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On 10 September 2026, Rainbow Rare Earths Limited's Board of Directors approved the grant of 15,206,892 share-based remuneration awards, consisting of Nil Priced Share Options and Restricted Share Units, to Directors, Persons Discharging Managerial Responsibility, and other staff. This grant represents 2.2% of the existing issued share capital prior to the award, increasing the total outstanding share-based incentives to 34,608,894, or 4.9% of the existing issued share capital.
| Date | 11 Sept 2026 |
| Time | 09:22:52 |
| Category | Capital structure |
| ID | 4196U |
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 |
Nil priced Share Options Vesting Over |
Restricted Share Units Vesting |
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 |
+27 (0) 82 652 8526 |
|
|
IR
|
Elizabeth Johnson |
+44 (0) 777 565 5927 |
|
Tavistock Communications |
PR/IR |
Charles Vivian Eliza Logan |
+44 (0) 20 7920 3150 |
|
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
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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)
|
| ||||
|
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 | ||||