TIDMRBW

RNS Number : 4913Q

Rainbow Rare Earths Limited

28 October 2021

Rainbow Rare Earths Limited

("Rainbow" or the "Company")

(LSE: RBW)

28 October 2021

Preliminary Announcement of results for the year ended 30 June 2021

Rainbow Rare Earths Ltd is pleased to announce its preliminary results for the year ended 30 June 2021 ("FY 2021").

The financial information in this release does not constitute the Financial Statements. The Group's Annual Report, which includes the audit report and audited Financial Statements for the year ended 30 June 2021, will be available on the Company's website at www.rainbowrareearths.com .

Highlights

-- As pressure continues to accelerate around the globe to reach the net-zero goals of the Paris Agreement, we believe Rainbow is well positioned to develop a responsible, independent, rare earths supply chain.

-- Strong and diversified demand for the rare earth elements required for use in permanent magnets, namely Neodymium and Praseodymium ("NdPr"), together with Dysprosium ("Dy") and Terbium ("Tb"), underpinned by key global macroeconomic trends.

-- Rainbow's rare earths basket prices for the Gakara project have risen 64% during FY 2021, significantly outstripping forecast price rises. The Phalaborwa basket is more highly geared to high value NdPr, with additional economic Dy and Tb credits, and has seen a 67% increase over FY 2021.

-- JORC (2012) compliant inferred mineral resource estimate at the Phalaborwa Project in South Africa of 38.3Mt at 0.43% total rare earth oxide ("TREO").

   --      Exclusive rare earths separation technology agreement signed with K-Technologies, Inc. 

-- Scope of preliminary economic assessment ("PEA") at Phalaborwa widened to include additional downstream processing step, aiming to deliver separated rare earth oxides directly from the proposed on-site Phalaborwa processing facility.

-- Exploration and trial mining operations at Gakara in Burundi placed on care and maintenance by the Government of Burundi in June 2021 following an initial export ban put in place in March 2021. Rainbow has focused on a steadfast approach to resolving issues in Burundi to recommence the positive contributions we make to the benefit of all our stakeholders through exploration and trial mining operations at Gakara.

-- Rainbow's Board has been further strengthened by the appointment of Ambassador J. Peter Pham as a Non-executive Director.

-- Strong shareholder support for the business, evidenced by two recent oversubscribed placings - the first in November 2020 to raise GBP2.56 million and the second completed post year end in October 2021 to raise GBP6.435 million. As substantial investment was made by TechMet, which counts the U.S. government as a major investor, in the second placement, alongside existing and new global institutional investors.

-- Continued strong safety performance: 0 lost time injuries ("LTIs") in FY 2021 (FY 2020: 0), with 1.1 million LTI-free hours worked since February 2019.

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Market Abuse Regulation (EU) No 596/2014 ("MAR") which has been incorporated into UK law by the European Union (Withdrawal) Act 2018 until the release of this announcement.

For further information, please contact

 
 Rainbow Rare                      George Bennett 
  Earths Ltd            Company     Pete Gardner        +27 82 652 8526 
 SP Angel Corporate                Ewan Leggat 
  Finance LLP           Broker      Charlie Bouverat    +44 (0) 20 3470 0470 
                       ---------  -------------------  -------------------------------------- 
 Flagstaff Strategic                Tim Thompson        +44 (0) 207 129 1474 
  and Investor                       Fergus Mellon       rainbowrareearths@flagstaffcomms.com 
  Communications 
                                   ------------------  -------------------------------------- 
 

Notes to Editors:

Rainbow's strategy is to become a globally-significant producer of rare earth metals. Nd/Pr are vital components of the strongest permanent magnets used for the motors and turbines driving the green technology revolution. Analysts are predicting demand for magnet rare earth oxides will grow substantially over the coming years, driven by increasing adoption of green technology, pushing the overall market for Nd/Pr into deficit.

The Phalaborwa Rare Earths Project, located in South Africa, comprises an Inferred Mineral Resource Estimate of 38.3Mt at 0.43% total rare earths oxides ("TREO") contained within gypsum tailings stacked in unconsolidated dumps derived from historic phosphate hard rock mining. High value Nd/Pr oxide represent 29.1% of the total contained rare earth oxides, with economic Dysprosium and Terbium oxide credits enhancing the overall value of the rare earth basket contained in the stacks. The rare earths are contained in chemical form in the gypsum dumps, which is expected to deliver a higher-value rare earth carbonate, with lower operating costs than a typical rare earth mineral project.

The Company's Gakara Project in Burundi has produced one of the highest-grade concentrates in the world (typically 54% TREO) through trial mining operations. The Gakara basket is weighted heavily towards Nd/Pr, which account for over approximately 19.5% of the contained TREO and 85% of the value of the concentrate.

Chairman's statement

This has been a transformative year for Rainbow, in which we have introduced the exciting, near-term growth opportunity presented by Phalaborwa to our portfolio. The signing of the co-development agreement for this project in South Africa in FY 2021 represented a step change in Rainbow's business model. Not only did it add diversification, but most importantly it provided the potential for us to participate in the downstream stage of rare earth oxide production. As pressure continues to accelerate around the globe to reach the net-zero goals of the Paris Agreement, we believe Rainbow is now well positioned to develop a responsible, independent, Western rare earths supply chain and become a significant producer of Neodymium and Praseodymium. This will enable our business to bridge some of the substantial expected global gap between current supply and mounting demand and provide the building blocks which are essential to the success of the green energy revolution.

Integral to low carbon technologies, the demand for rare earths, and more specifically NdPr, is increasing and we are therefore heavily focused on rapidly bringing the Phalaborwa Project into production. FY 2021 has seen a 78% increase in the price of NdPr oxide, which has continued to rise since the year-end. As the automotive industry continues to shift to electric vehicles and the demand for clean energy further accelerates, the outlook for NdPr becomes ever more compelling, with analysts predicting a fivefold increase in the value of global magnet rare earth oxide consumption by 2030. With rare earth supply still dominated by China, we see significant opportunities to provide an alternative source and are committed to producing the metals in a responsible manner. We believe that our Phalaborwa Project demonstrates this commitment well - by processing the existing gypsum stacks, our aim is to deliver a "green" rare earths project, removing existing environmental liability and redepositing clean, benign gypsum on a new stack.

The year has brought some challenges for the Company - both as a result of the ongoing global pandemic, but also more specifically, the interruptions we are experiencing in Burundi, with the Gakara exploration and trial mining operation on care and maintenance. However, we continue to engage effectively with Government stakeholders and are confident of reaching a resolution. Whilst the situation facing Rainbow in Burundi is disappointing, it has allowed our team to focus on the substantially larger opportunity presented for the near-term development of Phalaborwa, which we see as the immediate catalyst of Rainbow's business model. We remain committed to the positive contributions we are able to make as a Company within our countries of operation and communities through the payment of taxes and royalties, the provision of employment, local investment and the support of local supply chains.

