, a company controlled and owned by Sam Delevan Quinn, provided consultancy services

4,200

-

56,600

 

 

 

 

Fair value expense of share options issued to Lionshead Consultants Limited, a company controlled and owned by Sam Delevan Quinn, provided consultancy services

8,979

-

-

 

 

 

 

CFO and Company Secretary fees paid to Forest House Pty Ltd, a company owned and controlled by Jay Stephenson, provides CFO and company secretary services

10,278

19,970

84,500

 

 

 

 

Intercompany loan transactions from Harena Rare Earths PLC to Harena Resources Pty Ltd

1,424,924

-

1,039,627

 

 

 

 

 

 

 

 

 

Interest accrued on the intercompany loan between Harena Rare Earths PLC and Harena Resources Pty Ltd

44,871

-

9,930

 

Included in the six-month period ended 31 December 2025 trade and other payables balance, were the following outstanding amounts due to related parties:

 

 

31 December 2025

(Unaudited)

31 December 2024

(Unaudited)

 30 June 2025

(Audited)

 

£

£

£

Stephen Robert Weir

7,500

-

 18,000

Sam Delevan Quinn

-

-

 4,984

Lionshead Consultants Limited

7,400

-

 7,200

Winton Willesee

-

-

 5,826

Bloomgold Investment Pty Ltd

-

5,493

-

Elev8 Pty Ltd

-

24,859

-

Forest House Pty Ltd (Jay Stephenson)

36,320

 26,081

 34,871

Legate Consulting Pty Ltd (Phillipa Leggat)

-

18,130

 14,894

 

 

14. Events after the reporting date

 

The following events occurred after 31 December 2025:

 

Appointments (8 January 2026): The Company appointed Jack Allardyce as Interim CFO, Marex Financial Limited as Corporate Adviser, and SP Angel Corporate Finance LLP as Joint Broker.

 

Completion of RAB Capital Investment (16 January 2026): Following the new Prospectus Rules coming into effect the Company issued the shares associated with the £450,000 investment from RAB Capital. This increased RAB Capital's shareholding to approximately 9.8% of the Company's issued share capital.

 

Completion of Pre-Feasibility Study ("PFS") (26 January 2026): The Company announced completion of the PFS with post-tax Net Present Value at 10% discount rate of US$249.6 million, post-tax IRR of 30%, and 4-year payback period, confirming robust project economics.

 

Mining Permit Moratorium Lifted (30 January 2026): The Government of Madagascar lifted its 16-year moratorium on mining permits.

 

Conditional Subscription to raise £2,000,000 (18 February 2026): The Company raised gross proceeds of £2,000,000 through a direct subscription for 90,909,090 new ordinary shares at £0.022 per share, which completed on 24 February 2026.

 

Exclusivity Agreement to Acquire U.S. Rare Earth and Uranium Permits (16 March 2026): The Company entered into an Exclusivity Agreement to evaluate the acquisition of a 100% interest in Paradigm Critical Minerals Limited, the owner of heavy rare earth and uranium exploration assets. At this stage there is no certainty that the Company will enter into a definitive agreement as the transaction remains subject to satisfactory completion of due diligence, internal approvals and the negotiation and execution of definitive documentation.

 

 

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