30 October 2025
Harena Rare Earths Plc (formerly Harena Resources Plc)
("Harena" or the "Company")
Annual Results and Notice of AGM
Harena Rare Earths Plc (LSE: HREE), the rare earths company focused on the Ampasindava ionic clay rare earth project in Madagascar (the "Ampasindava Project"), announces its audited results for the 14-month period ended 30 June 2025 ("FY 2025") and gives notice of its 2025 Annual General Meeting (the "AGM").
On 27 October 2025 the Company changed its name from Harena Resources Plc to Harena Rare Earths Plc. Trading in the Company's shares under the new name will take effect on the Main Market of the London Stock Exchange from 8.00 a.m. on 31 October 2025.
NOTICE OF AGM
The AGM will be held at the offices of Allenby Capital Limited, 5th floor, 5 St. Helen's Place, London, EC3A 6AB at 11:30 a.m. GMT on 4 December 2025.
A copy of the report and accounts for FY 2025, the Notice of AGM and related forms of proxy will be posted to shareholders shortly and will also be available on the Company's website at https://harenaresources.com/ and will also be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
| Harena Rare Earths Plc Ivan Murphy, Executive Chairman Allan Mulligan, Executive Technical Director
|
+44 (0)20 7770 6424
|
|
Allenby Capital Limited - Financial Adviser & Broker Jeremy Porter / Vivek Bhardwaj (Corporate Finance) Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)
|
+44 (0)20 3328 5656 |
| Celicourt Communications - Public Relations Mark Antelme / Charles Denley-Myerson | +44 (0)20 7770 6424 harena@celicourt.uk |
Notes to editors
Harena (www.harenaresources.com) is a rare earths exploration and development company focused on the Ampasindava Ionic Clay Rare Earth Project in Madagascar (Harena's interest is 100%). The project hosts one of the largest ionic clay rare earth deposits outside of China, with significant concentrations of high-value magnet metals, specifically heavy rare earths, including neodymium (Nd), dysprosium (Dy), and praseodymium (Pr), which are critical for the composition of neodymium magnets (NdFeB). Harena is committed to low-impact, high recovery mining, providing a sustainable supply of critical minerals for the global energy transition and military defence industries as well as meeting the ever-growing demand for NdFeB from the robotics sector.
CHAIRMAN'S STATEMENT
It gives me great pleasure to present this year's Annual Report and Accounts for Harena Rare Earths PLC, marking a period of substantial progress and growing momentum as we advance the Ampasindava Ionic Clay Rare Earth Project (the "Project") in Madagascar towards production.
2025 has been a transformative year for the Company. In February 2025 the Company completed the acquisition of Harena Resources Pty Ltd, the owner of the Project and changed its name to Harena Resources PLC. On 27 October 2025 the Company changed its name from Harena Resources PLC to Harena Rare Earths PLC.
Since then, we have advanced our globally significant 606,000 tonne TREO JORC-compliant resource, which includes a premium mix of heavy rare earth elements such as dysprosium, terbium, neodymium, and praseodymium, all critical to the world's transition to clean energy, high-performance technologies, and advanced defence systems.
Our Project is not an exploration play; it is a true mining project with a clear development pathway. Following the completion of baseline metallurgical test work and our Pre-Feasibility Study scheduled for November 2025, we will move quickly into a Feasibility Study in early 2026. This will support the conversion of our mining licence application, expected in 2026, as we continue our active and constructive engagement with the Malagasy government and local stakeholders.
A particularly important milestone in this period has been the strong financial support we have secured from leading institutions in both the UK and the US, including Wexford Capital, Fondren LLP, and RAB Capital. As a result of these fundings, Harena is now financially secure to meet its near-term costs, giving us the confidence and stability to accelerate the Project on its path towards production.
In July 2025, the Company successfully completed a £1,231,500 institutional placing to advance the Project, receiving strong support from both new and existing investors and enabling progress on the Pre‑Feasibility Study, environmental workstreams, and early-stage development activities.
Subsequently, in October 2025, the Company announced a further £450,000 strategic investment from RAB Capital and associates, increasing RAB's shareholding to approximately 9%, via a convertible loan agreement where the shares cannot be issued until January 2026. Led by Philip Richards, one of London's most respected and long‑standing mining investors, RAB Capital has a distinguished track record of identifying value and supporting growth in the mining sector. This additional investment represents a strong endorsement of our strategy and provides further financial strength as we continue to advance our world-class ionic clay rare earth project toward production.
