Admission of First Tranche of Placing Shares

About this update from Rainbow Rare Earths Ltd.

5 October 2023 Rainbow Rare Earths Limited ("Rainbow" or "the Company") LSE: RBW   Admission of First Tranche of Placing Shares to Trading Rainbow Rare Earths is pleased to announce that further to the private placement to raise £4.5 million, as announced on 27 September 2023 (the "Placing"), the first tranche of 25,786,541 Ordinary Shares in the Company has been admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange Plc's Main Market for listed securities. These shares rank pari passu with the existing Ordinary Shares.  The Company's number of Ordinary Shares in issue has therefore increased to 624,645,196 and this is the figure that 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. The admission of the second tranche of Ordinary Shares in the Company, comprising 4,213,459 Ordinary Shares which will be issued to Adonis Pouroulis, is subject to the approval of shareholders at the AGM to be held in November 2023. Notification of Major Shareholdings Further to the increase in the Company's share capital, the following changes in major shareholdings are notifiable: Name No. of Ordinary Shares held prior to the Placing % interest in Ordinary Shares held prior to the Placing No. of Ordinary Shares held immediately following Admission of the first tranche of Ordinary Shares % interest in Ordinary Shares immediately following Admission of the first tranche of Ordinary Shares Adonis Pouroulis 1 84,108,870 14.04% 84,108,870 13.47% TechMet Limited 2 71,618,369 11.96% 75,206,112 12.04% Caden Holdings 28,753,578 4.80% 36,967,805 5.92% George Bennett 3 36,799,683 6.14% 37,347,298 5.98%   1.   Adonis Pouroulis' holding includes shares held by Pella Ventures Limited, which is beneficially owned by Adonis Pouroulis. Mr Pouroulis' holding will revert to 14.04% of the Company's issued share capital on admission of the second tranche of Ordinary Shares, which are subject to shareholder approval. 2.  TechMet Limited's shareholding will revert to 11.96% of the Company's issued share capital on the admission of the second tranche of Ordinary Shares, which are subject to shareholder approval. 3.   George Bennett's holding includes shares held by Pipestone Capital Inc, which is beneficially owned by George Bennett. PDMR Notification Further to the increase in the Company's share capital, the following changes in the person discharging managerial responsibility ("PDMR") holdings are notifiable: Name No. of Ordinary Shares held prior to the Placing % interest in Ordinary Shares held prior to the Placing No. of Ordinary Shares held immediately following Admission of the first tranche of Ordinary Shares % interest in Ordinary Shares immediately following Admission of the first tranche of Ordinary Shares Darryll Castle - - 821,422 0.13% Pete Gardner 400,000 0.07% 618,522 0.10%   Further disclosures as required for the notification of a major shareholding in the Company and for PDMRs are included in the Appendix to this announcement. For further information, please contact:   Rainbow Rare Earths Ltd Company George Bennett Pete Gardner +27 82 652 8526     IR Cathy Malins +44 7876 796 629 [email protected] Berenberg Broker Matthew Armitt Jennifer Lee Detlir Elezi   +44 (0) 20 3207 7800 Tavistock Communications PR/IR Charles Vivian Tara Vivian-Neal +44 (0) 20 7920 3150 [email protected] Notes to Editors: About Rainbow: Rainbow Rare Earths aims to be a forerunner in the establishment of an independent and ethical supply chain of the rare earth elements that are driving the green energy transition. It is doing this successfully via the identification and development of secondary rare earth deposits that can be brought into production quicker and at a lower cost than traditional hard rock mining projects, with a focus on the permanent magnet rare earth elements neodymium and praseodymium, dysprosium and terbium. The Company is focused on the development of the Phalaborwa Rare Earths Project in South Africa and the earlier stage Uberaba Project in Brazil. Both projects entail the recovery of rare earths from phosphogypsum stacks that occur as the by-product of phosphoric acid production, with the original source rock for both deposits being a hardrock carbonatite. Rainbow will use a proprietary separation technique developed by and in conjunction with its partner K-Technologies, Inc., which simplifies the process of producing separated rare earth oxides (versus traditional solvent extraction), leading to cost and environmental benefits. The Phalaborwa Preliminary Economic Assessment has confirmed strong base line economics for the project, which has a base case NPV 10 of US$627 million [1] , an average EBITDA operating margin of 75% and a payback period of less than two years. Pilot plant operations will commence in 2023, with the project expected to reach commercial production in 2026, just five years after work began on the project by Rainbow.   Appendix   TR-1: S tandard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : Rainbow Rare Earths Limited 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate) Non-UK issuer X 2. Reason for the notification (please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rights An acquisition or disposal of financial instruments X An event changing the breakdown of voting rights Other (please specify) iii : 3. Details of person subject to the notification obligation iv Name Adonis Pouroulis City and country of registered office (if applicable) 4. Full name of shareholder(s) (if different from 3.) v Name City and country of registered office (if applicable) 5. Date on which the threshold was crossed or reached vi : 5.10.2023 6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) vii Resulting situation on the date on which threshold was crossed or reached 13.47 84,108,870 Position of previous notification (if applicable) 14.04   8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rights ix % of voting rights Direct (DTR5.1) Indirect  (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1) GG00BD59ZW98 84,108,870 13.47 SUBTOTAL 8. A 84,108,870 13.47 B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL 8. B 1     B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Physical or cash Settlement xii Number of voting rights % of voting rights   SUBTOTAL 8.B.2   