Ensuring a strong governance framework for the business is a priority for Rainbow and we were delighted to further strengthen the Board during FY 2021 with the appointment of Ambassador J. Peter Pham. Peter brings a rich and detailed understanding of African political and economic issues, as well as insights and relationships across Africa and Washington. As the architect of efforts to reform and rebuild US relations with Burundi, Peter's insights will be invaluable to the Company.

On behalf of the Board of Directors, I would like to thank our management team, employees and contractors for their continued dedication to the Company, hard work and determination. I also wish to express gratitude to our shareholders, who have shown strong support for the business, as evidenced by two recent oversubscribed placings - the first in November 2020 to raise GBP2.56 million and the second completed post year end in October 2021 to raise GBP6.435 million.

This is a very exciting time for Rainbow as we drive forward with the development of Phalaborwa and I look forward to updating shareholders on further developments as we continue to drive value through the business.

CEO's statement

We have made significant progress with our strategy in FY 2021, which is testament to the commitment of our team in the light of the challenges we are all facing as a result of Covid-19. We have continued to prioritise the health and safety of our employees throughout the global pandemic and adopt a zero-harm policy in our operations, remaining focused on ensuring a safe working environment at all times. I am pleased to report that zero LTIs occurred at Gakara during 2021, leading to a lost time injury frequency rate ("LTIFR ") of 0.00 and a total period exceeding 1.1 million hours LTI-free pilot production since February 2019. This demonstrates our commitment to this fundamental aspect of the business, which we will aim to mirror at other operations going forward. Read more about health and safety in the 2021 Annual Report.

We believe that Phalaborwa provides us with a relatively unique opportunity for the rapid development of a low-capital and -operating cost, high-value rare earths processing facility. We therefore see this asset as the cornerstone of Rainbow's business in the near term and continue to assess similar assets to complement the portfolio.

We have long believed that the essence of Rainbow's business model would come from participating further in downstream processing in order to realise the full value of the underlying rare earth oxides for our stakeholders. Therefore, we have enlarged the scope of the PEA at Phalaborwa to now include an additional downstream processing step. The original flowsheet already planned to produce a mixed rare earth carbonate (rather than simply a mineral concentrate), due to the gypsum stacks being in a "cracked" chemical rather than mineral form. This removes the requirement that most global rare earth projects have of firstly producing a mineral concentrate before undertaking a complex and energy intensive "cracking" process.

In June, Rainbow released a maiden JORC (2012) compliant mineral resource estimate for Phalaborwa of 38.3Mt at 0.43% TREO, which exceeded original expectations of 35Mt from the gypsum stacks. Importantly, 29% of the total contained rare earth oxides comprise high-value NdPr oxide, the essential metals for permanent magnets powering the green revolution. In addition to this, we were pleased to see economic Dysprosium and Terbium oxide credits, which enhance the overall value of the rare earth basket contained in the stacks.

We were particularly excited by the highly positive initial test work results received from ANSTO Minerals, which were published in May and support our view that Phalaborwa can be developed as a low capital intensity project with operating costs near the bottom of the global rare earth cost curve. As this project entails the processing of gypsum waste residue resulting from historic phosphoric acid production, it carries significant environmental advantages, with anticipated lower energy and reagent requirements than a traditional rare earths project. As with Gakara, Phalaborwa benefits from the fact that the gypsum stacks contain low levels of radioactive elements, which are not expected to pose a problem in the processing circuit. All these factors combined confirm our belief that Phalaborwa represents a very exciting, environmentally sound, fast-track development opportunity for Rainbow.

The signing of our exclusive rare earths separation technology agreement with K-Technology in September represented another positive moment for the business. We believe that it provides Rainbow with a significant competitive advantage and that the intellectual property ("IP") is ideally suited to Phalaborwa, where it would enable us to focus on the separation of only the most valuable rare earth oxides within the basket. In addition to the anticipated capex and opex savings that could be achieved using this technology, when compared to a traditional separation circuit, it will enable Rainbow to participate efficiently in the downstream separation process, allowing us to capture the full rare earth oxide price for our material. We are also excited to be in a position to utilise the technology to secure an interest in other rare earth phosphogypsum opportunities in the region, where we believe tremendous value can be unlocked.

However, the year has not been without its complications. In April 2021, the Company received notification from the Government of Burundi of a temporary suspension on the export of concentrate from Gakara. Subsequently, shortly before year end, the Company received notification of a temporary suspension of exploration, trial mining and processing operations at Gakara. During this Government-mandated suspension, operating costs in Burundi have been minimised, with the vast majority of staff placed on suspension, such that the ongoing situation is not having a significant impact on the Company's cash flow forecasts. Whilst the exploration and trial mining operation remains on care and maintenance, we continue to take a steadfast approach to resolving these issues and recommencing the positive contributions we make in Burundi to the benefit of all our stakeholders.

We enhanced our senior project development team in 2021 through the appointments of Chris le Roux and Charles Graham who work closely with Rainbow's Technical Director, Dave Dodd. With their combined wealth of experience, they will be instrumental in the successful delivery of Phalaborwa.

Given its unique nature, it is our belief that Phalaborwa will be capable of reaching production of mixed rare earth carbonate faster than any other rare earth development project globally. Therefore, with continued strong progress being made at this project, coupled with the favourable supply/demand fundamentals in the rare earths market outlook, I remain confident that Rainbow is optimally positioned to become a globally-significant producer of rare earth metals, supplying the building blocks for the green revolution.

Operations report

Phalaborwa

Located in South Africa, Phalaborwa comprises two gypsum stacks which contain an inferred mineral resource estimate of 38.3Mt at 0.43% TREO derived from historic phosphate hard rock mining. High-value NdPr oxides represent 29.1% of the TREO, which is believed to represent one of the largest weightings of any project in the world. In addition to this, there are economic Dysprosium and Terbium oxide credits which enhance the overall value of the rare earth basket contained in the stacks.

The Company has made strong progress towards the delivery of the Phalaborwa Project since signing the Joint Venture agreement in November 2020 for a total consideration of US$750,000. This has included the publication of initial metallurgical test work results in May and the announcement of a maiden JORC mineral resource estimate in June 2021.

Contained in a "cracked" chemical form in the gypsum stacks, a mixed rare earth carbonate can be produced without the need to first produce a mineral concentrate and then "crack" it prior to separation of individual rare earth oxides. This removes a complex and costly stage in the standard process for a typical rare earth mineral project, enabling the Company to deliver a higher-value carbonate with lower operating costs. The expected cost benefits are also enhanced by the fact that the gypsum stacks will not require hard-rock mining (including waste stripping), or energy intensive crushing and grinding of the primary ore source.