Harena occupies a truly unique position in the market. We are the only pure ionic clay rare earth company listed on the London Stock Exchange, offering one of the very few large-scale ionic clay deposits outside China. This positions us as a vital strategic partner in strengthening resilient, transparent, and geopolitically neutral supply chains for critical rare earth elements.
The U.S. Government has made clear its determination to secure critical mineral supply chains and reduce reliance on China for rare earth elements. Harena is exceptionally well placed to be part of this solution, with a development-ready, ex-China ionic clay deposit that can deliver the heavy rare earths essential for defence, energy, and technology applications. It is our stated strategy to increase our engagement with U.S. government agencies as we move towards production.
In line with this strategy, we are also advancing an OTC cross-trade of our shares in the United States. This represents the first step in opening access to U.S. capital markets and enabling American investors to participate directly in the Group's growth, while continuing to trade on the London Stock Exchange.
Looking ahead, we expect 2026 to be another pivotal year. Completion of our Feasibility Study, the expected upgrade of our licence, and ongoing progress with our government and community partnerships will continue to de-risk and advance the Project. From 2027 onwards, we will transition towards project financing, construction, and ultimately, first concentrate shipments targeted for 2028.
On behalf of the Board, I would like to thank our shareholders, partners, and stakeholders for their continued support. With the financial backing now in place, a globally significant resource, and a motivated and experienced management team, Harena is exceptionally well positioned to deliver long-term value and to play a crucial role in securing the future of critical mineral supply chains.
Ivan James Bowen Murphy
Executive Chairman
30 October 2025
FINANCIAL STATEMENTS (THE NOTES ARE AVAILABLE IN THE REPORT AND ACCOUNTS FOR FY 2025)
Consolidated Statement of Comprehensive Income for the period ended 30 June 2025
| | | Year ended 30 June 2025 | Year ended 30 June 2024 |
|
| Notes | £ | £ |
| | |
|
|
| Administrative fees and other expenses | 5 | (3,330,754) | (1,127,356) |
| Operating loss |
| (3,330,754) | (1,127,356) |
|
| | | |
| Finance income |
| 112 | 2,202 |
| Listing costs | 12 | (10,321,369) | - |
| Finance costs | 9 | (535,277) | (813,639) |
| Loss before tax |
| (14,187,288) | (1,938,793) |
|
|
|
|
|
| Income tax | 11 | - | - |
|
|
|
|
|
| Loss after tax for the year attributable to owners of the parent |
| (14,187,288) | (1,938,793) |
|
| | | |
| Other comprehensive income | | | |
| Items that may be reclassified to profit or loss: | | | |
| Exchange differences on translation of foreign operations | | 48,777 | (25,598) |
|
| | | |
| | | | |
| Total comprehensive loss for the year |
| (14,138,511) | (1,964,391) |
|
| |
|
|
| Total comprehensive loss attributable to owners of Harena Rare Earths PLC | | (14,138,511) | (1,964,391) |
| Total comprehensive loss attributable to non-controlling interests | | - | - |
| Total comprehensive loss for the period |
| (14,138,511) | (1,964,391) |
