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Schedule One - Rift Helium plc | RNS | Ticker

Schedule One - Rift Helium plc

RNS Announcement

RNS Number : 5105Z

AIM

07 April 2026

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Rift Helium plc ("Rift Helium" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Unit 12 Old Mills Industrial Estate

Paulton

Bristol BS39 7SU

United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://rifthelium.com (AIM Rule 26 information available from admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Rift Helium is a helium exploration and development company. The Company is currently focused on the exploration of a discovery-ready, non-hydrocarbon associated helium bearing acreage at its early-stage Upepo Project, located in southwestern Tanzania, within the Rukwa Rift - forming part of the East Africa Rift System (the "Upepo Project").

The Upepo Project comprises three prospecting licences over 283 km² in the Rukwa Basin, near to existing helium projects operated by Helium One Global Ltd (AIM: HE1) ("Helium One") and Noble Helium Limited (ASX: NHE) ("Noble Helium"). The Company has identified five discrete exploration leads, primarily on its eastern licence, PL 12093/2022. The Company aims to leverage its third-mover advantage in the Rukwa helium province and intends to benefit from the reduced geological risk in light of recent helium discoveries by Helium One and Noble Helium.

The Company's main country of operation is the United Republic of Tanzania.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") to be admitted: TBC

Issue Price: TBC

No Ordinary Shares held in treasury

No restrictions on transfer of the Ordinary Shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: TBC

Anticipated market capitalisation on admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mr. Patrick Ambwene Muwowo - Non-Executive Chair

Mr. Charles ("Charlie") Edward Millett FitzRoy - Chief Executive Officer

Mr. Russel Edwin Swarts - Chief Financial Officer and Proposed Director

Mr. Vincent Jan Hendrickx - Independent Non-Executive Director

Mr. Jonathan ("Jonny") David Owen - Proposed Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Shareholding
Shareholder	Pre-admission	Post-admission*
Thomas ("Tom") Abraham-James	15.3%	TBC
Patrick Muwowo	15.3%	TBC
Cambrian Limited (beneficially owned by Neil Herbert)	15.3%	TBC
Barnard Nominees Limited	9.8%	TBC
Sabona Investments Limited	9.6%	TBC
Archean Pty Ltd	8.0%	TBC
Metals One plc	5.7%	TBC

Note:

* Post admission interests are not yet known, as they are subject to the fundraise price and quantum.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i. 31 December

ii. 31 December 2025 (audited annual results)

iii. 30 September 2026 (unaudited interim results for the six months ending 30 June 2026)

iii. 30 June 2027 (audited annual results for the year ending 31 December 2026)

iii. 30 September 2027 (unaudited interim results for the six months ending 30 June 2027)

EXPECTED ADMISSION DATE:

Late April 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

NAME AND ADDRESS OF BROKER:

Equity Capital Markets Adviser:

Greenwood Capital Partners Limited

20 Wenlock Road

London N1 7GU

United Kingdom

Joint Brokers:

SI Capital Ltd

20 North Audley Street

London W1K 6WE

United Kingdom

Zeus Capital Limited

Stock Exchange Tower

125 Old Broad St

London EC2N 1AR

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website at https://rifthelium.com from the date of admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

7 April 2026

NEW/ UPDATE:

New

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END

PAASSEFDWEMSELL

RNS metadata

Title: Schedule One - Rift Helium plc
Time: 15:00:00
Date: 7 Apr 2026
Category: Capital structure
ID: 5105Z