Grant of Share Based Remuneration

About this update from Rainbow Rare Earths Ltd.

3 September 2024 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 pursuant to its Short Term and Long Term Incentive Plans approved in January 2021 and amended in August 2024 to incorporate Restricted Share Units for the benefit of US resident individuals, 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 Restricted Share Units Ordinary Shares of No Par Value Total Directors and Persons Discharging Managerial Responsibility ("PDMR") George Bennett 1,500,000 - 1,697,852 3,197,852 Pete Gardner 900,000 - 897,883 1,797,883 Dave Dodd 800,000 - - 800,000 Adonis Pouroulis 500,000 - - 500,000 Alex Lowrie 250,000 - - 250,000 Atul Bali - 416,667 83,333 500,000 J Peter Pham - 416,667 83,333 500,000 Shawn McCormick - 583,334 166,666 750,000 Total PDMR 3,950,000 1,416,668 2,929,067 8,295,735 Other staff 1,550,000 - - 1,550,000 Grand total 5,500,000 1,416,666 2,929,067 9,845,735   The Nil Priced Share Options will vest in equal tranches over three years from 1 July 2024 : one third after 12 months, one third after 24 months and one third after 36 months .  After the time-based vesting conditions are met the Nil Priced Share Options can be exercised once the Group has reached a revenue generating stage of development or otherwise in accordance with the scheme rules. The Restricted Share Units ("RSU") have been issued to comply with US tax requirements for US resident individuals.  The RSU scheme mirrors the terms of the existing Rainbow share option scheme, save that the shares are issued on the date of vesting.  On 19 May 2023 Atul Bali, J Peter Pham and Shawn McCormick were issued a combined total of 1,000,000 Nil Priced Share Options , the first 33% of which were due to vest on 19 May 2024.  These were cancelled prior to vesting and Ordinary Shares will be issued to replace the initial tranche which was due to vest on 19 May 2024 as set out in the table above.  The new RSU issue will vest as set out in the table below, which mirrors the time-based vesting conditions of the original Nil Priced Share Options being replaced and the Nil Priced Share Options issued to other personnel: 30/6/25 30/6/26 30/6/27 Atul Bali 166,666 166,667 83,334 J Peter Pham 166,666 166,667 83,334 Shawn McCormick 250,000 250,000 83,334 Total 583,332 583,334 250,002   In addition, new ordinary shares will be issued under the Company's short term incentive scheme to George Bennett, CEO, and Pete Gardner, CFO, as a non-cash bonus.  Based on the share price at 30 June 2024 this bonus is calculated as 64% and 48% of their respective base salaries. In aggregate, the share-based incentives granted above represent 1.5% of the existing issued share capital of the Company prior to this award.  Following this award the Company has 23,313,368 share-based incentive awards in issue under the incentive schemes, representing 3.6% of the existing issued share capital, including 11,300,000 Nil Priced Share Options , 1,416,668 Restricted Share Units and 10,596,700 other share options with a weighted average exercise price of 13.62 pence per share. An application will be made for the 2,929,067 Ordinary Shares to be issued pursuant to the subscription to be 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 ("Admission").  It is expected that Admission will become effective and that dealing in the Ordinary Shares will commence on or around 6 September 2024.  The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.  Following Admission, the Company will have 643,688,150 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 Adonis Pouroulis 89,466,830 13.96% 89,466,830 13.90% George Bennett 38,805,298 6.06% 40,503,150 6.29% Alex Lowrie 6,838,124 1.07% 6,838,124 1.06% Atul Bali 4,420,992 0.69% 4,504,325 0.70% J Peter Pham 631,500 0.10% 714,833 0.11% Shawn McCormick 9,316,571 1.45% 9,483,237 1.47% Darryll Castle 821,422 0.13% 821,422 0.13% Pete Gardner 618,522 0.10% 1,516,405 0.24% Dave Dodd 1,500,000 0.23% 1,500,000 0.23%   Further disclosures as required for the notification of PDMRs are included in the Appendix to this announcement.   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) Nil 1,697,852 d) Aggregated information   Aggregated volume   -      Price       1,697,852   Nil e) Date of the transaction   3 September 2024 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   Issue of incentive award shares c) Price(s) and volume(s)   Price(s) Volume(s) Nil 897,883 d) Aggregated information   Aggregated volume   -      Price       897,883   Nil e) Date of the transaction   3 September 2024 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 166,666 d) Aggregated information   Aggregated volume   -      Price       166,666   Nil e) Date of the transaction   3 September 2024 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 83,333 d) Aggregated information   Aggregated volume   -      Price       83,333   Nil e) Date of the transaction   3 September 2024 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 83,333 d) Aggregated information   Aggregated volume   -      Price       83,333   Nil e) Date of the transaction   3 September 2024 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 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 1,500,000 d) Aggregated information   Aggregated volume   -      Price       1,500,000   Nil e) Date of the transaction   2 September 2024 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 500,000 d) Aggregated information   Aggregated volume   -      Price       500,000   Nil e) Date of the transaction   2 September 2024 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 250,000 d) Aggregated information   Aggregated volume   -      Price       250,000   Nil e) Date of the transaction   2 September 2024 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 900,000 d) Aggregated information   Aggregated volume   -      Price       900,000   Nil e) Date of the transaction   2 September 2024 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 800,000 d) Aggregated information   Aggregated volume   -      Price       800,000   Nil e) Date of the transaction   2 September 2024 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 583,334 d) Aggregated information   Aggregated volume   -      Price       583,334   Nil e) Date of the transaction   2 September 2024 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 416,667 d) Aggregated information   Aggregated volume   -      Price       416,667   Nil e) Date of the transaction   2 September 2024 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 416,667 d) Aggregated information   Aggregated volume   -      Price       416,667   Nil e) Date of the transaction   2 September 2024 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 82 652 8526     IR Cathy Malins +44 7876 796 629 [email protected] Berenberg Broker Matthew Armitt Jennifer Lee   +44 (0) 20 3207 7800 Stifel   Broker Ashton Clanfield Varun Talwar       +44 20 7710 7600 Tavistock Communications PR/IR Charles Vivian Tara Vivian-Neal +44 (0) 20 7920 3150 [email protected]   Notes to Editors: 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 intends to use a continuous ion exchange / continuous ion chromatography separation technique, 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 NPV10 of US$627 million, an average EBITDA operating margin of 75% and a payback period of < two years. More information is available at www.rainbowrareearths.com .  

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