REG - Rift Helium Limited - Intention to Float

Bradda Head LithiumAnnouncement

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RNS Number : 5403Z  Rift Helium Limited  08 April 2026

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT SHALL NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR THE SOLICITATION TO SELL OR
ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ORDINARY
SHARES OF RIFT HELIUM PLC (THE "COMPANY") IN ANY JURISDICTION.

Neither this announcement, nor anything contained herein, nor anything
contained in the admission document to be prepared and published by the
Company in accordance with the AIM Rules for Companies published by the London
Stock Exchange plc (the "Admission Document"), shall form the basis of, form
part of or be relied upon in connection with, or act as any inducement to
enter into an offer or commitment whatsoever in any jurisdiction. Prospective
investors should not subscribe for or purchase any securities referred to in
this announcement, except solely on the basis of the information contained in
the Admission Document in its final form (together with any supplementary
admission document if relevant), including the risk factors to be set out
therein, that may be published by the Company in connection with the proposed
admission of the issued and to be issued ordinary shares of the Company to
trading on AIM, the market operated by London Stock Exchange plc. A copy of
any admission document published by the Company will, if published, be
available for inspection on the Company's website at www.rifthelium.com
(http://www.rifthelium.com) , subject to certain access restrictions.

08 April 2026

 

Rift Helium plc

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

 

Intention to Float on AIM

 

Providing smart access to primary helium from a proven basin

 

Rift Helium, focused on the exploration and development of primary helium in a
proven basin in southwest Tanzania, is pleased to announce that the Company is
in the final stages of its application for admission of its ordinary shares to
trading on the London Stock Exchange's AIM market ("Admission"), with such
Admission expected to occur in mid-April 2026. On Admission, the Company would
trade under the "ticker" RIFT.

 

The Company has secured commitments to raise approximately £8.0 million
(gross) by way of a placing and direct subscription (the "Fundraising"). The
net proceeds of the Fundraising will strengthen the Company's balance sheet as
it enters an exciting stage in its development, targeting clear near-term
catalysts, including EIA approval, 3D seismic-led prospect definition and well
drilling at the Company's Upepo Project. Rift's Board believes its position in
the basin allows it to pursue a more focused, targeted and capital-efficient
exploration strategy than earlier entrants.

 

Investment Highlights

 

 ●    Direct exposure to primary helium in a proven basin: Rift offers investors
      exposure to a primary helium exploration opportunity in the Rukwa Basin, where
      adjacent exploration and drilling success has helped validate a working helium
      system and materially reduce basin risk.

 ●    Strategically located acreage: the Upepo Project comprises 283 km² of licence
      acreage in southwest Tanzania, adjacent to confirmed helium discoveries within
      an established and highly prospective helium basin.

 ●    Third-mover advantage: Rift believes it is well positioned to apply lessons
      from earlier basin entrants to pursue a more targeted, capital-efficient and
      lower-risk exploration strategy.

 ●    Meaningful resource potential: the independent CPR prepared by NSAI indicates
      a potentially sizable prospective helium resource, including a gross, unrisked
      P50 estimate of approximately 19 Bcf helium and a mean estimate of
      approximately 41 Bcf on the flagship licence block.

 ●    Clear near-term catalysts: the Group is targeting 3D seismic-led prospect
      definition in summer 2026, supporting well targeting and drilling planned for
      H1 2027.

 ●    Critical commodity with strong demand growth: helium is essential to a range
      of high-value applications, including semiconductors, medical imaging,
      scientific research, defence and aerospace, while global demand is projected
      to grow at 5-7% CAGR through to 2030 against constrained supply.

 ●    Infrastructure supporting future development: the Upepo Project benefits from
      access to existing transport infrastructure, including road and rail links to
      the port of Dar es Salaam, supporting future export routes to major
      international helium import markets with 90% of it split between Asia (~60%)
      and the EU (~30%). Tanzania is located on the eastern side of Africa, offering
      a clear route to Asia, the largest and fastest growing market for helium
      imports.

 ●    Experienced team with relevant experience: the Board, founding shareholders,
      senior management and technical team bring extensive experience across helium,
      critical minerals, natural resources, capital markets and in-country
      execution.

 ●    Supportive local positioning: development of the Upepo Project is supported by
      the local community.

 

Commenting, Rift Helium CEO, Charlie FitzRoy, said:

 

"Rift Helium is seeking to enter the market at a time when helium has become
more strategically important than ever. Recent disruption to Qatar's natural
gas supply has highlighted how concentrated and vulnerable global helium
supply can be, reinforcing the need for new primary helium sources.

 

"We believe Rift offers investors direct exposure to helium exploration upside
in the Rukwa Basin, a basin that is now proven to host a working helium
system. Our strategic position, alongside adjacent discoveries, combined with
our third-mover advantage, allows us to pursue a smarter, more targeted and
capital-efficient exploration strategy.

