REG-Pensana Plc: Unaudited Interim results for the six months ended 31 December 2025
Today 09:00
27 March 2026 LSE: PRE
Pensana Plc
(“Pensana”, “the company” or “the group”)
Unaudited Interim results for the six months ended 31 December 2025
The board is pleased to present its review of Pensana Plc, the rare earth
exploration, mining and processing group, whose flagship assets are the
Longonjo Rare Earth Mine and the Coola exploration project in Angola alongside
its downstream strategy to establish a U.S. mine-to-magnet supply chain.
Highlights
* Main construction activities at the Longonjo Rare Earth Mine
continue at pace with commissioning scheduled for 2027.
* Strategic investment of US$165 million by Cascade Natural
Resources (Cascade).
* Detailed evaluation of the Longonjo flowsheet has identified the
scope to increase the Heavy Rare Earth Oxides (HREO) up to fivefold contained
in the Mixed Rare Earth Carbonate (MREC).
* Advanced engagement with the Export-Import Bank of the United
States (U.S.-EXIM) to accelerate the company's mine-to-magnet supply chain and
support the US$160 million debt funding of the Longonjo Rare Earth Mine
(Longonjo).
* Equity placing of ~US$10 million from long-term major shareholder
M&G Investment Management (~US$7 million) and other institutional investors
(~US$3 million).
* Ongoing support from major shareholder FSDEA via the partial
conversion of their US$15 million loan into equity.
* Memorandum of understanding with Vacuumschmelze GmbH & Co. KG to
support the production of its recently commissioned eVAC Magnetics (eVAC)
facility in Sumter, South Carolina, targeting 2,000 tonnes per annum of rare
earth magnets.
* Major drill programme announced to increase Longonjo resource to
over one billion tonnes.
* Completion of Coola drilling programme to test the potential for
a deeply weathered and supergene enrichment central diatreme, as occurs at the
Longonjo carbonatite.
* Appointment of rare earths industry expert Karen Brown as chief
operating officer, effective 1 October 2025.
CEO’s Review
Dear Pensana Shareholders,
It is with great pleasure that I can confirm the significant progress that has
been made on multiple fronts over the Period.
With the engineering team, ably led by Project Manager Kevin Botha, the world
class Longonjo Rare Earth project has now been taken through design,
engineering and pre-construction and into main construction.
The main pre-construction facilities have been installed on-site and are
operational, including the camp and accommodation, construction and site power
and water treatment facilities. The process plant terrace and contractor’s
laydown areas have been completed with preparations for piling operations well
advanced. Bulk earthworks and starter walls for the tailing’s storage
facility are underway following completion of site clearing. At the time of
writing, the aggregate and concrete batching plants are being commissioned for
the first concrete pours scheduled for April 2026. Major equipment vendor
packages are progressing on schedule.
Ongoing community and camp-related activities continue to form a major element
of our on-site development with continued focus on the Resettlement Action
Plan (RAP) and the Livelihood Restoration Programme (LRP) supported by the
demonstration plots under cultivation. The Transitional Support Programme for
Project Affected Households also focussed on the training of local residents
in accommodation and messing-related activities in the camp as well as
training in minor maintenance works associated with the camp and other
project-related activities.
These on-site developments have all been taking place against a backdrop of
continuing tightening in supply chains, with the Company experiencing
increased market interest in expanding the Longonjo Project beyond the planned
2,400 tonnes per annum of NdPr production and further leveraging the scale of
the Longonjo resource base.
Since Q4 2025, the quoted Neodymium/Praseodymium oxide price (CIF North
America) has seen a c. 62% increase and this anticipated strengthening price
environment confirms our view that there will be sustained growth in demand
for secure, independent Western-facing supply of rare earth materials.
It has served to reinforce the strategic importance of our
current focus on delivering first production in 2027.
Over the Period, our engagement with US-based magnet producers has further
intensified, particularly in relation to heavy rare earth supply. This has led
to the identification of an enhanced heavy rare earth recovery stream with the
potential to increase Dy and Tb output by up to fivefold, as announced in
November 2025. At full scale, this would position Pensana as one of the
significant producers of heavy rare earths in the Western market.
