REG-Pensana Plc: Major shareholders to increase holdings in the Company

PensanaAnnouncement

28/04/2023 08:30

28 APRIL 2023

      THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Pensana Plc

("Pensana" or the "Company")

Major shareholders to increase holdings in the Company

Pensana is pleased to announce that whilst it continues to progress the
long-term funding for the Saltend and Longonjo Projects, two of the
Company’s long standing and major shareholders M&G Investment Management
(“M&G”) and the Angolan Sovereign Wealth Fund have agreed to invest a
further US$10 million in aggregate in the Company which will increase their
combined holdings to 38.6%.

M&G, which is one of the UK’s leading investment institutions and Fundo
Soberano de Angola (“FSDEA”), which is the Angolan Sovereign Wealth Fund,
remain strongly supportive of the Company and its business plan and have each
requested and been granted the right to participate in any future equity or
other fund raising undertaken by the Company on a pro rata basis for the next
two years.

Chairman, Paul Atherley noted:

“We are pleased to have the continued support of M&G and FSDEA, two of our
major shareholders. This additional investment reflects their confidence in
our strategy and growth prospects, and we are grateful for their ongoing
commitment.

The fact that M&G and FSDEA have also requested the right to participate in
any future equity raises is a clear endorsement of our business, demonstrating
long-term alignment with our goals.

We look forward to progressing our Saltend and Longonjo projects, delivering
the world's first independent and sustainable magnet metal rare earth supply
chain and meeting the growing needs of OEMs.”

M&G has conditionally agreed to invest c. US$5 million in the Company by way
of a placement of 15,000,000 new ordinary shares of £0.001 each in the
capital of the Company (“Ordinary Shares”) (the “M&G Placing Shares”)
at a price of 27.50 pence per share (the “Placing Price”).

The issue of the M&G Placing Shares is conditional, amongst other things, on
the admission of the M&G Placing Shares to the Official List (Standard
Segment) and to trading on the London Stock Exchange’s Main Market for
listed securities (“Admission”). An application for Admission of the M&G
Placing Shares will be made shortly and Admission of the M&G Placing Shares is
expected to occur at or around 8:00 am on 9 May 2023.

FSDEA has agreed to invest c. US$5 million in the Company by way of a placing
of 15,000,000 Ordinary Shares at the Placing Price.  Of the FSDEA Placing
Shares, 2,543,080 Ordinary Shares have been placed firm (“FSDEA Firm Placing
Shares”).The remaining 12,456,920 Ordinary Shares are conditional amongst
other things upon shareholder approval for the issue of those shares free of
pre-emption rights and the Secretary of State confirming, inter alia, that no
action will be taken under the UK National Security and Investment Act 2021
(“UK FDI Approval”) in relation to FSDEA's acquisition of more than 25 per
cent. of the Company's Ordinary Shares (“FSDEA Conditional Placing”).

The issue of the FSDEA Firm Placing Shares is conditional, amongst other
things, on the Admission of FSDEA Firm Placing Shares.  An application for
Admission of the FSDEA Firm Placing Shares will be made shortly and Admission
of the FSDEA Firm Placing Shares is expected to occur at or around 8:00 am on
9 May 2023.

Notice of a General Meeting to be convened inter alia to seek approval for the
issue of the FSDEA Conditional Placing Shares is being prepared and will be
issued shortly.

A further announcement will be made regarding Admission of the FSDEA
Conditional Placing Shares, once the UK FDI Approval has been received.

The Ordinary Shares issued to FSDEA and M&G will be issued credited as fully
paid and will, on their Admission, rank pari passu in all respects with the
existing Ordinary Shares then in issue including the right to receive all
dividends or other distributions declared, made or paid after the respective
date of their Admission.

Following Admission of the M&G Placing Shares and the FSDEA Firm Placing
Shares, M&G and FSDEA will be interested in a total of 34,595,680 Ordinary
Shares and 63,081,717 Ordinary Shares respectively representing 12.7% and
23.1% of the enlarged share capital of the Company.

Total Voting Rights

Following Admission of the M&G Placing Shares and the FSDEA Firm Placing
Shares, the Company’s issued share capital will consist of 272,723,953
Ordinary Shares.  No shares are held in treasury and, therefore, the total
number of voting rights of the Company on Admission of the M&G Placing Shares
and the FSDEA Firm Placing Shares will be 272,723,953. This figure 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 in
their interest in, the Company under the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules.

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

George Zacharias, Group Company Secretary

Media enquiries:

FGS Global:

Gordon Simpson / Richard
Crowley                                       
Pensana-LON@fgsglobal.com

About Pensana Plc

The electrification of motive power is the most important part of the energy
transition if we are to tackle climate change and one of the biggest energy
transitions in history. Magnet metal rare earths are central to that
transition, forming a critical part of the technology for efficient electric
vehicle motors and offshore wind turbines.

Pensana plans to establish its Saltend processing hub as an independent and
sustainable supplier of the key rare earth magnet metal oxides to a market
which is currently dominated by China.

The US$195 million Saltend facility is being designed to produce circa 12,500
tonnes per annum of rare earth products, of which 4,500 tonnes will be
neodymium and praseodymium oxide (NdPrO), representing over 5% of the world
market in 2025.

Pensana’s plug-and-play facility is located within the world-class Saltend
Chemicals Park, a cluster of leading chemicals and renewable energy businesses
in the Humber Freeport and will create over 500 jobs during construction and
over 125 direct jobs once in production.

Powered by low-carbon offshore wind, it will be the first major separation
facility to be established in over a decade and will become one of the few
major producers located outside China.

Feedstock will be shipped as a clean, high purity mixed rare earth double
sulphate (MREDS) from the Company’s Longonjo low-impact operations in
Angola. The mine's state-of-the-art concentrator and proprietary MREDS
processing plant are designed by Wood to the highest international standards.

The operations will be powered by renewable energy from hydroelectric power
and connected to the Port of Lobito by the recently upgraded Benguela railway
line.

Pensana believes that provenance of critical rare earth materials supply, life
cycle analysis and GHG Scope 1, 2 and 3 emissions will all become significant
factors in supply chains for major customers.

The Company intends to offer customers an independently and sustainably
sourced supply of the metal oxides and carbonates of increasing importance to
a range of applications central to addressing the energy transition.

Pensana is also aiming to establish Saltend as an attractive alternative to
mining houses that may otherwise be limited to selling their products to
China, having designed the facility to be easily adapted to cater for a range
of rare earth feedstocks.

www.pensana.co.uk



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