 

"With a CPR highlighting a gross, unrisked P50 prospective resource estimate
of approximately 19 Bcf recoverable helium on our flagship licence, clear
near-term catalysts in 3D seismic and drilling, and a Board and management
team with deep helium and capital markets experience, we believe Rift is well
positioned as we move toward Admission and to execute on its strategy after
IPO."

 

 

For further information:

 

 Charlie FitzRoy  Rift Helium plc                                     +44 (0)20 7770 6424

 Russel Swarts                                                        Rifthelium@celicourt.uk

 Ritchie Balmer   Strand Hanson (Nominated & Financial Adviser)       +44 (0) 207 409 3494

 Rob Patrick

 John Prior       Greenwood Capital (Equity Capital Markets Adviser)  info@greenwoodcp.co.uk

 Nick Orgill

 Nick Emerson     SI Capital (Joint Broker)                           +44 (0)1483 413 500

                                                                      info@sicapital.co.uk

 Simon Johnson    Zeus (Joint Broker)                                 +44 (0) 20 3829 5000

 James Bavister

 Mark Antelme     Celicourt (Financial PR)                            +44 (0)20 7770 6424

 Philip Dennis                                                        Rifthelium@celicourt.uk

 

 

www.rifthelium.com (http://www.rifthelium.com)

 

 

Background to the Company

 

 

Rift Helium plc is an England and Wales incorporated company which owns 99 per
cent. of the Upepo Project located in southwestern Tanzania, via its wholly
owned subsidiary, Kidunda (TZ) Limited. The Group's purpose is to actively
pursue the exploration, commercial development and monetisation of a
discovery-ready, non-hydrocarbon associated helium-rich gas within the Great
Rift Valley.

 

The Upepo Project comprises three Prospecting Licences located near the
southern shores of Lake Rukwa, Tanzania, and within the Rukwa Rift - forming
part of the extensive East Africa Rift System extending for 5,000 km across
the continent. The Company has identified five discrete exploration "leads",
primarily on its eastern licence, PL 12093/2022, which is less than 6 km east
of the Itumbula helium discovery.

 

The CPR by NSAI determined an unrisked, prospective P50 Best Estimate
(arithmetic) aggregate of over 19 Bcf recoverable helium for the Upepo
Project. The Competent Person's estimates of potential helium volume in the 10
individual reservoirs are based on the OGIP estimates and application (in the
probability modelling) of the total gas recovery factor ranging from 50 per
cent. to 90 per cent., as well as of a wide range of possible helium content
in gas, ranging from 1.3 per cent. He (P90) to 11.0 per cent. He (P10), and a
mean grade of 5.6 per cent. helium ("He").

 

The Company has attracted a strong management team with extensive experience
in helium exploration and development. The Company aims to leverage its third
mover advantage in the Rukwa helium province and intends to utilise the net
proceeds of the Fundraising to undertake efficient and effective exploratory
analysis, including a 3D seismic campaign and drilling activities at the Upepo
Project to advance its evaluation of the prospective helium resource and
progress its exploration plan.

 

 

The Board

 

The Board will comprise two Executive Directors and three Non-Executive
Directors. The Non-Executive Chair, Patrick Muwowo, is based in Tanzania,
while the other Directors are based in the United Kingdom and the United
States.

 

The Board's current Executive Director is Charlie FitzRoy (CEO), an
experienced natural resource executive with previous CEO roles including
Giyani Metals Corp (TSXV:EMM) and Bradda Head Lithium (AIM:BHL); and, on
Admission, will include Russel Swarts (CFO), a Chartered Accountant and
Finance Executive with over three decades' of international financial
leadership, including at Helium One.

 

The Board's Non-Executive Directors comprise Patrick Muwowo (Non-Executive
Chair and founding shareholder), a banking and finance professional with over
25 years' experience across international financial markets, investment
banking and project finance, with a particular focus on Africa, including at
Standard Chartered Bank Tanzania, JPMorgan Chase and Bank of America; Vincent
Hendrickx (Non-Executive Director), with two decades' of experience in mineral
exploration and investment; and, on Admission, Jonathan Owen (Non-Executive
Director), whose career has been focused on mining and natural resources with
previous roles including CEO of AIM-quoted Metals One plc, senior partner at
Proudfoot and COO at Helium One.

 

The Company has also secured the services of Basie Swanepoel as Chief
Operational Officer, and Lucas McLean-Hodgson as Chief Technical Officer who
will be based in Tanzania as and when required as the Project develops.

 

Thomas Abraham-James and Neil Herbert, who alongside Patrick Muwowo are
founding shareholders of the Company, are being appointed in senior advisory
capacities by the Board of Rift Helium. Mr. Abraham-James is also CEO and
co-founder of Pulsar Helium and the co-founder of Helium One, while Mr Herbert
is also the Executive Chair of Pulsar Helium.