This combination of increased heavy rare earth production potential and the
substantial scale of the Longonjo orebody, positions Pensana at the centre of
the emerging US-focused rare earth supply chain. It also highlights the
strategic significance of the Project as it enters a period of intensive
construction over the next twelve months, ahead of the 2027 U.S. ban on the
use of Chinese-origin rare earth magnets and materials in defence systems.
Post-period end we announced a US$165 million strategic investment with
Cascade. This strategic funding milestone represents a significant inflection
point in the Company’s development and will unlock several key workstreams
that are contingent on securing this capital. Once complete, the funds will be
used to further advance the Longonjo mine development, satisfy the equity
funding conditions precedent for the Absa debt financing facility, fund
additional drilling programmes to extend the Longonjo life of mine, progress
the developing co-products including HREOs alongside the currently
contemplated magnet metals, and supporting the Nasdaq listing process.
I would once again like to thank our largest shareholder the Angolan Sovereign
Wealth Fund for their continued support and their alignment with our long-term
mine-to-magnet strategy, M&G for their backing and recent equity investment
and the Pensana team for continued commitment in addressing the complexities
of developing a world-class operation and delivering on our mine-to-magnet
vision.
Principal activities
Pensana is currently constructing one of the world’s largest rare earth
mines at the Longonjo Rare Earth Mine. Having successfully advanced the
Longonjo Project in Angola through its development phase, the Company has
established itself as one of the most important rare earth developers in over
a decade. This progress comes against the backdrop of a strong Western drive
to secure critical minerals, particularly rare earths for permanent magnets,
as part of the biggest energy and technological transition in history.
Also included in the current portfolio of assets is the Coola Exploration
Project in Angola and a downstream rare earth separation facility. The timing
around the development of these assets is largely dependent on strategic
sequencing in line with the relevant financing frameworks being secured and
evidence of ongoing support from the relevant governments and associated
development agencies.
Activities conducted in the current period were centred around the main
construction of Longonjo which commenced in July 2025, optimisation of the
overall funding structure which resulted in the initial deployment of US$25
million equity invested by FSDEA and the announcement of a US$165 million
strategic investment by Cascade combined with a strategic shift to establish a
mine-to-magnet supply chain in the United States of America (U.S.) through the
potential of a NASDAQ listing, advanced engagement with U.S.-EXIM and
partnering with ReElement and eVAC to support the growing demand in the U.S.
market.
The Longonjo construction programme is supported by a fully executed
feasibility study and a JORC-compliant Ore Reserve. The reserve has an average
grade of 3.04% total rare earth oxide (TREO) containing 139,000 tonnes of
neodymium and praseodymium (NdPr) oxide for a mine life of over 20 years. The
Project is underpinned by an execution plan centred around an optimised,
industry leading low capital envelope. All of these elements have been subject
to a full technical due diligence review as part of the various funding
approval processes. The current financing package amounts to c. US$268 million
for the Longonjo Rare Earth Project, through the majority owned subsidiary
Ozango which owns 100% of the Longonjo Project.
Exploration activities mainly revolve around mineralogical studies to confirm
processing potential of the rare earth host minerals at the Coola carbonatite
and Sulima West exploration targets, with future plans to advance
metallurgical testwork programmes on the Coola concession orebodies and
initial focus on the surface Sulima West laterite deposit to accelerate plans
to use this as additional feedstock for the Longonjo processing plant.
Strategic equity placement
During March 2026 the company announced a US$165 million strategic investment
to support U.S. mine-to-magnet strategy, by Cascade. This is further to the
announcements of 9 December 2025 and 10 February 2026 and the Notice of
General Meeting dated 10 February 2026 which concluded in an increased total
investment amount of US$165 million.
Cascade intends to advance the strategic investment to Pensana and its group
companies by way of:
* Investment of US$15 million into Pensana by way of a subscription
for 13.55 million new ordinary shares at 80 pence per share representing a 3.8
% interest in the Company.
* Investment of US$150 million into the Company's wholly owned
subsidiary Sable Min Unipessoal Lda (Sable) which is a majority shareholder in
Ozango Minerais S.A. (Ozango) the developer of the Longonjo Rare Earth Mine
for a 38.2% interest in Sable.
* As a result of the strategic investment, Cascade will own 3.8% of
Pensana and 38.2% of Sable.
The strategic investment remains subject to long-form documentation and share
applications which is currently underway.
