REG-Pensana Plc: Drawdown of first USD 25 million of mine finance

PensanaAnnouncement

15/05/2025 08:30

15 May 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Pensana Plc

("Pensana" or the "Company")

 

Drawdown of first USD 25 million of mine finance

 

Pensana is pleased to announce that, further to the Longonjo Finance
announcement of 18 March 2025 ("the Financing"), wherein the Company announced
the approval for the full financing of the Longonjo Rare Earth Mine, the
Company has now agreed the terms and timing for the deployment of the first
USD 25 million equity tranche, as part of the Financing, to be deployed by the
Angolan Sovereign Wealth Fund ("FSDEA")  at subsidiary level into Ozango
Minerais SA.

 

Additionally, FSDEA has agreed the terms for the conversion into Pensana
equity of the USD 15 million bridging loan, previously advanced over the past
18 months to facilitate early-stage construction at Longonjo, into equity
("the Conversion Shares").

 

Subject to regulatory and shareholders approvals, the Company will be looking
to apply for the Conversion Shares to be admitted to listing on the standard
listing segment of the Official List of the Financial Conduct Authority (the
"FCA") and to trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") ("Admission").

Paul Atherley, Chairman of Pensana, commented:

"We are extremely grateful to the Angolan Sovereign Wealth Fund for its
ongoing support for the development of the Longonjo project. Longonjo is the
world's largest and highest-grade undeveloped magnet metal rare earth project.

Its development will generate hundreds of local high value jobs, give work to
many local businesses and once in production will generate substantial fiscal
returns for the Angolan government.

Having already established the camp and site infrastructure the USD 25 million
drawdown will allow main construction to commence and will put Angola on the
map as a major player in the global rare earth supply chain."

Summary of the terms of the Transaction

Conversion

Pursuant to the USD 15 million Loan Facility entered into between the Company
and FSDEA's wholly owned subsidiary, ASF Yova Mining Holding Limited ("ASF
Yova"), on 7 August 2023 ("the Facility"), the Company and ASF Yova have
conditionally agreed, subject to final FSDEA Board approval, that the amount
of USD 15 million outstanding under the Facility will be converted into
ordinary shares in the Company ("the Conversion"). The conversion price for
the Conversion Shares will be 24 pence. Following Admission, ASF Yova will
hold approximately 37 per cent. of the Company's issued ordinary share
capital.

 

The Conversion is conditional upon, among other things:

(i)                  as, following completion of the
Conversion, ASF Yova is expected to own approximately 37 per cent. of the
Company's issued ordinary share capital, the Panel on Takeovers and Mergers
(the "Panel") having granted a waiver under Rule 9 of the City Code on
Takeovers and Mergers (the "Takeover Code") on the obligation on ASF Yova to
make a mandatory offer to all the Company's shareholders ("Shareholders") to
acquire their Ordinary Shares (the "Rule 9 Waiver"), subject to approval by
Shareholders of the same;

(ii)                in connection with the Rule 9 Waiver,
approval by the Panel of, and publication of, a shareholder circular (the
"Circular") convening a general meeting of Shareholders to consider and, if
thought fit, approve the Rule 9 Waiver, as well as resolutions providing
authority to the board of directors of the Company to allot and issue and
disapply statutory pre-emption rights in relation to the allotment and issue
of the Conversion Shares, and approval by Shareholders of all such
resolutions.

Timetable and next steps

Subject to receipt of regulatory approvals for the publication of the Circular
in the coming weeks, the Company will look to publish the Circular and call
for a general meeting of Shareholders. The Company will provide further
updates to Shareholders in due course.

The information contained within this announcement is considered by the
Company to constitute inside information as stipulated under the Market Abuse
Regulations (EU) No.596/2014. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be considered to
be in the public domain. The person responsible for arranging for the release
of this announcement on behalf of the Company is Paul Atherley (Chairman).

 

- ENDS -

 

For further information, please contact:

 

Shareholder/analyst enquiries:

Pensana Plc 

Paul Atherley, Chairman IR@pensana.co.uk

Tim George, Chief Executive Officer

Rob Kaplan, Finance Director

 

 

 

 

 

 



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