Metallurgical test work results published, in May 2021, have confirmed that the gypsum stacks are amenable to simple, direct leaching with low-cost sulphuric or hydrochloric acid without pre-treatment, at ambient temperature and pressure. The mineral resource estimate and metallurgical test work results received to date have also confirmed that the gypsum stacks are homogenous in nature, with minimal geological uncertainty, substantially de-risking the project.

The low levels of radioactive elements present in the stacks reinforce the view that Phalaborwa will be well suited to a simplified processing flow sheet, with anticipated lower energy and reagent requirements than a traditional project. Further metallurgical test work continues at ANSTO Minerals in Australia, focused upon optimisation of leach recovery, acid consumption and initial selective recovery of the rare earths from the leach solution to design an optimised processing circuit for recovery of a mixed rare earth carbonate.

The Company plans to complete the PEA for Phalaborwa in H2 2021. This will compare a conventional route to produce a Cerium-depleted mixed rare earth carbonate versus an alternative flowsheet that bypasses the carbonate stage and delivers three higher value products, comprising NdPr oxide, Tb oxide and Dy oxide. The results will then guide the direction for development of a feasibility study.

Further downstream processing to separate and purify individual oxides is anticipated to deliver the following benefits compared to a traditional flowsheet:

-- The enhanced flowsheet is expected to be capable of delivering a higher value product, delivering the full value of the separated rare earth metal oxides. By comparison, Rainbow's Gakara Project has produced a high-grade mineral concentrate, which has been sold to China for further downstream beneficiation/processing, realising approximately 30% of the contained rare earths metal oxide value. The traditional flowsheet at Phalaborwa would produce a mixed rare earth carbonate, realising approximately 60% - 65% of the contained metal oxide value. This compares to 100% of the metal oxide value we could achieve by going further downstream to produce separated individual oxides.

-- Capital and operating expenditure cost savings are expected compared to the initial traditional flowsheet to produce a mixed rare earth carbonate for further processing in a dedicated separation facility.

-- Only the high value rare earths will be separated and recovered (Nd, Pr, Tb and Dy, which represent 95% of the Phalaborwa rare earths basket value), thereby enabling the Company to capture the full benefit of additional value from downstream processing without superfluous capital and operating expenditure which would be needed to separate all the individual rare earth elements present in the stacks.

Located in an established mining town in the Limpopo province of South Africa, Phalaborwa benefits from all the associated skilled labour availability and supporting industry (such as the local production of sulphuric acid, which will likely be a key reagent for the project). Sasol's pilot plant remains on site, alongside the Phosphoric Acid Plant equipment. Existing infrastructure includes a high voltage switchyard (providing access to Eskom grid power), machine shops, workshops, laboratory buildings, administration offices, acid storage and ammonia tanks, boilers and rail sidings.

Rare earths separation technology agreement

Post year end, Rainbow entered into an exclusive IP licensing agreement with K-Technologies, Inc. ("K-Tech") in September 2021 to use its rare earths separation technology in the SADC ([1]) region.

-- The IP is suitable for use in the downstream separation of REEs into separated REOs or carbonates in phosphogypsum applications.

-- The process achieves the separation of REO in fewer stages with greater flexibility leading to capital and operating expenditure savings.

-- The process eliminates the use of toxic and highly flammable solvents and diluents with significant environmental and safety advantages.

-- Individual rare earths are targeted in solution, removing the requirement to separate a full spectrum of REOs, creating substantial efficiencies in a processing circuit.

In the case of Phalaborwa, K-Tech could develop the IP to target the specific REOs of value within the asset's gypsum stacks (NdPr, Dy and Tb), generating cost savings and simplifying the separation process.

Gakara

Gakara, which is located in Western Burundi, approximately 20km south-southeast of Bujumbura, has produced one of the highest-grade concentrates in the world at 54% TREO. Trial mining and processing, carried out at the operation since 2017, have demonstrated the deposit's amenability to simple open pit mining and low-cost gravity separation from ore sourced from high-grade stockwork vein systems across the licence area.

The Company received notification from the Government of Burundi in April 2021 of a temporary suspension on the export of concentrate, and subsequently the suspension of exploration, trial mining and processing operations in June 2021. Operations were therefore placed on care and maintenance, with the majority of local staff being placed on suspension and short-term cash requirements in Burundi minimised. Due to Gakara's stage of development, which remains in the exploration and trial mining phase, this development is not expected to have a material impact on the Company's short term cash flow projections, which envisage an ongoing investment programme in Burundi. Rainbow's operating subsidiary, Rainbow Mining Burundi SM ("RMB") holds approximately 420 tonnes of concentrate available for export which is expected to provide funding for the re-commencement of operations once permitted.

The Company understands that the primary concerns of the Government relate to the pricing of the rare earth mineral concentrate sold by RMB. Rainbow notes that this was addressed comprehensively in an independent report, dated 26 July 2019, commissioned by the World Bank at the request of the Government and compiled by SRK Consulting. This report, accepted by the Government in 2020, concluded that:

-- The price paid by ThyssenKrupp, the multinational industrial group, for the Gakara rare earth mineral concentrate, which is established on the basis of internationally recognised pricing, is commercial and forms a reliable foundation for the computation of royalties payable to the Government.

-- The export grades of each shipment are independently verified as accurate by two internationally recognised laboratories (ALS Laboratories in Canada and Baotou Research Institute of Rare Earths in China) and have been correctly reported to the Government for each shipment from Gakara to date.

   --      That Rainbow is a "model company for new market entrants". 

-- Prior to the suspension of trial mining at the end of June, 641 tonnes of concentrate were produced at Gakara in FY 2021, representing a 77% increase on 363 tonnes produced in FY 2020. This growth was driven by additional trial mining areas to the east of the existing Murambi operations, opened up in early March 2021 following the commissioning of a new excavator and expanded fleet of haulage trucks.

The Company continues to engage constructively with the Ministry and other stakeholders to resolve this issue and allow exploration activities including trial mining operations and exports to recommence.

Financial Review

Profit and loss

Despite the impact of the export ban limiting sales, revenue in FY 2021 was 51% higher than realised in FY 2020 with 350 tonnes of concentrate sold at an average realised price of US$1,825/t compared to 275 tonnes at US$1,535/t. With 420 tonnes of concentrate on hand at 30 June 2021, with an estimated sale value of US$3,000/t, the impact of strengthening production and rare earth prices is not fully reflected in the income statement for the year.

As the Company remains in an exploration and evaluation stage at Gakara, US$0.4 million of costs associated with trial mining and processing, net of associated revenue and movements in the stockpile of finished concentrate, have been capitalised to exploration and evaluation assets in the year (FY 2020: US$1.1 million). Depreciation charged in the year relating to the Gakara mining fleet totalling US$0.3 million (FY 2020: US$0.2 million) was also capitalised. In the prior year a gross loss was reported, reflecting the mining and processing costs incurred in July and August 2019, prior to a strategic review which recognised that the Gakara asset is not in commercial production. The reduction in losses both recognised in the income statement and capitalised in the year reflects the improved performance of the trial mining and processing activities at Gakara.