Alongside the proposed US$160 million Absa debt funding package (U.S.-EXIM
guaranteed) the strategic investment would provide for the construction of the
Longonjo mine, including execution of the recently announced drill programme
and HREE recovery facility, early downstream development initiatives and the
costs associated with the proposed NASDAQ listing along with all corporate
costs ahead of Longonjo’s first production scheduled for 2027.
ABG Sundal Collier, a leading independent Nordic investment bank, has acted as
Pensana’s financial advisor for the strategic investment.
Operating and Financial Review
During the period ended 31 December 2025, the Group reported a consolidated
total comprehensive loss of US$4,521,717 (2024: US$3,191,700). This comprised
administration expenses of US$4,668,792 (2024: US$2,545,911), finance costs of
US$725,908 (2024: US$nil), and net foreign exchange gains of US$321,588 (2024:
US$704,864 loss).
The increase in total comprehensive loss of US$1,330,017 (42%) compared to the
prior period was primarily attributable to:
* An increase in administration expenses of US$2,122,881 (83%),
largely driven by increased site activity and corporate activity, including
customs and other tax payments at Ozango (US$249k), equity raising fees at
corporate level (US$403k), higher legal fees (US$209k), an increased
share-based payment charge (US$608k), and higher employee benefit costs due to
additional staff (US$421k); and
* Partially offset by a favourable movement in foreign exchange of
US$1,026,452, from a loss of US$704,864 in the prior period to a gain of
US$321,588 in the current period. These gains and losses arose from the
settlement of invoices in currencies other than the relevant functional
currencies (USD, GBP, AUD and AOA), as well as the translation of foreign
currency denominated balances.
Net assets as at 31 December 2025 amounted to US$96,855,684 (30 June 2025:
US$50,525,938), primarily comprising capitalised property, plant and equipment
relating to the development of the Longonjo Project. The increase in net
assets of US$46.3 million (92%) compared to 30 June 2025 was principally
attributable to capital injections during the period and continued investment
in the Longonjo project execution.
The Group raised total capital of approximately US$38.4 million during the
period, comprising US$36.7 million of equity and US$1.7 million of short-term
debt. The equity funding included a US$25.0 million investment in Ozango
Minerais S.A. by FSDEA, US$6.7 million from M&G Investments, and US$3.5
million from other institutional investors.
The capital raised were primarily applied towards:
* Investment in property, plant and equipment relating to the
continued roll-out of the Longonjo capital programme (US$16.0 million);
* Cash outflows supporting ongoing operations (US$3.7 million); and
* Increase in cash on hand at 31 December 2025 (US$19.6 million).
Going concern
The directors have prepared a cash flow forecast for the period ending 30 June
2027 to support the going concern assessment, including estimated timing and
sources of funds to support ongoing operations and project development.
In assessing the going concern basis of preparation, the directors have also
considered the availability of funding and its impact on the progression of
the Longonjo and separation facility projects. Similarly, the directors have
also considered the impact of the ongoing geopolitical landscape, including
ongoing global wars as it relates to availability of funding, costs,
marketability of our product and the potential volatility in the debt and
equity markets.
The balance sheet position as at 31 December 2025 reflects a significant
improvement compared to prior periods, with a net current asset position of
US$9.5 million (30 June 2025: US$ 29.1 million net current liability), with
the movement of US$38.6 million mainly a result of net changes in net
creditors/debtors of US$13.8 million driven by settlement of long outstanding
creditors and conversion of US$7.5 million of the FSDEA bridging loan facility
combined with cash available at year-end of US$19.6 million consisting of
US$10.2 million Ozango equity available and US$7.0 million available to
support ongoing corporate expenditure (net of short term borrowings, excluding
FSDEA debt). The overall increase in cash position was mainly a result of
equity raises to the value of US$10 million as announced in December 2025 and
the deployment of US$25 million equity by FSDEA as part of the first tranche
of equity funding deployed at Ozango subsidiary level.
As at 31 December 2025, the uncertainty around going concern is limited to the
company’s ability to settle the remaining balance outstanding under the
FSDEA bridging loan (US$ 8.7 million) as well as the deployment of the
remaining funds towards the construction of the Longonjo Rare Earth Mine,
currently underway. The Board is of the opinion that these uncertainties are
sufficiently mitigated based on the staged conversion of the bridging loan as
agreed with FSDEA along with existing funding approvals in place to support
construction of the Longonjo Rare Earth Mine.
