REG-Pensana Plc: Major shareholder support for US Strategy

PensanaAnnouncement

18/12/2025 07:02

18 December 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Pensana Plc

("Pensana" or the "Company")

 

Major shareholder support for US strategy

 

Pensana Plc is pleased to provide an update on the continued support by its
two largest shareholders, the Angolan Sovereign Wealth Fund ("FSDEA") and M&G
Investments ("M&G").

 

On 15 May 2025, the Company announced the terms and timing of the first US$25
million equity tranche, as part of the main Longonjo mine financing, for
deployment at subsidiary level into Ozango Minerais SA. Additionally, FSDEA
agreed the terms for the conversion into Pensana equity of the US$15 million
bridging loan, previously advanced over the past 18 months to facilitate
early-stage construction at Longonjo.

 

The Company is now pleased to announce that FSDEA has agreed to a staged
conversion of the US$15 million bridging loan to manage its ownership
percentage in Pensana and to support the inclusion of new institutional
investors at the time of the proposed Nasdaq listing mid-2026.

 

M&G, the Company's second largest shareholder, has also recently expressed
ongoing support for the Company's plans to develop a U.S. focused mine to
magnet supply chain, the investment of US$100 million from a strategic
investor and the proposed NASDAQ listing by agreeing to invest a further £5
million in the Company as announced on 16 December 2025.

 

Paul Atherley Pensana Chairman commented:                     "               
     We very much welcome the ongoing support from the Company's two largest
shareholders for the U.S. focused mine to magnet strategy and for the proposed
Nasdaq listing mid-2026. The integration of Longonjo into a world class major
mine to magnet supply chain via the Lobito Corridor has the potential to put
Angola on the map as a major long term and reliable supplier of rare earths at
a time when the US is looking to realign dependency away from a single
source."

 

Summary of the terms of the Transaction

 

Conversion

 

Pursuant to the US$15 million bridging loan 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
agreed that 50% of the US$15 million principal debt outstanding under the
Facility will be converted into new ordinary shares in the Company. The
conversion price will be 24 pence resulting in 23,148,148 conversion shares.
Following admission, ASF Yova will hold 98,686,785 of the Company's issued
ordinary share capital, approximately 29.2 per cent shareholding.

 

Total Voting Rights                                

 

Following admission of the 23,148,148 new ordinary shares, the Company's
issued share capital will be 338,114,583 ordinary shares.           

 

 

 

About Pensana

 

Pensana is focused on developing a mine-to-magnet rare earth supply chain to
support the growth of industries including robotics, artificial intelligence,
electrification and advanced manufacturing. Through strategic partnerships and
investment, the Company aims to provide the critical mineral resources
required by the United States and its allies to underpin industrial growth.

 

Pensana has spent US$ 70 million over the past six years on exploration,
technical and environmental studies on the Longonjo rare earth project in the
Huambo district of Angola approximately 350 kilometres Southeast of the
capital Luanda.

 

The Company has successfully delineated a near surface JORC compliant reserve
of 22 million tonnes grading 3.04% TREO containing 139,457 tonnes of NdPrO
making it one of the world's largest and highest grade, undeveloped magnet
metal rare earth deposits with a projected mine life of over 20 years.

 

The Phase 1 production will be 20,000 tonnes of a highly marketable clean
MREC. The proposed second phase expansion will see production increase to
40,000 tonnes of MREC per annum which would represent around 5% of the world's
production capable of being converted into permanent magnets for electric
vehicles and offshore wind turbines (based on current reported global
production).

 

The investment by Pensana in Longonjo is expected to generate hundreds of
local high value jobs, give work to many local businesses and, once in
production, will generate substantial fiscal returns for the Government of
Angola. The downstream development of the mine and processing facilities to a
mixed rare earth carbonate go beyond the conventional dig and ship approach.

 

The Company is committed to developing the Longonjo mine to the very best
international standards with the highest level of community engagement and has
published a blueprint for sustainable rare earth development which is
available on our website.                     
Pensana_Blueprint_for_Sustainable_Rare_Earths.pdf          
(https://pensana.co.uk/wp-content/uploads/2022/09/Pensana_Blueprint_for_Sustainable_Rare_Earths.pdf)

 

The team's efforts were recognised in 2022 when Pensana received green bond
assurance by S&P Green Bond Rating Agency CICERO and more recently were
awarded a Gold Medal by EcoVadis, a leading sustainability ratings provider,
placing it among the top 5% of the companies assessed.
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,                    Chief                   
Financial                    Officer

 

 

 



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