9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii X Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv Name xv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold   10. In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional information xvi   Place of completion Guernsey Date of completion 5.10.2023   TR-1: S tandard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : Rainbow Rare Earths Limited 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate) Non-UK issuer X 2. Reason for the notification (please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rights An acquisition or disposal of financial instruments X An event changing the breakdown of voting rights Other (please specify) iii : 3. Details of person subject to the notification obligation iv Name TechMet Limited City and country of registered office (if applicable) Dublin, Ireland 4. Full name of shareholder(s) (if different from 3.) v Name City and country of registered office (if applicable) 5. Date on which the threshold was crossed or reached vi : 5.10.2023 6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) vii Resulting situation on the date on which threshold was crossed or reached 12.04 75,206,112 Position of previous notification (if applicable) 11.96   8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rights ix % of voting rights Direct (DTR5.1) Indirect  (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1) GG00BD59ZW98 75,206,112 12.04 SUBTOTAL 8. A 75,206,112 12.04 B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL 8. B 1     B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Physical or cash Settlement xii Number of voting rights % of voting rights   SUBTOTAL 8.B.2   9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii X Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv Name xv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold   10. In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional information xvi   Place of completion Ireland Date of completion 5.10.2023   TR-1: S tandard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : Rainbow Rare Earths Limited 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate) Non-UK issuer X 2. Reason for the notification (please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rights An acquisition or disposal of financial instruments An event changing the breakdown of voting rights X Other (please specify) iii : 3. Details of person subject to the notification obligation iv Name Caden Holdings Limited City and country of registered office (if applicable) Gibraltar 4. Full name of shareholder(s) (if different from 3.) v Name City and country of registered office (if applicable) 5. Date on which the threshold was crossed or reached vi : 5.10.2023 6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) vii Resulting situation on the date on which threshold was crossed or reached 5.92 36,967,805 Position of previous notification (if applicable) 4.80   8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rights ix % of voting rights Direct (DTR5.1) Indirect  (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1) GG00BD59W98 36,967,805 5.92 SUBTOTAL 8. A 36,967,805 5.92 B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL 8. B 1     B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Physical or cash Settlement xii Number of voting rights % of voting rights   SUBTOTAL 8.B.2   9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii X Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv Name xv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold   10. In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional information xvi   Place of completion Gibraltar Date of completion 5.10.2023   TR-1: S tandard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : Rainbow Rare Earths Limited 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate) Non-UK issuer X 2. Reason for the notification (please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rights An acquisition or disposal of financial instruments X An event changing the breakdown of voting rights Other (please specify) iii : 3. Details of person subject to the notification obligation iv Name George Bennett City and country of registered office (if applicable) 4. Full name of shareholder(s) (if different from 3.) v Name Pipestone Capital Inc City and country of registered office (if applicable) Madeira, Portugal 5. Date on which the threshold was crossed or reached vi : 5.10.2023 6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) vii Resulting situation on the date on which threshold was crossed or reached 5.98 37,347,298 Position of previous notification (if applicable) 6.14   8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rights ix % of voting rights Direct (DTR5.1) Indirect  (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1) GG00BD59ZW98 37,347,298 5.98 SUBTOTAL 8. A 37,347,298 5.98 B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL 8. B 1     B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration date x Exercise/ Conversion Period xi Physical or cash Settlement xii Number of voting rights % of voting rights   SUBTOTAL 8.B.2   9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii X Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv Name xv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold   10. In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional information xvi   Place of completion Portugal Date of completion 5.10.2023   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   Purchase of shares pursuant to a placing. c) Price(s) and volume(s)   Price(s) Volume(s) £0.15 821,422 - Purchased by Fenwood Global Ltd d) Aggregated information   Aggregated volume   -      Price       821,422   £123,213.30 e) Date of the transaction   5 October 2023   f) Place of the transaction  Outside of 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 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   Purchase of shares pursuant to a placing c) Price(s) and volume(s)   Price(s) Volume(s) £0.15 218,522 - Purchased by Pete Gardner d) Aggregated information   Aggregated volume   -      Price       218,522   £32,778.30 e) Date of the transaction   5 October 2023   f) Place of the transaction  Outside of a trading venue   [1] Net present value using a 10% forward discount rate

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