|
|
|
|
|
| Basic and diluted loss per share (pence) | 15 | (10.78) | (1.65) |
Consolidated Statement of Financial Position as at 30 June 2025
| | Notes | 30 June 2025 | 30 June 2024 |
| | | £ | £ |
|
| |
|
|
| Non-current assets | |
| |
| Other intangible asset | 14 | 1,875,768 | 1,905,744 |
| Total non-current assets | | 1,875,768 | 1,905,744 |
| | |
| |
| Current assets | |
|
|
| Trade and other receivables | 18 | 196,289 | 40,926 |
| Cash and cash equivalents | | 28,425 | 45,442 |
| Total current assets | | 224,714 | 86,368 |
|
| |
| |
| Total assets | | 2,100,482 | 1,992,112 |
| | |
| |
| Current liabilities | |
| |
| Trade and other payables | 19 | 612,314 | 986,111 |
| Total current liabilities | | 612,314 | 986,111 |
|
| |
| |
| Non-current liabilities | |
| |
| Loan note liability | 20 | 572,937 | - |
| Convertible loan note | 20 | - | 2,637,200 |
| Total non-current liabilities | | 572,937 | 2,637,200 |
| | |
| |
| Total liabilities | | 1,185,251 | 3,623,311 |
| | |
| |
| Net assets/(liabilities) | | 915,231 | (1,631,199) |
|
| |
| |
| Equity | |
| |
| Share capital | 21 | 2,033,422 | 548,538 |
| Share premium | 21 | 9,619,057 | - |
| Treasury shares | 21 | 36,000 | |
| Share option and warrant reserve | 22 | 922,324 | - |
| Share based payment reserve | 22 | 1,831,310 | - |
| Translation reserve | 21 | 23,179 | (25,598) |
| Retained earnings | | (6,284,822) | (2,637,950) |
| Reserve acquisition reserve | 21 | (7,611,916) | - |
| Non-controlling Interest | | 346,677 | 346,677 |
| Pre-acquisition reserve | | - | 137,134 |
| Total equity | | 915,231 | (1,631,199) |
The financial statements were approved and authorised for issue by the Board of Directors on 30 October 2025 and were signed on its behalf by:
Ivan James Bowen Murphy Andrew Paul Richards
Executive Chairman Non-Executive Director
Company Registration No.12557958
Company Statement of Financial Position as at 30 June 2025
| | Notes | 30 June 2025 | 30 June 2024 |
| | | £ | £ |
|
| |
|
|
| Non-current assets | |
| |
| Investment in subsidiary | 16 | 10,000,000 | - |
| Loan to subsidiary | 17 | 1,049,556 | - |
| Total non-current assets | | 11,049,556 | - |
|
| |
| |
| Current assets | |
|
|
| Trade and other receivables | 18 | 168,816 | 8,520 |
| Cash and cash equivalents | | 1,991 | 33,971 |
| Total current assets | | 170,807 | 42,491 |
|
| |
| |
| Total assets | | 11,220,363 | 42,491 |
|
| |
| |
| Current liabilities | |
| |
| Trade and other payables | 19 | 281,328 | 141,636 |
| Total current liabilities | | 281,328 | 141,636 |
|
| |
| |
| Non-current liabilities | |
| |
| Loan note liability | 20 | 608,725 | - |
| Total non-current liabilities | | 608,725 | - |
| | |
| |
| Total liabilities | | 890,053 | 141,636 |
| | |
| |
| Net assets/(liabilities) | | 10,330,310 | (99,145) |
|
| |
| |
| Equity | |
| |
| Share capital | 21 | 2,033,422 | 216,250 |
| Share premium | 21 | 9,619,057 | 921,797 |
| Treasury shares | 21 | 36,000 | - |
| Share option and warrant reserve | 22 | 989,127 | 17,422 |
| Share based payment | 22 | 1,831,310 | - |
| Retained earnings | | (4,178,606) | (1,254,614) |
| Total equity | | 10,330,310 | (99,145) |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Company for the year was £2,941,414 (2024: loss of £392,022).