Administration expenses in FY 2021 totalled US$2.7 million compared to US$2.1 million in FY 2020. The increase in the current year relates primarily to share option charges of US$0.5 million, with options issued to the new executive management team and non-executive directors. Prior to the issue of options in January 2021, no options had been issued since 2017, with all costs associated with issued share options fully expensed at 30 June 2020. Depreciation included in the income statement in the year totalled US$37k mainly relating to right of use assets.

Finance income of US$0.4 million (FY 2020: US$0.9 million) relates primarily to foreign exchange gains on movements primarily between the Burundian Franc ('BIF') and US dollars, the functional currency of the Group. Finance costs of US$0.5 million (FY 2020 US$0.2 million) include US$0.4 million of costs associated with the US$0.9 million bridge loan from Pipestone Capital Inc, in which George Bennett, CEO, has a beneficial interest, together with costs of a loan with the Group's bank in Burundi, FinBank.

The corporation tax rate in Burundi is 30%, however no taxable profits were earned during the period. In the absence of taxable profit, a minimum tax is charged calculated as 1% of revenue, totalling US$2k in the year (FY 2020: US$9k).

Balance sheet

At 30 June 2021, a total of US$9.8 million of exploration and evaluation assets were included on the balance sheet (at 30 June 2020: US$7.6 million). Exploration and evaluation assets totalling US$2.2 million were capitalised during the year including:

-- US$0.75 million consideration for the Phalaborwa earn-in agreement, of which US$0.25 million was settled in cash, US$0.25 million settled in shares and US$0.25 million (to be settled in cash or shares at the election of Bosveld Phosphates (Pty) Limited, remains in creditors at the year end);

-- US$0.4 million of other costs relating to the Phalaborwa asset, principally relating to the costs of resource definition and metallurgical test work for the material in the gypsum stacks;

-- US$0.7 million of costs related to the trial mining and processing operations at Gakara, including US$0.3 million of associated depreciation for the mining fleet, as explained above; and

-- US$0.4 million of other costs relating to Gakara including regional exploration work and costs associated with the mining licence.

Further investment for property, plant and equipment was also made at Gakara, with US$0.7 million of additions to expand capacity of the mining fleet and improve performance at the pilot plant, including dealing with known bottlenecks to allow for further growth in trial mining production.

Inventory at 30 June 2021 totalled US$0.9 million (at 30 June 2020: US$0.2 million). The significant growth in available for sale concentrate in Burundi from US$0.1 million to US$0.7 million resulted from the build up in concentrate resulting from the export ban imposed by the Government of Burundi in April 2021. In addition, consumables representing spare parts for the mining fleet and plant were in transit from South Africa to Burundi at the year-end and are included in stock.

Trade and other receivables totalled US$0.4 million at 30 June 2021 (30 June 2020: US$0.9 million). A total of US$0.6 million receivables from a placing undertaken in June 2020 were received in July 2020, driving down the overall balance at the current year-end. The remainder of trade and other receivables primarily relates to tax receivables in Burundi. The US$0.3 million royalty receivable was impaired to US$0.2 million at 30 June 2021 to reflect uncertainty in the recovery of this balance. In addition, following a tax audit in Burundi, an amount of reverse VAT was found not to have been paid from the period between 2017 and 2019, and has been provided for at 30 June 2021, of which US$0.2 million will be recoverable.

Trade and other payables totalled US$1.0 million at 30 June 2021 (30 June 2020: US$0.7 million). Trade payables were US$0.2 million lower than at 30 June 2020, reflecting standard trading terms for all suppliers. The increase includes US$0.3 million accrued for the results of the Burundi tax audit for 2017-19 noted above and US$0.25 million for the final consideration payment due for the Phalaborwa earn-in agreement noted above.

The Company had borrowings of US$1.9 million at 30 June 2021 (30 June 2020: US$1.7 million). The movement reflects monthly repayments against the FinBank loan in Burundi, off-set by interest accrued on the Pipestone loan noted above and a revaluation of the warrants initially issued in lieu of interest on the original loan in February 2020.

Cashflow

Net cash in the 12 months to 30 June 2021 decreased by US$0.2 million (FY 2020: increase of US$0.7 million). Financing inflows totalled US$4.3 million (FY 2020: US$5.9 million), as set out below. These were invested US$2.7 million (FY 2020: US$2.4 million) in tangible and intangible assets associated with the Phalaborwa and Gakara Projects and US$1.9 million (FY 2020: US$2.8 million) to fund operating activities.

Financing

In order to fund ongoing capital and operating cost requirements, the Company raised a net US$4.6 million (FY 2020 US$5.1 million) via the issue of new equity during the year as set out below:

-- In November 2020 an equity placing raised net proceeds of US$3.4 million with new and existing shareholders at a price of 6 pence per share via the issue of 42.7 million shares.

-- Between December 2020 and April 2021, Australian Special Opportunity Fund, LP exercised options over 10.5 million shares at an exercise price of 5.28p per share, raising gross cash proceeds of US$763k.

In addition, during the year the Company drew and repaid a short-term bridge loan from related parties totalling US$0.3 million and settled US$0.3 million of interest and capital against the FinBank loan in Burundi.

In February 2020 Pipestone Capital Inc, in which George Bennett, the Company's CEO, has a beneficial interest, provided a US$1 million bridging loan to the Group. In June 2020 the loan was refinanced with US$75k settled via the issue of ordinary shares. From December 2020 the loan has been further refinanced, bearing interest, with US$84k interest accruing in the year.

At 30 June 2021, the Group had US$0.6 million of available cash. Subsequent to the year end, in October 2021, the Company has raised a further US$8.8 million via the issue of 42.9 million shares at a price of 15 pence per share (including US$2.0 million representing 10 million shares to be issued subject to shareholder approval at the AGM). The Group's reasonably plausible downside scenario cash flow forecasts demonstrate that the Group will have US$2.2 million available at 31 December 2022, excluding the conditional US$2.0 million funds raised and before any discretionary expenditure.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2021

 
                                                                                         Year ended  Year ended 
                                                                                            30 June     30 June 
                                                                                  Notes        2021        2020 
                                                                                            US$'000     US$'000 
 
Revenue                                                                                         639         422 
Production and sales costs                                                                    (639)       (905) 
                                                                                         ----------  ---------- 
Gross loss                                                                                        -       (483) 
 
Administration expenses                                                                     (2,707)     (2,389) 
 
Loss from operating activities                                                              (2,707)     (2,872) 
                                                                                         ----------  ---------- 
 
Finance income                                                                                  433         856 
Finance costs                                                                                 (466)       (209) 
 
