Subscription raises £11.1m from investors

THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

FOR IMMEDIATE RELEASE

31 March 2026

Rainbow Rare Earths Limited

("Rainbow" or "the Company")

LSE: RBW

Subscription raises £11.1 million (ca. US$14.6 million) from strategic investors

Rainbow Rare Earths is pleased to announce that it has agreed, conditional only upon Admission (as defined below), to issue 55,420,773 new ordinary shares in the Company of no par value each ("Ordinary Shares") at a price of 20p per Ordinary Share (the "Subscription Price"), thereby raising gross proceeds of £11.1 million (ca. US$14.6 million) (the "Subscription"). The Subscription Price represents a 6.5% discount to the closing share price of 21.4p per Ordinary Share on 30 March 2026 when the Subscription Price was agreed.

The Ordinary Shares are being issued to new strategic investors, as well as certain existing shareholders. The strategic investors include two US-based single family offices and Traxys Group ("Traxys"), one of the suppliers servicing ''Project Vault'', and one of the largest traders of rare earth products in the West. Project Vault is the US$12 billion strategic fund set up by the US Government for building a strategic critical minerals stockpile.

The gross Subscription proceeds cover the Company's financing requirements beyond the end of Q2 2027. The gross proceeds will allow for the finalisation of the Phalaborwa definitive feasibility study ("DFS") in 2026, the completion of the Uberaba pre-feasibility study ("PFS") in 2027 and for general working capital purposes.

George Bennett, CEO of Rainbow, commented: "We are delighted to have received support from both an existing strategic shareholder and new high quality strategic investors. The support of Traxys, a partner to the US Government's Project Vault and a leading rare earth trader, underpins Rainbow's strategy to supply critical minerals to the US market. All investors see the value of investing in Rainbow and support the Company's vision to become one of the highest margin and lowest cost producers of rare earths. The funds raised will allow Rainbow to complete both the Phalaborwa DFS by the end of 2026 and the Uberaba PFS with our partner, Mosaic."

BMO Capital Markets Limited is acting as sole financial adviser to the Company in connection with the Subscription.

Total voting rights and Admission

The 55,420,773 new Ordinary Shares to be issued pursuant to the Subscription (the "New Shares") 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 9 April 2026. The New Shares will, when issued, rank pari passu with the existing Ordinary Shares. 

Following Admission, the Company will have 699,692,255 Ordinary Shares in issue and this number 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.

For further information, please contact:

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 by developing projects that recover rare earth elements from phosphogypsum, a by-product of fertiliser production. This approach avoids traditional mining and allows projects to be advanced more quickly and at lower cost. The Company is progressing two projects: Phalaborwa in South Africa and Uberaba in Brazil, and these projects are expected to produce critical materials for a wide range of industrial, energy, and defence applications. 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.

IMPORTANT NOTICES

This announcement includes "forward looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Public Offers and Admissions to Trading Regulations 2024, MAR and the Disclosure Guidance and Transparency Rules), the Company expressly disclaims any obligation or undertaking to disseminate or release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

BMO Capital Markets Limited ("BMO") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. BMO acting exclusively for the Company and no one else in connection with the Subscription, the contents of this announcement or any other matters referred to in this announcement. BMO will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Subscription, the content of this announcement or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Subscription, the content of this announcement or any other matters referred to in this announcement.