The financial statements were approved and authorised for issue by the Board of Directors on 30 October 2025 and were signed on its behalf by:
Ivan James Bowen Murphy Andrew Paul Richards
Executive Chairman Non-Executive Director
Company Registration No.12557958
Consolidated Statement of Changes in Equity for the year ended 30 June 2025
| | Share capital | Share premium | Treasury shares | Share option & warrant reserve | Share based payment reserve | Translation reserve | Reverse acquisition reserve | Pre-acquisition reserve
| Retained earnings | Total Equity of owners | Non-controlling interest | Total equity |
|
| £ | £ | £ | £ | £ | £ | £ | £ | £ | £ | £ | £ |
| Balance as at 30 June 2023 | 548,538 | - | - | - | - | - | - | 63,293 | (699,157) | (87,326) | 346,677 | 259,351 |
|
| | | | | | | | | | | |
|
| Loss for the period | - | - | - | - | - | - | - | - | (1,938,793) | (1,938,793) | - | (1,938,793) |
| Exchange differences on translation of foreign operations | - | - | | - | - | (25,598) | - | - | - | (25,598) | - | (25,598) |
| Total comprehensive loss | - | - | - | - | - | (25,598) | - | - | (1,938,793) | (1,964,391) | - | (1,964,391) |
| Issue of performance rights | - | - | - | - | - | - | - | 73,841 | - | 73,841 | - | 73,841 |
| Balance as at 30 June 2024 | 548,538 | - | - | - | - | (25,598) | - | 137,134 | (2,637,950) | (1,977,876) | 346,677 | (1,631,199) |
|
|
|
|
|
| |
| |
|
|
|
|
|
| Loss for the period | - | - | - | - | - | - | - | - | (14,187,288) | (14,187,288) | - | (14,187,288) |
| Exchange differences on translation of foreign operations | - | - | - | - | - | 48,777 | - | - | - | 48,777 | - | 48,777 |
| Total comprehensive loss | - | - |
| - | - | 48,777 | - | - | (14,187,288) | (14,138,511) | - | (14,138,511) |
| | | | | | |
| | | | | | |
| Transactions with owners | | | | | |
| | | | | | |
| New shares issued (note 21) | 1,817,172 | 8,745,700 | 36,000 | - | - | - | - | - | - | 10,598,872 | - | 10,598,872 |
| FV adjustment (note 21) | - | (35,940) | - | - | - | - | - | - | - | (35,940) | - | (35,940) |
| Share issue costs (note 21) | - | (12,500) | - | - | - | - | - | - | - | (12,500) | - | (12,500) |
| Share based payment charge (note 22) | - | - | - | 922,324 | 1,831,310 | - | - | - | - | 2,753,634 | - | 2,753,634 |
| Settlement of subsidiary loan notes | - | - | - | - | - | - | - | 3,044,105 | - | 3,044,105 | - | 3,044,105 |
| Reverse acquisition adjustments | (332,288) | 921,797 | - | - | - | - | (7,611,916) | (3,181,239) | 10,540,416 | 336,770 | - | 336,770 |
| Total transactions with owners | 1,484,884 | 9,619,057 | 36,000 | 922,324 | 1,831,310 | - | (7,611,916) | (137,134) | 10,540,416 | 16,684,941 | - | 16,684,941 |
| Balance as at 30 June 2025 | 2,033,422 | 9,619,057 | 36,000 | 922,324 | 1,831,310 | 23,179 | (7,611,916) | - | (6,284,822) | 568,554 | 346,677 | 915,231 |
The nature of the share option and warrant reserve, share base payment reserve, translation reserve and reverse acquisition reserves are described in note 21.
Company Statement of Changes in Equity for the period ended 30 June 2025
| | Share capital | Share premium |
Treasury shares | Share option & warrant reserve | Share based payment reserve | Retained earnings | Total equity |
|
| £ | £ | £ | £ | £ | £ | £ |
| Balance as at 30 April 2023 | 216,250 | 921,797 | - | 17,422 | - | (862,592) | 292,877 |
|
| | | | | | |
|
| Loss for the period | - | - | - | - | - | (392,022) | (392,022) |
| Total comprehensive loss | - | - | - | - | - | (392,022) | (392,022) |
|
| | | | | | | |
| Balance as at 30 April 2024 | 216,250 | 921,797 | - | 17,422 | - | (1,254,614) | (99,145) |
|
|
|
|
|
|
|
|
|
| Loss for the period | - | - | - | - | - | (2,941,414) | (2,941,414) |
| Total comprehensive income | - | - | - | - | - | (2,941,414) | (2,941,414) |
|
|
|
|
|
|
|
|
|
| Transactions with owners |
|
|
|
|
|
|
|
| New shares issued (note 21) | 1,817,172 | 8,745,700 | 36,000 | - | - | - | 10,598,872 |
| FV adjustment (note 21) | | (35,940) | - | | | | (35,940) |
| Share issue costs (note 21) | - | (12,500) | - | - | - | - | (12,500) |
| Share based payment charge (note 22) | - | - | - | 989,127 | 1,831,310 | - | 2,820,437 |
