Exercise of Options & Warrants & Issue of Shares
Rainbow Rare Earths Limited announced the issuance of 2,683,334 ordinary shares, including 2,000,000 shares to Pipestone Capital Inc. at £0.0455 each, and 683,334 shares under its Restricted Share Unit scheme to directors for nil consideration. These new shares, expected to be admitted to trading around August 12, 2026, will rank pari passu with existing shares, bringing the total to 702,375,589. Following this, the beneficial ownership of persons discharging managerial responsibilities has been updated, with George Bennett's interest increasing to 6.07% and other directors also seeing slight increases in their holdings.
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Rainbow announces the issue of 2,683,334 ordinary shares of no par value pursuant to the exercise of options and warrants and the issue of shares under the Company's Restricted Share Units ("RSU") scheme as follows:
- 2,000,000 shares issued to Pipestone Capital Inc, in which the Company's CEO, George Bennett, has a beneficial interest, at an exercise price of £0.0455 per share.
- 166,667 RSU shares issued to Atul Bali, non-executive Director, for nil consideration.
- 166,667 RSU shares issued to J Peter Pham, non-executive Director, for nil consideration.
- 250,000 RSU shares issued to Shawn McCormick, non-executive Director, for nil consideration.
- 100,000 shares issued pursuant to the exercise of other employee share options, for nil consideration.
The 2,683,334 new Ordinary Shares to be issued 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 12 August 2026. The new shares will, when issued, rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 702,375,589 Ordinary Shares in issue. This figure 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.
Following the admission of the new Ordinary Shares, the beneficial ownership of the Company by persons discharging managerial responsibility ("PDMR") are as follows:
| Name | No. of Ordinary Shares held prior to the Award | % interest in Ordinary Shares held prior to the Award | No. of Ordinary Shares held immediately following Admission | % interest in Ordinary Shares immediately following Admission | ||||
| George Bennett | 40,503,150 | 5.79% | 42,503,150 | 6.07% | ||||
| Atul Bali | 4,670,991 | 0.67% | 4,873,658 | 0.69% | ||||
| J Peter Pham | 881,499 | 0.13% | 1,048,166 | 0.15% | ||||
| Shawn McCormick | 9,733,237 | 1.39% | 9,983,237 | 1.43% | ||||
| Appendix | ||||||||
| 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 | ||||||
| a) | Name | Rainbow Rare Earths Limited | ||||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||||
| b) | Nature of the transaction | Issue of incentive award shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume - Price | 2,000,000 £91,000 | ||||||
| e) | Date of the transaction | 12 August 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 | ||||||
| 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 | ||||||
| a) | Name | Rainbow Rare Earths Limited | ||||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||||
| b) | Nature of the transaction | Issue of incentive award shares | ||||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 166,667 | ||||||
| d) | Aggregated information Aggregated volume - Price | 166,667 Nil | ||||||
| e) | Date of the transaction | 12 August 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 | ||||||
| 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 | ||||||
| a) | Name | Rainbow Rare Earths Limited | ||||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||||
| b) | Nature of the transaction | Issue of incentive award shares | ||||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 166,667 | ||||||
| d) | Aggregated information Aggregated volume - Price | 166,667 Nil | ||||||
| e) | Date of the transaction | 12 August 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 | ||||||
| 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 | ||||||
| a) | Name | Rainbow Rare Earths Limited | ||||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||||
| b) | Nature of the transaction | Issue of incentive award shares | ||||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 250,000 | ||||||
| d) | Aggregated information Aggregated volume - Price | 250,000 Nil | ||||||
| e) | Date of the transaction | 12 August 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 | ||||||
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.