Grant of Share Based Remuneration
Rainbow Rare Earths Limited has announced the grant of share-based remuneration totaling 15,206,892 nil-priced share options and restricted share units to directors and other staff. This award represents 2.2% of the company's existing issued share capital, bringing the total outstanding share-based incentive awards to 4.9%. The remuneration is structured as nil-priced share options vesting over two to three years and restricted share units vesting on June 30, 2027, intended to minimize cash payments while the Group remains pre-revenue and to foster share ownership among directors.
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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 30 June 2027 | Nil priced Share Options Vesting Over 2-3 years | Restricted Share Units Vesting 30 June 2027 | 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.
| 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 | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 3,946,434 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 1,250,000 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 1,125,000 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 375,000 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 360,000 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 2,290,458 |
| 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 |
| 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 |
| a) | Name | Rainbow Rare Earths Limited |
| b) | LEI | 213800HONYSAXTG6KS11 |
| b) | Nature of the transaction | Award of nil priced options. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 1,000,000 |
| 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 |
| 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 | Award of restricted share units. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 625,000 |
| 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 |
| 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 | Award of restricted share units. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 375,000 |
| 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 |
| 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 | Award of restricted share units. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 360,000 |
| 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 |
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