| Lapsed warrants | - | - | - | (17,422) | - | 17,422 | - |
| Total transaction with owners | 1,817,172 | 8,697,260 | 36,000 | 971,705 | 1,831,310 | 17,422 | 13,370,869 |
| | | | | | | |
|
|
| | | | | | |
|
| Balance as at 30 June 2025 | 2,033,422 | 9,619,057 | 36,000 | 989,127 | 1,831,310 | (4,178,606) | 10,330,310 |
Consolidated Statement of Cash Flows for the year ended 30 June 2025
| | Notes | Year ended 30 June 2025 | Year ended 30 June 2024 |
|
| | £ | £ |
| Operating activities |
|
|
|
| Loss after tax | | (14,187,288) | (1,938,793) |
| Adjustments for: | | | |
| Finance costs | 9 | 535,277 | 785,732 |
| Share based payment expense | 22 | 2,125,220 | 179,596 |
| Listing costs | | 10,321,369 | - |
| Share capital issued in exchange for costs | | 1,119,030 | - |
| Changes in working capital: | | | |
| (Increase)/decrease in trade and other receivables | 18 | (155,363) | 155,700 |
| Increase in trade and other payables | 19 | 19,352 | 72,985 |
| Net cash outflow from operating activities |
| (222,403) | (744,780) |
| | | | |
| Cash flow from investing activities | | | |
| Investment in exploration assets | 14 | (151,637) | (198,623) |
| Net cash outflow from investing activities | | (151,637) | (198,623) |
|
| |
|
|
| Cash flow from financing activities | | | |
| Proceeds from shares issued | 21 | 80,311 | - |
| Finance costs | 9 | (524,790) | (312,258) |
| Convertible loan notes issued | | - | 1,059,353 |
| Convertible loan notes redeemed | | - | (575,226) |
| Loan note proceeds | 20 | 752,725 | - |
| Net cash inflow from financing activities | | 308,246 | 171,869 |
|
| |
|
|
| Decrease in cash and cash equivalents | | (65,794) | (771,534) |
| | |
|
|
| Cash and cash equivalents as at the beginning of the period | | 45,442 | 816,384 |
| Foreign exchange on cash and cash equivalent | | 48,777 | 592 |
| Cash and cash equivalents at the end of period | | 28,425 | 45,442 |
| Net debt reconciliation | Cash at bank and in hand | Loan note liability | Convertible loan note | Total |
| | £ | £ | £ | £ |
| At 1 July 2023 | 816,384 | - | (2,146,681) | (1,330,297) |
| Cash flows | (771,534) | - | (484,127) | (1,255,661) |
| Non-cash charges | 592 | - | (6,392) | (5,800) |
| As 30 June 2024 | 45,442 | - | (2,637,200) | (2,591,758) |
|
|
|
|
|
|
| As 1 July 2024 | 45,442 | - | (2,637,200) | (2,591,758) |
| Cash flows | (65,794) | - | - | (65,794) |
| Non-cash charges | 48,777 | (572,937) | 2,637,200 | 2,113,040 |
| As 30 June 2025 | 28,425 | (572,937) | - | (544,512) |
During the year, the Company issued share options and warrants. These transactions did not involve any cash outflows and are therefore excluded from the statement of cash flows. The fair value of the share-based payments is disclosed in note 22.
Company Statement of Cash Flows for the period ended 30 June 2025
|
| Notes | Period ended 30 June 2025 | Year ended 30 April 2024 |
|
| | £ | £ |
| Operating activities |
|
|
|
| Loss after tax | | (2,941,414) | (392,022) |
| Adjustments for: | | | |
| Impairment of loan | | - | 249,341 |
| Share based payment expense | 22 | 2,132,655 | - |
| Share capital issued in exchange for costs | | 577,751 | - |
| | | | |
| Changes in working capital | | | |
| Decrease in trade and other receivables | 18 | (160,297) | (520) |
| Increase in trade and other payables | 19 | 319,325 | 22,414 |
| Net cash outflow from operating activities |
| (71,980) | (120,787) |
| | | | |
| Cash flow from financing activities | | | |
| Proceeds from shares issued | 21 | 40,000 | - |
| Net cash inflow from financing activities | | 40,000 | - |
| | |
| |
| | | | |
| Decrease in cash and cash equivalents | | (31,980) | (120,787) |
| | |
|
|
| Cash and cash equivalents as at the beginning of the period | | 33,971 | 154,758 |
| | | | |
| Cash and cash equivalents at the end of period | | 1,991 | 33,971 |
|
|
|
|
|
During the year, the Company issued share options and warrants. These transactions did not involve any cash outflows and are therefore excluded from the statement of cash flows. The fair value of the share-based payments is disclosed in note 22.
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