REG - Rainbow Rare Earths - Subscription raises £11.1m from investors

Rainbow Rare EarthsAnnouncement

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RNS Number : 8144Y  Rainbow Rare Earths Limited  31 March 2026

THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED
REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

FOR IMMEDIATE RELEASE

 

31 March 2026

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.

For further information, please contact:

 

 Rainbow Rare Earths Ltd   Company  George Bennett  +27 (0) 82 652 8526

                                    Pete Gardner
                           IR       Cathy Malins    +44 (0) 7876 796 629

                                                    cathym@rainbowrareearths.com (mailto:cathym@rainbowrareearths.com)
 Tavistock Communications  PR/IR    Charles Vivian  +44 (0) 20 7920 3150

                                    Eliza Logan     rainbowrareearths@tavistock.co.uk (mailto:rainbowrareearths@tavistock.co.uk)
 Berenberg                 Broker   Matthew Armitt  +44 (0) 20 3207 7800

                                    Jennifer Lee

 

About Rainbow:

Rainbow Rare Earths aims to be a forerunner in the establishment of an
independent and ethical supply chain of the rare earth elements that are
driving the green energy transition. It is doing this by developing projects
that recover rare earth elements from phosphogypsum, a by-product of
fertiliser production. This approach avoids traditional mining and allows
projects to be advanced more quickly and at lower cost. The Company is
progressing two projects: Phalaborwa in South Africa and Uberaba in Brazil,
and these projects are expected to produce critical materials for a wide range
of industrial, energy, and defence applications. More information is available
at www.rainbowrareearths.com (http://www.rainbowrareearths.com/) or by
visiting the Rainbow Rare Earths Curation Showcase at: Curation Connect -
Rainbow Rare Earths Showcase
(https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903?utm_source=media&utm_campaign=media&utm_id=media)
or https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903
(https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903) .

IMPORTANT NOTICES

This announcement includes "forward looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements proceeded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such forward
looking statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the actual
results, performance or achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward looking statements. Such forward looking statements are based on
numerous assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in the
future. These forward-looking statements speak only as at the date of this
announcement. Except as required by the FCA, the London Stock Exchange or
applicable law (including as may be required by the Listing Rules, the Public
Offers and Admissions to Trading Regulations 2024, MAR and the Disclosure
Guidance and Transparency Rules), the Company expressly disclaims any
obligation or undertaking to disseminate or release publicly any updates or
revisions to any forward looking statements contained in this announcement to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based.

BMO Capital Markets Limited ("BMO") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. BMO acting exclusively for the
Company and no one else in connection with the Subscription, the contents of
this announcement or any other matters referred to in this announcement. BMO
will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Subscription, the content of
this announcement or any other matters referred to in this announcement and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice to any other
person in relation to the Subscription, the content of this announcement or
any other matters referred to in this announcement.

 

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