Loss before tax                                                                             (2,740)     (2,225) 
                                                                                         ----------  ---------- 
 
Income tax expense                                                                              (2)         (9) 
 
Total loss after tax and comprehensive expense for the year                                 (2,742)     (2,234) 
                                                                                         ==========  ========== 
 
Total loss after tax and comprehensive expense for the year is attributable to: 
Non-controlling interest                                                                       (52)        (60) 
Owners of parent                                                                            (2,690)     (2,174) 
                                                                                         ----------  ---------- 
                                                                                            (2,742)     (2,234) 
                                                                                         ==========  ========== 
 
The results of each year are derived from continuing operations 
Loss per share (cents) 
Basic                                                                               3        (0.60)      (0.58) 
Diluted                                                                             3        (0.60)      (0.58) 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

   As at   30 June 2021 
 
                                              Year ended   Year ended 
                                      Notes      30 June      30 June 
                                                    2021         2020 
                                                 US$'000      US$'000 
 
 Non-current assets 
 Exploration and evaluation assets      4          9,751        7,572 
 Property, plant, and equipment         5          1,354          942 
 Right of use assets                                  70          104 
 Total non-current assets                         11,175        8,618 
                                             -----------  ----------- 
 
 Current assets 
 Inventory                                           863          167 
 Trade and other receivables                         441          938 
 Cash and cash equivalents                           573          788 
                                             -----------  ----------- 
 Total current assets                              1,877        1,893 
                                             -----------  ----------- 
 
 Total assets                                     13,052       10,511 
                                             -----------  ----------- 
 
 Current liabilities 
 Trade and other payables                        (1,009)        (698) 
 Borrowings                             6        (1,231)      (1,093) 
 Lease liabilities                                  (14)         (33) 
 Total current liabilities                       (2,254)      (1,824) 
 
 Non-current liabilities 
 Borrowings                             6          (662)        (587) 
 Lease liabilities                                  (69)         (95) 
 Provisions                                         (61)        (100) 
                                             -----------  ----------- 
 Total non-current liabilities                     (792)        (782) 
 
 Total liabilities                               (3,046)      (2,606) 
                                             -----------  ----------- 
 
 NET ASSETS                                       10,006        7,905 
 
 Equity 
 
 Share capital                          7         32,465       28,132 
 Share-based payment reserve                       1,295        1,099 
 Share warrant reserve                                 -           40 
 Other reserves                                       60           60 
 Retained loss                                  (22,878)     (20,542) 
                                             -----------  ----------- 
 Equity attributable to the parent                10,942        8,789 
 Non-controlling interest                          (936)        (884) 
 TOTAL EQUITY                                     10,006        7,905 
                                             ===========  =========== 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

 
                             Shares    Share-     Share                         Attributable 
                    Share     to be     based   warrant     Other  Accumulated        to the  Non-controlling 
                  capital    issued  Payments   reserve  reserves       losses        parent         interest    Total 
                  US$'000   US$'000   US$'000   US$'000   US$'000      US$'000       US$'000          US$'000  US$'000 
 
Balance at 1 
 July 2019         20,056     1,375     1,764        40         -     (19,040)         4,195            (824)    3,371 
                 --------  --------  --------  --------  --------  -----------  ------------  ---------------  ------- 
 
 Total 
 comprehensive 
 expense 
Loss and total 
 comprehensive 
 loss for year          -         -         -         -         -      (2,174)       (2,174)             (60)  (2,234) 
 
Transactions 
with owners 
Issue of shares 
 during the 
 year               8,385   (1,375)         -         -         -            -         7,010                -    7,010 
Share placing 
 transaction 
 costs              (309)         -         -         -         -            -         (309)                -    (309) 
Discount on 
 interest free 
 bridge loan 
 provided by 
 shareholder            -         -         -         -        60            -            60                -       60 
Fair value of 
 employee share 
 options in 
 year                   -         -         7         -         -            -             7                -        7 
Employee share 
 options 
 exercised, 
 lapsed or 
 cancelled 
 following 
 vesting                -         -     (672)         -         -          672             -                -        - 
                 --------  --------  --------  --------  --------  -----------  ------------  ---------------  ------- 
Balance at 30 
 June 2020         28,132         -     1,099        40        60     (20,542)         8,789            (884)    7,905 
 
Total 
comprehensive 
expense 
Loss and total 
 comprehensive 
 loss for year          -         -         -         -         -      (2,690)       (2,690)             (52)  (2,742) 
 
Transactions 
with owners 
Shares placed 
 during the 
 year for cash 
 consideration      3,423         -         -         -         -            -         3,423                -    3,423 
Share placing 
 transaction 
 costs               (85)         -         -         -         -            -          (85)                -     (85) 
Non-cash issue 
 of shares 
 during the 
 period               250         -                                                      250                -      250 
Share warrants 
 expired in the 
 year                   -         -         -      (40)         -           40             -                -        - 
Fair value of 
 employee share 
 options in 
 year                   -         -       510         -         -            -           510                -      510 
Share options 
 exercised in 
 the year, net 
 of costs             745         -     (314)         -         -          314           745                -      745 
Balance at 30 
 June 2021         32,465         -     1,295         -        60     (22,878)        10,942            (936)   10,006 
                 --------  --------  --------  --------  --------  -----------  ------------  ---------------  ------- 
 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2021

 
                                                          Notes   For year ended   For year ended 
                                                                         30 June          30 June 
                                                                            2021             2020 
                                                                         US$'000          US$'000 
 
 Cash flow from operating activities 
 Loss from operating activities                                          (2,707)          (2,872) 
 Adjustments for: 
 Depreciation                                                                 37              279 
 Profit on disposal of fixed assets                        13                  -                4 
 Share-based payment charge                                22                510                7 
 Directors fees settled in shares                                              -               96 
 Operating loss before working capital changes                           (2,160)          (2,486) 
 
 Net increase in inventory                                  14             (121)             (22) 
 Net (increase)/decrease in trade and other receivables     15              (62)              126 
 Net increase/(decrease) in trade and other payables        17               136          (1,188) 
                                                                 ---------------  --------------- 
 Cash used by operations                                                 (2,207)          (3,570) 
 
 Realised foreign exchange gains                                             359              855 
 Finance income                                             6                  -                2 
 Finance costs                                              7               (23)              (5) 
 Taxes paid                                                 10                 -             (41) 
                                                                 ---------------  --------------- 
 Net cash used in operating activities                                   (1,871)          (2,759) 
                                                                 ---------------  --------------- 
 
 Cash flow from investing activities 
 Purchase of property, plant & equipment                    13             (690)            (378) 
 Exploration and evaluation costs                           12           (2,024)          (2,045) 
 Proceeds from sale of property, plant & equipment          13                 -                3 
 Net cash used in investing activities                                   (2,714)          (2,420) 
                                                                 ---------------  --------------- 
 
