REG - AIM - Schedule One - Rift Helium plc

Helium One GlobalAnnouncement

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RNS Number : 5105Z  AIM  07 April 2026

 

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

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

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Unit 12 Old Mills Industrial Estate

 Paulton

 Bristol BS39 7SU

 United Kingdom

 COUNTRY OF INCORPORATION:

 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 https://rifthelium.com (AIM Rule 26 information available from admission)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Rift Helium is a helium exploration and development company. The Company is
 currently focused on the exploration of a discovery-ready, non-hydrocarbon
 associated helium bearing acreage at its early-stage Upepo Project, located in
 southwestern Tanzania, within the Rukwa Rift - forming part of the East Africa
 Rift System (the "Upepo Project").

 The Upepo Project comprises three prospecting licences over 283 km(2) in the
 Rukwa Basin, near to existing helium projects operated by Helium One Global
 Ltd (AIM: HE1) ("Helium One") and Noble Helium Limited (ASX: NHE) ("Noble
 Helium"). The Company has identified five discrete exploration leads,
 primarily on its eastern licence, PL 12093/2022. The Company aims to leverage
 its third-mover advantage in the Rukwa helium province and intends to benefit
 from the reduced geological risk in light of recent helium discoveries by
 Helium One and Noble Helium.

 The Company's main country of operation is the United Republic of Tanzania.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of 0.1 pence each in the capital of the Company
 ("Ordinary Shares") to be admitted: TBC

 Issue Price: TBC

 No Ordinary Shares held in treasury

 No restrictions on transfer of the Ordinary Shares

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on admission: TBC

 Anticipated market capitalisation on admission: TBC

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 TBC

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 N/A

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 No

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Mr. Patrick Ambwene Muwowo - Non-Executive Chair

 Mr. Charles ("Charlie") Edward Millett FitzRoy - Chief Executive Officer

 Mr. Russel Edwin Swarts - Chief Financial Officer and Proposed Director

 Mr. Vincent Jan Hendrickx - Independent Non-Executive Director

 Mr. Jonathan ("Jonny") David Owen - Proposed Independent Non-Executive
 Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

                                                       Shareholding
 Shareholder                                            Pre-admission  Post-admission*
 Thomas ("Tom") Abraham-James                           15.3%          TBC
 Patrick Muwowo                                         15.3%          TBC
 Cambrian Limited (beneficially owned by Neil Herbert)  15.3%          TBC
 Barnard Nominees Limited                               9.8%           TBC
 Sabona Investments Limited                             9.6%           TBC
 Archean Pty Ltd                                        8.0%           TBC
 Metals One plc                                         5.7%           TBC

 

 Note:

 * Post admission interests are not yet known, as they are subject to the
 fundraise price and quantum.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 i.          31 December

 ii.          31 December 2025 (audited annual results)

 iii.         30 September 2026 (unaudited interim results for the six
 months ending 30 June 2026)

 iii.         30 June 2027 (audited annual results for the year ending
 31 December 2026)

 iii.         30 September 2027 (unaudited interim results for the six
 months ending 30 June 2027)

 EXPECTED ADMISSION DATE:

 Late April 2026

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Equity Capital Markets Adviser:

 Greenwood Capital Partners Limited

 20 Wenlock Road

 London N1 7GU

 United Kingdom

 Joint Brokers:

 SI Capital Ltd

 20 North Audley Street

 London W1K 6WE

 United Kingdom

 Zeus Capital Limited

 Stock Exchange Tower

 125 Old Broad St

 London EC2N 1AR

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website at https://rifthelium.com (https://rifthelium.com) from the date of
 admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 7 April 2026

 NEW/ UPDATE:

 New

 

Note:

* Post admission interests are not yet known, as they are subject to the
fundraise price and quantum.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

i.          31 December

 

ii.          31 December 2025 (audited annual results)

 

iii.         30 September 2026 (unaudited interim results for the six
months ending 30 June 2026)

 

iii.         30 June 2027 (audited annual results for the year ending
31 December 2026)

 

iii.         30 September 2027 (unaudited interim results for the six
months ending 30 June 2027)

 

EXPECTED ADMISSION DATE:

 

Late April 2026

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Equity Capital Markets Adviser:

 

Greenwood Capital Partners Limited

20 Wenlock Road

London N1 7GU

United Kingdom

 

Joint Brokers:

 

SI Capital Ltd

20 North Audley Street

London W1K 6WE

United Kingdom

 

Zeus Capital Limited

Stock Exchange Tower

125 Old Broad St

London EC2N 1AR

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website at https://rifthelium.com (https://rifthelium.com) from the date of
admission.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

7 April 2026

 

NEW/ UPDATE:

 

New

 

 

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