AIM Rule 26

Description of Business, country of incorporation and main country of operation

Rift Helium plc (“Rift Helium” or the “Company”) is an England and Wales incorporated company which owns, via its 99% owned subsidiary, Kidunda (TZ) Limited, 100% of the Upepo Project located in southwestern Tanzania. 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 Company’s 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 company’s main country of operation is the Republic of Tanzania.

Patrick Muwowo – Non-Executive Chair

Mr Muwowo is 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. He has worked with major financial institutions in Europe and emerging markets, structuring financing solutions across infrastructure, power and mining projects.

Mr Muwowo is a co-founder and led the incorporation of the Company and the acquisition of helium licences in the Rukwa Rift region of southern Tanzania. He is also the founder and managing partner of Argenta Capital Partners Limited, where he advises on project finance origination, capital raising and Africa-focused market entry strategies.

Previously, Mr Muwowo held roles at Standard Chartered in Tanzania as Director and Head of Financial Market Sales and at JPMorgan Chase in London in credit and rates markets. He began his career trading European government and high-yield bonds in London.

Mr Muwowo holds a BA (Hons) in Spanish with a minor in Economics from the University of Bristol and is fluent in English, Spanish, French and Kiswahili.

Charlie FitzRoy – Chief Executive Officer

Mr FitzRoy is an experienced critical minerals and mining executive having acted as CEO of the AIM-quoted lithium explorer, Bradda Head Lithium, and CEO of Toronto and Frankfurt quoted Giyani Metals Corp.

His earlier experience includes roles in corporate development, strategy, M&A, equity research, and asset management, having worked at CMOC, Citi, BlackRock and Arden Partners, gaining broad exposure across the global critical minerals, metals and mining sectors. Prior to that he served for five years in the British Army.

He holds degrees in Geology (BSc Hons) and Metals & Energy Finance (MSc) and is a fellow of the Geological Society and a professional member of the Institute of Materials, Minerals and Mining (MIMMM).

Russel Swarts – Chief Financial Officer and Director

Mr Swarts is a Chartered Accountant (South Africa) with experience in international listed reporting, corporate governance, mergers and acquisitions, and specialist financing across the natural resources sector. His career spans senior finance and board roles with AIM, Australian Securities Exchange, Johannesburg Stock Exchange (JSE) and Toronto Stock Exchange-quoted companies, as well as advisory work to multinational organisations.

Mr Swarts has held a number of senior leadership positions, including Chief Financial Officer of AIM-quoted URU Metals Limited and Finance Director of Helium One, where he was part of the team that delivered the company’s AIM admission and subsequent capital raisings.

Earlier in his career, Mr Swarts held finance director, chief executive and advisory roles across private equity, mining, telecommunications and industrial businesses, and has advised on significant transactions including the US$2.5 billion acquisition of UraMin Ltd by Areva NC.

Mr Swarts qualified as a Chartered Accountant in 1989 after completing a B Compt and Honours B Comptat the University of South Africa.

Jonny Owen – Independent Non-Executive Director

Mr Owen is a senior mining and metals executive with over 25 years’ international experience in building businesses, transforming operations and delivering growth across the natural resources sector. He has a track record in securing funding, operating licences and market listings, and has worked extensively across Europe and East Africa.

Mr Owen is currently a Partner at Pallas Investments LLP and Managing Director of Trans4mine, advising mining companies on operational readiness and transformation. He was previously Chief Executive Officer of Metals One plc, where he led the company’s AIM admission and oversaw the expansion of its critical minerals portfolio.

Earlier in his career, Mr Owen served as Chief Operating Officer of Helium One, as well as holding senior roles with Joy Global Inc., Caspian Ltd and Sandvik across Africa and Eurasia. Mr Owen holds a BEng (First Class Hons) in Mining Engineering from the Camborne School of Mines, University of Exeter, and is a Fellow of the Geological Society.

Vincent Hendrickx – Independent Non-Executive Director

Mr Hendrickx is an experienced executive and investor with a background of mineral exploration, software development and medical technologies. He has held senior leadership roles across early-stage and growth businesses, with a focus on operations, product development and commercial strategy.

Mr Hendrickx previously served as Director of UrAmerica, a uranium exploration company, where he was involved in operations, investor relations and business development, including supporting the securing of significant investment into the business. He later held senior roles at software design and engineering firm Codelitt, including Chief Operating Officer and Chief Executive Officer.

Mr Hendrickx currently works with start-ups on product management and serves as National Sales Director at F Care Systems USA. He is also an investor in helium and uranium exploration ventures. Mr Hendrickx holds a Bachelor’s degree in Biology from Boston University.

Board Responsibilities and Corporate Governance Code

The Board recognises the importance of corporate governance and is committed to ensuring that appropriate standards of corporate governance are maintained and are proportionate to the Company’s current stage of development and size. As a result, the Board has adopted the Quoted Companies Alliance Corporate Governance Code (2023) (the “QCA Code”).

It is believed that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.

The Board will aim to comply with the QCA Code to the best of their ability specifically detailing any diversions from the code.

The QCA Code has 10 principles of corporate governance that the Company has committed to apply within the foundations of the business. The 10 principles can be found via the following link:

Committees:

Remuneration Committee

The Remuneration committee will be chaired by Vincent Hendrickx and its other member will be Jonathan Owen, both of whom are independent Non-Executive Directors. The Remuneration Committee will meet at least once each year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Group. At this stage, the Board does not believe that there is a requirement for a separate nominations committee and matters relating to nominations will be considered by the Board as a whole.

Audit & Risk Committee

The Audit & Risk Committee will be chaired by Jonathan Owen and its other member will be Vincent Hendrickx, both of whom are independent Non-Executive Directors. The Audit & Risk Committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit & Risk Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Group. The Audit & Risk Committee will meet at least twice a year and additionally when necessary. Compliance with the AIM Rules and Market Abuse Regulation will be covered within the Audit & Risk Committee.

Details of listings or trading platform

The Company’s ordinary shares are admitted to trading on the AIM market of the London Stock Exchange, and no applications have been made to trade on any other exchange or platform.

Details of restrictions on the transfer of securities

There are no restrictions on the free transferability of the Company’s AIM securities. 

UK City Code on Takeovers and Mergers 

Rift Helium plc is subject to the UK City Code on Takeovers and Mergers.