Exercise of Options & Warrants & Issue of Shares

Rainbow Rare Earths Limited

07 August 2026

 

7 August 2026

Rainbow Rare Earths Limited

("Rainbow" or "the Company" and together with its subsidiaries "the Group")

LSE: RBW

Exercise of Options and Warrants and Issue of Shares to Directors under Long Term Incentive Plan

Rainbow announces the issue of 2,683,334 ordinary shares of no par value pursuant to the exercise of options and warrants and the issue of shares under the Company's Restricted Share Units ("RSU") scheme as follows:

·    2,000,000 shares issued to Pipestone Capital Inc, in which the Company's CEO, George Bennett, has a beneficial interest, at an exercise price of £0.0455 per share.

·    166,667 RSU shares issued to Atul Bali, non-executive Director, for nil consideration.

·    166,667 RSU shares issued to J Peter Pham, non-executive Director, for nil consideration.

·    250,000 RSU shares issued to Shawn McCormick, non-executive Director, for nil consideration.

·    100,000 shares issued pursuant to the exercise of other employee share options, for nil consideration.

The 2,683,334 new Ordinary Shares to be issued will be admitted to listing in the equity shares (transition) category of the Official List of the Financial Conduct Authority ("FCA") and an application will be made to London Stock Exchange plc for admission of the New Shares to trading on its main market for listed securities (together, "Admission").  It is expected that Admission will become effective and that dealing in the New Shares will commence on or around 12 August 2026.  The new shares will, when issued, rank pari passu with the existing Ordinary Shares.  Following Admission, the Company will have 702,375,589 Ordinary Shares in issue.  This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure, Guidance and Transparency Rules.

Following the admission of the new Ordinary Shares, the beneficial ownership of the Company by persons discharging managerial responsibility ("PDMR") are as follows:

Name	No. of Ordinary Shares held prior to the Award	% interest in Ordinary Shares held prior to the Award	No. of Ordinary Shares held immediately following Admission	% interest in Ordinary Shares immediately following Admission
George Bennett	40,503,150	5.79%	42,503,150	6.07%
Atul Bali	4,670,991	0.67%	4,873,658	0.69%
J Peter Pham	881,499	0.13%	1,048,166	0.15%
Shawn McCormick	9,733,237	1.39%	9,983,237	1.43%

Further disclosures as required for the notification of PDMRs are included in the Appendix to this announcement.

Appendix

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	George Bennett
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rainbow Rare Earths Limited
b)	LEI	213800HONYSAXTG6KS11
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value GG00BD59ZW98
b)	Nature of the transaction	Issue of incentive award shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.0455 2,000,000
d)	Aggregated information Aggregated volume -      Price	2,000,000 £91,000
e)	Date of the transaction	12 August 2026 Note: the Company is not considered in a close period at the time of this transaction.
f)	Place of the transaction	Outside a trading venue

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Atul Bali
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rainbow Rare Earths Limited
b)	LEI	213800HONYSAXTG6KS11
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value GG00BD59ZW98
b)	Nature of the transaction	Issue of incentive award shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 166,667
d)	Aggregated information Aggregated volume -      Price	166,667 Nil
e)	Date of the transaction	12 August 2026 Note: the Company is not considered in a close period at the time of this transaction.
f)	Place of the transaction	Outside a trading venue

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	J Peter Pham
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rainbow Rare Earths Limited
b)	LEI	213800HONYSAXTG6KS11
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value GG00BD59ZW98
b)	Nature of the transaction	Issue of incentive award shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 166,667
d)	Aggregated information Aggregated volume -      Price	166,667 Nil
e)	Date of the transaction	12 August 2026 Note: the Company is not considered in a close period at the time of this transaction.
f)	Place of the transaction	Outside a trading venue

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Shawn McCormick
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rainbow Rare Earths Limited
b)	LEI	213800HONYSAXTG6KS11
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value GG00BD59ZW98
b)	Nature of the transaction	Issue of incentive award shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 250,000
d)	Aggregated information Aggregated volume -      Price	250,000 Nil
e)	Date of the transaction	12 August 2026 Note: the Company is not considered in a close period at the time of this transaction.
f)	Place of the transaction	Outside a trading venue

For further information, please contact:

Rainbow Rare Earths Ltd	Company	George Bennett Pete Gardner	[phone]
Tavistock Communications	PR/IR	Charles Vivian Eliza Logan	[phone] [e-mail]
BMO Capital Markets	Broker	Thomas Rider John Gale	[phone]
Berenberg	Broker	Matthew Armitt Jennifer Lee	[phone]

About Rainbow:

Rainbow Rare Earths aims to be one of the lowest cost suppliers of critical rare earth raw materials in the western world supply chain. Advancing two core projects, Phalaborwa in South Africa and Uberaba in Brazil in partnership with The Mosaic Company, Rainbow is one of the most advanced market participants pursuing secure, near-term and globally competitive upstream supply of rare earths products crucial for industrial, energy transition, and defence applications. 

With a unique project portfolio focused on the recovery of rare earth elements from phosphogypsum, a by-product of fertiliser production, Rainbow's projects avoid traditional mining and front-end processing stages. This represents a significant competitive advantage in bringing sustainable, long-life and low cost supply of rare earths to market.

More information is available at www.rainbowrareearths.com or by visiting the Rainbow Rare Earths Curation Showcase at: Curation Connect - Rainbow Rare Earths Showcase or https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903

 

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