Subscription raises £11.1m from investors

596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

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.