Grant of Share Based Remuneration

Rainbow Rare Earths Limited

11 September 2026

 

11 September 2026

Rainbow Rare Earths Limited

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

LSE: RBW

Grant of Share Based Remuneration

Rainbow Rare Earths announces that its Board of Directors, on the recommendation of the Remuneration Committee, has approved the issue of the following share-based remuneration, including issues to Directors and Persons Discharging Managerial Responsibility of the Company, as follows:

	Nil Priced Share Options Vesting 30 June 2027	Nil priced Share Options Vesting Over 2-3 years	Restricted Share Units Vesting 30 June 2027	Total
Directors and Persons Discharging Managerial Responsibility (“PDMR”)
George Bennett	823,663	3,122,771	-	3,946,434
James Beams	-	1,250,000	-	1,250,000
Pete Gardner	465,172	1,825,286	-	2,290,458
Dave Dodd	-	1,000,000	-	1,000,000
Adonis Pouroulis	1,125,000	-	-	1,125,000
Alex Lowrie	375,000	-	-	375,000
Darryll Castle	360,000	-	-	360,000
Shawn McCormick	-	-	625,000	625,000
Atul Bali	-	-	375,000	375,000
J Peter Pham	-	-	360,000	360,000
Total PDMR	3,148,835	7,198,058	1,360,000	11,706,892
Other staff	-	3,500,000	-	3,500,000
Grand total	3,148,835	10,698,058	1,360,000	15,206,892

The Nil Priced Share Options issued to George Bennett, CEO, and Pete Gardner, CFO, which vest on 30 June 2027 are issued under the Company’s short term incentive scheme as a non-cash bonus. Based on the share price at 30 June 2026 this bonus is calculated as 60% and 45% of their respective base salaries.

The Nil Priced Share Options which vest over two to three years are issued under the Company’s long term incentive scheme. A total of 5,700,000 relate to the year ended 30 June 2025, vesting equally over two years from 30 June 2026. The remaining 4,998,058 relate to the year ended 30 June 2026, vesting equally over three years from 30 June 2026.

The Nil Priced Share Options and Restricted Share Units issued to Non-Executive Directors are considered an element of total annual fees and awarded in the form of share options and RSU’s to minimise cash payments while the Group remains in a pre-revenue position and to foster share ownership for the Directors. They vest on 30 June 2027 and relate to service provided in both the year ended 30 June 2025 and the year ended 30 June 2026.

In aggregate the share-based incentives granted above represent 2.2% of the existing issued share capital of the Company prior to this award.  Following this award the Company has 34,608,894 share-based incentive awards in issue under the various schemes, representing 4.9% of the existing issued share capital, including 24,946,892 Nil Priced Share Options, 1,610,002 Restricted Share Units and 8,052,000 other share options with a weighted average exercise price of 14.1 pence per share.

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

For further information, please contact:

Rainbow Rare Earths Ltd	Company	George Bennett Pete Gardner	[phone]
	IR	Elizabeth Johnson	[phone] [e-mail]
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

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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 3,946,434
d)	Aggregated information Aggregated volume -      Price	3,946,434 Nil
e)	Date of the transaction	10 September 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	James Beams
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 1,250,000
d)	Aggregated information Aggregated volume -      Price	1,250,000 Nil
e)	Date of the transaction	10 September 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	Adonis Pouroulis
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 1,125,000
d)	Aggregated information Aggregated volume -      Price	1,125,000 Nil
e)	Date of the transaction	10 September 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	Alex Lowrie
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 375,000
d)	Aggregated information Aggregated volume -      Price	375,000 Nil
e)	Date of the transaction	10 September 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	Darryll Castle
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 360,000
d)	Aggregated information Aggregated volume -      Price	360,000 Nil
e)	Date of the transaction	10 September 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	Pete Gardner
2	Reason for the notification
a)	Position/status	PDMR
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 2,290,458
d)	Aggregated information Aggregated volume -      Price	2,290,458 Nil
e)	Date of the transaction	10 September 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	Dave Dodd
2	Reason for the notification
a)	Position/status	PDMR
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	Award of nil priced options.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 1,000,000
d)	Aggregated information Aggregated volume -      Price	1,000,000 Nil
e)	Date of the transaction	10 September 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	Award of restricted share units.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 625,000
d)	Aggregated information Aggregated volume -      Price	625,000 Nil
e)	Date of the transaction	10 September 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	Award of restricted share units.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 375,000
d)	Aggregated information Aggregated volume -      Price	375,000 Nil
e)	Date of the transaction	10 September 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	Award of restricted share units.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 360,000
d)	Aggregated information Aggregated volume -      Price	360,000 Nil
e)	Date of the transaction	10 September 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

 

END