/Equities/XLON/RBW/RNS

Conditional shares issue & share options exercise

RNS Number : 7686V

Rainbow Rare Earths Limited

06 December 2023

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6 December 2023

Rainbow Rare Earths Limited

("Rainbow" or "the Company")

LSE: RBW

ISSUE OF CONDITIONAL SHARES FROM SEPTEMBER PLACING AND EXERCISE OF SHARE OPTIONS

Rainbow Rare Earths is pleased to announce that further to the placing announcements dated 27 September 2023 and 4 October 2023 and the results of the Annual General Meeting ("AGM") announced 21 November 2023, the 4,213,459 new ordinary shares of no par value each in the Company ("Ordinary Shares") conditionally placed with Pella Ventures Limited ("Pella") have now been issued (the "Conditional Shares"). Pella is a family office with a focus on clean technologies and sustainable energy and is a related party on the basis that its founder, Adonis Pouroulis, is also Non-Executive Chairman of Rainbow.

In addition, George Bennett, Rainbow's CEO, has exercised 1,458,000 nil priced share options originally issued in January 2021.

George Bennett, CEO, commented: "We are very encouraged by the strong support we received at our recent fundraising and are pleased to issue the final 4.2 million Conditional Shares from that placing now that shareholder approval has been obtained. I am happy to show my ongoing support for Rainbow by increasing my holding via the exercise of share options."

Total voting rights and Admission

An application has been made for the 4,213,459 Conditional Shares and 1,458,000 option shares (together, 5,671,459 "New Ordinary Shares") to be issued, 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. It is expected that Admission will become effective and that dealing in the New Ordinary Shares will commence on or around 11 December 2023. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. Following Admission of the New Ordinary Shares, the Company will have 630,316,655 Ordinary Shares in issue.

The above figure of 630,316,655 Ordinary Shares 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.

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.

Notification of Major Shareholdings

Further to the issue of the New Ordinary Shares, the following changes in major shareholdings are notifiable:

Name	No. of Ordinary Shares held prior to the issue	% interest in Ordinary Shares held prior to the issue	No. of Ordinary Shares held immediately following Admission of the New Ordinary Shares	% interest in Ordinary Shares immediately following Admission of the New Ordinary Shares
Adonis Pouroulis¹	84,108,870	13.47%	88,322,329	14.01%
TechMet Limited	75,206,112	12.04%	75,206,112	11.93%
George Bennett²	37,347,298	5.98%	38,805,298	6.16%

1. Adonis Pouroulis' holding includes shares held by Pella Ventures Limited, which is beneficially owned by Adonis Pouroulis.

2. George Bennett's holding includes shares held by Pipestone Capital Inc, which is beneficially owned by George Bennett.

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 NPV₁₀ 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: Standard 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						X
An acquisition or disposal of financial instruments
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:			11.12.2023
6. Date on which issuer notified (DD/MM/YYYY):			05.12.2023
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	14.01				88,322,329
Position of previous notification (if applicable)	13.47

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		88,322,329					14.01


SUBTOTAL 8. A		88,322,329					14.01

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	05.12.2023

TR-1: Standard 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						X
An acquisition or disposal of financial instruments
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
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached ^vi:			11.12.2023
6. Date on which issuer notified (DD/MM/YYYY):			05.12.2023
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	6.16				38,805,298
Position of previous notification (if applicable)	5.98

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		38,805,298					6.16


SUBTOTAL 8. A		38,805,298					6.16

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	05.12.2023

TR-1: Standard 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
Other (please specify) ⁱⁱⁱ: Dilution from issue of new ordinary shares						X
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:			11.12.2023
6. Date on which issuer notified (DD/MM/YYYY):			05.12.2023
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	11.93				75,206,112
Position of previous notification (if applicable)	12.04

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		75,206,112					11.93


SUBTOTAL 8. A		75,206,112					11.93

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	05.12.2023

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

Details of the person discharging managerial responsibilities/person closely associated

Name

Adonis Pouroulis

Reason for the notification

Position/status

Director

Initial notification/ Amendment

Initial Notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

Name

Rainbow Rare Earths Limited

LEI

213800HONYSAXTG6KS11

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

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of no par value

GG00BD59ZW98

Nature of the transaction

Purchase of shares pursuant to a placing.

Price(s) and volume(s)

Price(s)	Volume(s)

£0.15	4,213,459 - Purchased by Pella Ventures Ltd

Aggregated information

Aggregated volume

- Price

4,213,459

£632,018.85

Date of the transaction

11 December 2023

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

Details of the person discharging managerial responsibilities/person closely associated

Name

George Bennett

Reason for the notification

Position/status

Director

Initial notification/ Amendment

Initial Notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

Name

Rainbow Rare Earths Limited

LEI

213800HONYSAXTG6KS11

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

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of no par value

GG00BD59ZW98

Nature of the transaction

Purchase of shares pursuant to a placing.

Price(s) and volume(s)

Price(s)	Volume(s)

£Nil	1,458,000 - issued further to exercise of share options

Aggregated information

Aggregated volume

- Price

1,458,000

£Nil

Date of the transaction

11 December 2023

Place of the transaction

Outside of a trading venue

[1] Net present value using a 10% forward discount rate

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END

IOEEASASESPDFFA

Date	6 Dec 2023
Time	07:00:08
Category	Capital structure
ID	7686V

Date	6 Dec 2023
Time	07:00:08
Category	Capital structure
ID	7686V

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Conditional shares issue & share options exercise