 Cash flow from financing activities 
 Proceeds of new borrowings                                 18               275            1,000 
 Repayment of borrowings                                    18             (438)             (74) 
 Interest payments on borrowings                            18             (104)            (137) 
 Payment of lease liabilities                               19              (56)             (22) 
 Proceeds from the issuance of ordinary shares              21             4,727            5,390 
 Transaction costs of issuing new equity                    21              (85)            (309) 
 Net cash generated by financing activities                                4,319            5,848 
                                                                 ---------------  --------------- 
 
 Net increase/(decrease) in cash and cash equivalents                      (266)              669 
                                                                 ---------------  --------------- 
 
 Cash & cash equivalents at the beginning of the year                        788              119 
 Foreign exchange gains on cash and cash equivalents                          51                - 
 Cash & cash equivalents at the end of the year             16               573              788 
                                                                 ===============  =============== 
 

Notes:

   1.    Basis of Preparation 

The financial information set out herein does not constitute the Group's statutory financial statements for the year ended 30 June 2021, but is derived from the Group's audited financial statements. The auditors have reported on the FY 2021 financial statements and their reports were unqualified. The financial information in this statement is audited but does not have the status of statutory accounts.

The financial statements and the information contained in this announcement have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), including International Accounting Standards and Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). This is consistent with the accounting policies in the 30 June 2020 financial statements.

   2.    Going Concern 

As at 26 October 2021, the last practicable date before the publication of these accounts, the Company had total cash of US$6.3 million having received GBP4.9 million (US$6.7 million) from an equity fundraise announced on 13 October 2021. The equity fundraise includes a further GBP1.5 million (US$2.0 million) of expected gross proceeds subject to shareholder approval, which is expected to be received by 22 November 2021.

The Board have reviewed a range of potential cash flow forecasts for the period to 31 December 2022, including reasonable possible downside scenarios. This has included the following assumptions:

Corporate:

The forecast includes US$2.5 million of ongoing general and administrative costs of the Group over the 18-month period from 1 July 2021 to 31 December 2022, based on the current administrative costs of the Group.

At 30 June 2021 the Group has US$1.6 million of undiscounted financing liabilities including:

-- US$1.0 million, including accrued interest, in an unsecured loan from Pipestone Capital, a Company associated with George Bennett, CEO, which is expected to be repaid from the proceeds of the post year end equity fundraise.

-- US$0.6 million in a term loan from FinBank in Burundi. Capital repayment of this loan is suspended until 31 December 2021 subject to the Gakara operation remaining suspended in Burundi. From 1 January 2022 repayments will recommence at a rate of US$21k per month (including interest), which is included in the Group's cash flow forecasts within the care and maintenance costs for the Gakara project.

Management's reasonably plausible downside scenario includes repayment of the above liabilities together with the settlement in cash of:

-- US$2.7 million for ongoing general and administrative costs of the Group, inclusive of a 10% contingency for unexpected costs.

-- US$0.25m for the final balance due in December 2022 under the Phalaborwa earn-in agreement, which can be settled in cash or shares at the election of Bosveld Phosphates (Pty) Limited.

The reasonably plausible downside scenario also excludes the final US$2.0 million placing proceeds expected to be received by 22 November 2021 as these are subject to approval of shareholders for the disapplication of pre-emption rights at the Annual General Meeting to be held on 17 November 2022.

Phalaborwa:

This forecast assumes the completion of the Phalaborwa PEA in H2 2021 at a total cost of US$0.5 million. As there are no other committed costs for Phalaborwa, with the estimated US$3.0 million costs required to complete the bankable feasibility study being discretionary, management's reasonably plausible downside scenario includes no further expenditure for the Phalaborwa project.

Gakara:

The cash flow forecasts assumes ongoing care and maintenance costs totalling US$1.0 million for the forecast period. In the event that the Gakara project returns to operations, stock of rare earth concentrate with an estimated gross sales value of US$1.3 million would be sold to provide the funds to re-commence trial mining and processing operations. The forecasts show that, with the current productive capacity of the trial mining operations, the Gakara project would not require additional financial support from Rainbow Rare Earths Limited at current rare earth prices.

Conclusion

Based on Management's reasonably plausible downside scenario outlined above the Group will have US$2.2 million available at the end of the forecast period before any discretionary expenditure such as the US$3.0m estimated costs required to complete the Phalaborwa bankable feasibility study.

Accordingly, the Board are satisfied that the Group has sufficient cash resources to continue its operations and meet its commitments for the foreseeable future and have concluded that it is appropriate for the financial statements to be prepared on a going concern basis.

   3.    LOSS PER SHARE 

The earnings per share calculations for 30 June 2021 reflect the changes to the number of ordinary shares during the period.

At the start of the year, 421,981,551 shares were in issue. During the year, a total of 54,429,883 new shares were allotted (see note 7 Share Capital) and on 30 June 2021, 476,411,434 shares were in issue. The weighted average of shares in issue in the year was 450,749,572.

The loss per share have been calculated using the weighted average of ordinary shares. 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 reporting period.

 
                                                                                     Basic and diluted 
                                                                                  2021             2020 
                                                                      ----------------  --------------- 
Loss for the year (US$'000) attributable to ordinary equity holders            (2,690)          (2,174) 
Weighted average number of ordinary shares in issue during the year        450,749,572      373,141,644 
Loss per share (cents)                                                          (0.60)           (0.58) 
                                                                      ----------------  --------------- 
 
   4.    EXPLORATION AND EVALUATION ASSETS 
 
                                                 Gakara  Phalaborwa    Total 
                                                US$'000     US$'000  US$'000 
 
  At 1 July 2019                                      -           -        - 
 
  Transferred from Property Plant & Equipment     5,417           -    5,417 
  Additions                                       2,155           -    2,155 
----------------------------------------------  -------  ----------  ------- 
  At 30 June 2020                                 7,572           -    7,572 
  Additions                                       1,102       1,116    2,218 
  Adjustment of rehabilitation provision           (39)           -     (39) 
----------------------------------------------  -------  ----------  ------- 
  At 30 June 2021                                 8,635       1,116    9,751 
----------------------------------------------  -------  ----------  ------- 
 

During the year the Company entered into an agreement to earn up to an 85% interest in the Phalaborwa rare earths project in South Africa. The project represents an opportunity to extract rare earth elements from the chemical re-treatment of gypsum stacks. A JORC compliant rare earth resource was declared on 17 June 2021 and the costs of establishing the commercial viability of development for the project are being capitalised as exploration and evaluation assets under IFRS 6. Additions in the year include US$750k consideration payable under the earn-in agreement of which US$500k was settled during the year: US$250k in cash and US$250k by the issue of 1,229,883 new Ordinary Shares of no par value in the Company on 25 June 2021. The remaining US$250k will be settled in December 2021 in cash or shares at the election of the joint venture partner, Bosveld Phosphates (Pty) Ltd. The remaining additions of US$366k represent cost associated with the definition of the inferred mineral resource, ongoing metallurgical test work and technical support costs associated with defining the optimal processing flow sheet for the project.