 

As a whole, the Board and the Company's senior management have significant
experience in establishing, growing, financing and subsequently monetising
early-stage natural resources projects in Tanzania and more widely.

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL

 

This Announcement has been issued by and is the sole responsibility of the
Company.

 

This information contained in this Announcement is restricted and is not for
release, publication or distribution, directly or indirectly, in whole or in
part, in, into or from the United States, Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction in which the same would be
unlawful.

 

This Announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where such offer or solicitation may be restricted, unlawful or
unauthorised. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or sold in
Canada, Australia, Japan or the Republic of South Africa or to, or for the
account or benefit of, any national resident or citizen of Canada, Australia,
Japan or the Republic of South Africa. The ordinary shares in the capital of
the Company ("Ordinary Shares") have not been and will not be registered under
the United States Securities Act of 1933, as amended ("Securities Act") or the
securities laws of any other jurisdiction of the United States, and may not be
offered, sold, taken up, exercised, resold, renounced, delivered or
transferred, directly or indirectly, in the United States absent registration
under the Securities Act or an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and the
securities laws of any other jurisdiction of the United States. There will be
no public offer of the securities in the United States. Neither the US
Securities and Exchange Commission nor any securities regulatory body of any
state or other jurisdiction of the United States, nor any securities
regulatory body of any other country or political subdivision thereof, has
approved or disapproved of this document or the securities discussed herein or
passed on or endorsed the merits of the Fundraising or the accuracy or
adequacy of the contents of this Announcement. Any representation to the
contrary is a criminal offence in the United States.

 

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the POATR (as defined below)) to be published.

 

This Announcement is addressed to and directed only at persons who are (a)
persons in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 or (b)
persons in the United Kingdom who are "qualified investors" within the meaning
of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading
Regulations 2024 ("POATR") and who (i) have professional experience in matters
relating to investments and fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are high
net worth companies, unincorporated associations or partnerships or trustees
of high value trusts as described in article 49(2) of the Order; or (c)
persons to whom it may otherwise be lawful to communicate it (all such persons
together being referenced to as "relevant persons"). Any investment in
connection with the Fundraising will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant person should
not act or rely on this Announcement or any of its contents.

 

Such persons should seek their own independent legal, investment and tax
advice as they see fit. The distribution of this Announcement and the offering
of Ordinary Shares pursuant to the Fundraising in certain jurisdictions may be
restricted by law.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") by a person authorised under FSMA.

 

Strand Hanson Limited ("Strand"), which is authorised and regulated in the
United Kingdom by the FCA, has not authorised the contents of this
Announcement and is acting exclusively for the Company as nominated &
financial adviser in connection with the Admission for the purposes of the AIM
Rules for Companies, and no one else, in connection with Admission and the
other matters referred to in this Announcement, and is not advising or
treating as a client any other person nor will it be responsible to any person
other than the Company (whether or not a recipient of this Announcement) for
providing the protections afforded to its customers or for providing advice in
relation to Admission or any other matters referred to in this Announcement.
Neither Strand nor any of its affiliates accepts any responsibility whatsoever
for the contents of the information contained in this Announcement or for any
other statement made or purported to be made by or on behalf of Strand or any
of its affiliates in connection with the Company or Admission.

 

Greenwood Capital Partners Limited ("Greenwood Capital") which is authorised
and regulated by the FCA in the United Kingdom is acting exclusively for the
Company as equity capital markets adviser and no one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Greenwood Capital or for advising any other person in respect of
the contents contained herein.

 

SI Capital Ltd ("SI Capital") which is authorised and regulated by the FCA in
the United Kingdom and is a member of the London Stock Exchange is acting
exclusively for the Company as joint broker and no one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of SI Capital or for advising any other person in respect of the
contents contained herein.

 

Zeus Capital Limited ("Zeus Capital") which is authorised and regulated by the
FCA in the United Kingdom and is a member of the London Stock Exchange is
acting exclusively for the Company as joint broker and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Zeus Capital or for advising any other person in
respect of the contents contained herein.

 

No action has been taken by the Company, Strand, Greenwood Capital, SI Capital
or Zeus Capital that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required.

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement is
subject to change without notice and, except as required by applicable law or
regulation, neither the Company, nor any of Strand, Greenwood Capital, SI
Capital or Zeus Capital nor any of their respective affiliates assume any
responsibility or obligation to update or review any of the forward-looking
statements contained herein. No reliance should be placed on forward-looking
statements, which speak only as of the date of this Announcement.

 

No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.

 

Neither the content of the Company's website, nor any website accessible by
hyperlinks on the Company's website, is incorporated in, or forms part of,
this Announcement.

 

 

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