Exercise of Options & Warrants & Issue of Shares

About this update from Rainbow Rare Earths Ltd.

  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 +27 (0) 82 652 8526   Tavistock Communications PR/IR Charles Vivian Eliza Logan +44 (0) 20 7920 3150 [email protected] BMO Capital Markets Broker Thomas Rider John Gale +44 (0) 20 7664 8121 Berenberg Broker Matthew Armitt Jennifer Lee +44 (0) 20 3207 7800   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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