Included within Gakara additions is US$989k related to gross losses earned during the exploration phase which represent a contribution towards exploration costs incurred. Gakara additions also include US$269k of depreciation on assets used in trial mining and processing operations at the project.

FinBank SA hold security over the fixed and floating assets of Rainbow Mining Burundi SM ('RMB') which include US$7.3 million of exploration and evaluation assets associated with the Gakara mining permit in Burundi.

On 12 April 2021 RMB received notification from the Ministry of Hydraulics, Energy and Mines of the Republic of Burundi of a temporary suspension on the export of concentrate produced from the trial mining and processing operations at the Gakara Project. On 29 June 2021 a further notification was received temporarily suspending all trial mining and processing operations pending negotiations on the terms of the Gakara mining convention signed in 2015.

Following various face to face meetings in Burundi in April, June and July 2021 the Company understands that the primary concerns of the Government relate to the pricing of the rare earth mineral concentrate sold by RMB. This was addressed comprehensively in an independent report, dated 26 July 2019, that was commissioned by the World Bank at the request of the Government of Burundi and compiled by SRK Consulting. This report, accepted by the Government in 2020, concluded that:

-- The price paid by ThyssenKrupp, the multinational industrial group, for the Gakara rare earth mineral concentrate, which is established on the basis of internationally recognised pricing, is commercial and forms a reliable foundation for the computation of royalties payable to the Government.

-- The export grades of each shipment are independently verified as accurate by two internationally recognised laboratories (ALS Laboratories in Canada and Baotou Research Institute of Rare Earths in China) and have been correctly reported to the Government for each shipment from Gakara to date.

   --    That Rainbow is a "model company for new market entrants" 

RMB continues to engage positively with the Government of Burundi to arrange discussions to allow export of rare earth concentrate to resume along with trial mining and processing activities. The Directors have also confirmed from independent legal advisors that the mining convention in place between RMB and the Government of Burundi remains legally binding on both parties, and that the actions of the Government of Burundi have not been in accordance with that legally binding agreement.

Based on an assessment of both the legal and political position, the Directors have a reasonable expectation that the current temporary suspension does not represent a threat to the licence and activities will be allowed to re-start. Accordingly, the Directors do not believe this uncertainty represents an indication of impairment of the exploration and evaluation assets at Gakara, or the associated property, plant and equipment or inventory within the Gakara cash generating unit. The Directors do not consider there to be any indicators of impairment for the Gakara cash generating unit, however they note that the current suspension of activities could result in future losses for the Group if it is not resolved as anticipated.

   5.    PROPERTY, PLANT AND EQUIPMENT 
 
US$'000                  Mine development     Plant & machinery  Vehicles  Office equipment  Mine restoration   Total 
                               costs 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
Cost 
At 1 July 2019                         9,317              2,665       709                41               100   12,832 
Additions                                  -                  -       370                 8                 -      378 
Disposals                                  -                  -       (5)               (4)                 -      (9) 
Transfer to 
 Intangible Fixed 
 assets                              (9,134)                  -         -                 -             (100)  (9,234) 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
At 30 June 2020                          183              2,665     1,074                45                 -    3,967 
Additions                                  -                182       508                 -                 -      690 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
At 30 June 2021                          183              2,847     1,582                45                 -    4,657 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
Depreciation 
At 1 July 2019                         3,510              2,665       142                 7               100    6,424 
Charge for year                          254                  -       157                 9                 -      420 
Eliminated on 
 disposals/transfers                                          -       (1)               (1)                 -      (2) 
Transfer to 
 Intangible Fixed 
 assets                              (3,717)                  -         -                 -             (100)  (3,817) 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
At 30 June 2020                           47              2,665       298                15                 -    3,025 
Charge for the year                       26                  2       241                 9                 -      278 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
At 30 June 2021                           73              2,667       539                24                 -    3,303 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
Net Book Value at 30 
 June 2021                               110                180     1,043                21                 -    1,354 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
Net Book Value at 30 
 June 2020                               136                  -       776                30                 -      942 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
Net Book Value at 30 
 June 2019                             5,807                  -       567                34                 -    6,408 
---------------------  ---------------------  -----------------  --------  ----------------  ----------------  ------- 
 

Depreciation of US$269k (2020: US$157k) relating to mining vehicles, plant & machinery and site infrastructure was capitalised in the year as part of Exploration and Evaluation costs.

FinBank SA hold security over the fixed and floating assets of Rainbow Mining Burundi SA which include US$1,353k (2020: US$941k) of property, plant and equipment in Burundi.

As set out in note 4 the Directors recognise the uncertainty relating to the temporary suspension of trial mining and processing activities in Burundi which could impact the carrying value of the property, plant and equipment within the Gakara cash generating unit, which comprises US$1,353k of the net book value at the balance sheet date.

   6.    BORROWINGS 
 
                                Year Ended      Year Ended 
                              30 June 2020    30 June 2020 
                                   US$'000         US$'000 
 Finbank Loan                          579             762 
 Pipestone Loan                      1,008             868 
 Warrant liability                     306              50 
 Total borrowings                    1,893           1,680 
                            --------------  -------------- 
 
 Borrowings fall due: 
 Due within one year                 1,231           1,093 
 Due between 2 to 5 years              662             587 
                            --------------  -------------- 
                                     1,893           1,680 
                            --------------  -------------- 
 

The following table analyses the movement in borrowings:

 
                                                              Year ended          Year ended 
                                                              30 June 2021        30 June 2020 
                                                           US$'000   US$'000   US$'000   US$'000 
 Borrowings brought forward                                            1,680               1,562 
 Cash flows from borrowings 
     Drawdown of borrowings                                    275               1,000 
     Repayment of borrowings                                 (438)                (74) 
     Interest paid                                           (104)               (118) 
                                                                       (267)                 808 
 Non-cash movement in borrowings 
     Interest charge on borrowings                             244                 171 
     Settlement of borrowings in shares                          -               (779) 
     Valuation of warrant liability                            256                  50 
     Settlement of interest via issue of warrants                -                (50) 
     Extinguishment of Pipestone bridge loan                 (925)               (925) 
     Drawn down of renewed Pipestone bridge loan               925                 925 
     Discount for deemed interest on related party loan          -                (60) 
     Other                                                    (20)                (22) 
                                                                         480               (690) 
                                                                    -------- 
 Borrowings carried forward                                            1,893               1,680 
                                                                    --------            -------- 
 

Finbank Loan

The Finbank loan facility in Burundi is expressed in BIF and carries an interest rate of 15%. Interest has been paid throughout the period. Capital repayments have been suspended since April 2021 as a result of the export ban imposed in Burundi on the Group's rare earth concentrate from trial mining and processing activities. This is not a substantial modification of the loan.

Under the terms of this loan, Finbank has security over the fixed and floating assets of Rainbow Mining Burundi SM ('RMB', the local operating company in Burundi which owns the Gakara project and mining permit), the shares of RMB, and the cash held in RMB's Finbank bank accounts. Interest on the loan amounted to US$98k (2020: US$118k).

Bridge Loan

A US$275k short term bridge loan was received from certain Directors and senior managers in October 2020 and repaid in full in December 2020 after a successful equity fundraising. Interest totalling US$5k was paid on the loan.

Pipestone Bridge Loan

On 21(st) February 2020 Pipestone Capital Inc, in which George Bennett, the Company's CEO, has a beneficial interest, provided a US$1 million unsecured bridging loan to the Company. The loan did not bear interest, with the finance cost provided by the issue of 2 million warrants with a 4 year life over the Company's shares at a strike price of 4.55p/share (a 30% premium to the 20 day VWAP and a 1.25p premium to the 3.3p/share closing mid-market price on the date of the loan).

In June 2020 the original Pipestone loan was re-financed, with US$75k repaid via the issue of 1,993,779 shares as part of the equity placing announced on 22(nd) June 2020 at a price of GBP0.03 per share. The remaining US$925k was extinguished and replaced with a new, interest free, unsecured bridging loan of US$925k pending a larger capital raise. No further warrants were issued.

The loan was further refinanced following an equity raise in November 2020, which triggered a repayment obligation for the loan. The Company had no headroom under the prospectus directive regulations to issue shares at the price of the November 2020 equity raise to repay the loan and had insufficient funds to allow for repayment in cash. As a result, the US$925k interest-free liability was extinguished and replaced with a new unsecured bridge loan from 1 December 2020 which bears interest at a rate of 15% per annum. The loan is repayable on the earlier of 31 December 2021 or the date of a future equity fundraise of at least US$5 million.

   7.    SHARE CAPITAL 
 
                                            Year Ended     Year Ended 
                                          30 June 2021   30 June 2020 
                                               US$'000        US$'000 
 Share Capital                                  32,465         28,132 
                                         -------------  ------------- 
 Issued Share Capital (nil par value)           32,465         28,132 
                                         -------------  ------------- 
 

The table below shows a reconciliation of share capital movements:

 
                                                              Number of shares   US$'000 
At 1 July 2019                                                     216,339,000    20,056 
July 2019 - share placing - cash receipts net of costs             121,207,779     4,275 
July 2019 - share placing - employee bonuses and fees                4,859,603       185 
July 2019 - Pella Convertible                                       18,636,040       704 
July 2019 - Lind Convertible                                        19,272,462     1,376 
June 2020 - share placing - cash receipts net of costs              37,138,284     1,366 
June 2020 - share placing - non-executive director fees              2,534,604        95 
June 2020 - partial repayment of Pipestone loan                      1,993,779        75 
At 30 June 2020                                                    421,981,551    28,132 
November 2020 - share placing - cash receipts net of costs          42,700,000     3,338 
December 2020 - Exercise of share options (cash receipts)            3,000,000       215 
January 2021 - Exercise of share options (cash receipts)             4,000,000       290 
February 2021 - Exercise of share options (cash receipts)            2,700,000       200 
April 2021 - Exercise of share options (cash receipts)                 800,000        58 
Costs associated with exercise of share options                              -      (18) 
June 2021 - Phalaborwa consideration shares                          1,229,883       250 
                                                                   476,411,434    32,465 
                                                              ----------------  -------- 
 

On 3 July 2019 the Company issued 121.2 million new ordinary shares at a price of 3 pence per share, raising gross cash proceeds of US$4.6 million (before costs of US$0.3 million). At the same time the Company issued:

-- 4.9 million new ordinary shares at a price of 3 pence per share as settlement of employee bonuses and non-executive director fees.

-- 18.6 million new ordinary shares at a price of 3 pence per share representing the settlement of an unsecured bridge loan of US$0.7 million originally drawn in June 2019 from Pella Ventures Limited (an entity in which the Company's chairman has a beneficial interest).

-- 19.3 million new ordinary shares representing the conversion of the Lind facility announced on 10(th) June at a conversion price of 2.69 pence per share.

On 22 June 2020 the Company issued 37.1 million new ordinary shares at a price of 3 pence per share, raising gross cash proceeds of US$1.4 million (before costs of US$38k). At the same time the Company issued:

-- 2.5 million new ordinary shares at a price of 3 pence per share as settlement of non-executive director fees.

-- 2.0 million new ordinary shares at a price of 3 pence per share representing the partial settlement of the Pipestone loan.

On 27 November 2020, the Company issued 42.7 million new ordinary shares at a price of 6 pence per share , raising gross cash proceeds of US$3.4 million (before costs of $85k).

These allotments included the following related parties:

 
                                             Placing June 2020        Placing November 2020 
                                      No of shares      US$'000      No of shares    US$'000 
 Adonis Pouroulis (Director)             3,359,648          126                 -          - 
 George Bennett (Director)               1,993,779           75                 -          - 
 Alex Lowrie (Director)                    458,332           17                 -          - 
 Atul Bali (Director)                    1,783,332           67                 -          - 
 Robert Sinclair (Director)                458,332           17                 -          - 
 Shawn McCormick (Director)              1,787,518           67                 -          - 
 Others (not related parties)           31,825,726        1,167        42,700,000      3,338 
                                ------------------  -----------  ----------------  --------- 
 Total                                  41,666,667        1,536        42,700,000      3,338 
                                ------------------  -----------  ----------------  --------- 
 

Between December 2020 and April 2021 Australian Special Opportunity Fund, LP exercised options over 10.5 million shares at an exercise price of 5.28p per share, raising gross cash proceeds of US$763k (before costs of US$18k).

On 25 June 2021 1,229,882 shares were issued to Bosveld Phosphates (Pty) Limited to settle US$250,000 consideration due under the Phalaborwa co-development agreement originally announced on 3 November 2020.

   8.    POST BALANCE SHEET EVENTS 

On 14 July 2021 Australian Special Opportunity Fund, LP exercised options over 2.5 million shares at an exercise price of 5.28p per share, raising gross cash proceeds of US$182k.

On 19 October 2021 the Company issued 32.9 million new ordinary shares at a price of 15 pence per share, raising gross cash proceeds of GBP4.9 million (US$6.7 million) (before costs of US$0.2 million) by way of a placing, with a further 10 million shares to be issued raising a further GBP1.5 million (US$2.0 million) subject to shareholder approval at the Company's AGM.

[1] Southern African Development Community

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