It is anticipated that the contemplated financing across the group may include
further issues of equity, export credit-backed debt financing and/or issuing a
green bond. The ability of the company and group to continue as a going
concern is dependent on securing such additional funding given the forecast
expenditure.
Although conditions regarding the financing and cash flow mentioned above
indicate a material uncertainty which may result in the Group being unable to
realise its assets and discharge its liabilities in the normal course of
business, the funding approvals received have provided comfort to the Board of
the Group’s ability to continue as a going concern and work towards raising
the requisite funding as outlined above.
Refer to note 3 to the financial statements for more details on the going
concern statement.
Update on construction activities at Longonjo
Main construction activities at the Longonjo Rare Earth Mine continue at pace
with a twelve-month period of intense activity currently planned as we work
towards commissioning scheduled for 2027.
Initial annual production will be 2,400 tonnes of light magnet metals (NdPr)
accompanied by 73 tonnes heavy magnet metals (DyTb) in the form of clean high
value mixed rare earth carbonate with plans to double production to 4,200
tonnes NdPr and 122 tonnes DyTb post 2030.
Current resources are over 300 million tonnes and as previously announced an
11,000-metre drill programme has been planned which is designed to increase
resources towards one billion tonnes, which would make Longonjo one of the
world’s largest rare earth deposits ever developed.
The mine will be powered by low cost sustainable hydro-electricity supplied
from the Laúca dam hydropower project. A Power Purchase Agreement (PPA) is in
place with RNT, for the supply of renewable hydropower, providing the Project
with a reliable source of low-carbon energy and further strengthening its
sustainability credentials.
The mine is connected to the Port of Lobito via the U.S. Government backed
Lobito corridor rail and services which are connecting Ivanhoe’s recently
commissioned Kamoa-Kakula copper smelter in the DRC to the Atlantic seaboard.
Discussions are well advanced with a number of parties to establish a U.S.
mine-to-magnet supply chain realigning a major long term supply chain of
critical minerals from Angola to OEM backed magnet producers in the U.S.
Key milestones completed to date are summarised below:
* The main pre-construction facilities have been installed and are
operational, including the camp and accommodation, construction and site power
and water treatment facilities;
* The process plant terrace and contractor’s laydown areas have
been completed with preparations for piling operations well advanced;
* Bulk earthworks and starter walls for the tailings storage
facility are underway following completion of site clearing;
* The aggregate and concrete batching plants are being commissioned
for the first large concrete pours scheduled for March; and
* Major equipment vendor packages are progressing on schedule.
The immediate focus areas over the coming months include TSF bulk excavation
and construction as well as process plant piling and civil construction. This
follows the topsoil stripping completed at the TSF and successful compaction
of the 68,000m 2 plant terrace area which was independently
verified by SRK undertaking DPSH/DCP testing across the entire area, mapping
load bearing characteristics in detail to inform final civil design and piling
requirements for individual major equipment installation.
Ongoing community and camp related activities include successful execution of
the Resettlement Action Plan (RAP), the Livelihood Restoration Programme (LRP)
supported by the demonstration plots under cultivation and the Transitional
Support Programme for Project Affected Households (PAH).
Strong demand for product and rare earth prices boasting economics
Since Q4 2025, the quoted NdPr oxide price (CIF North America) has increased
materially, rising from approximately US$83/kg in November 2025 to over
US$135/kg in March 2026.
This strengthening price environment reflects sustained growth in demand for
secure, independent Western-facing supply of rare earth materials and
reinforces the strategic importance of delivering first production in 2027 as
scheduled. The improving pricing backdrop has a direct and favourable impact
on projected project economics.
Against a backdrop of tightening supply chains, the company is experiencing
increasing market interest in expanding beyond the planned 2,400 tonnes per
annum of NdPr production and further leveraging the scale of the Longonjo
resource base.
In particular, engagement with US-based magnet producers has intensified
around heavy rare earth supply. This has led to the identification of an
enhanced heavy rare earth recovery stream with the potential to increase
dysprosium and terbium output up to fivefold as announced in November 2025.
At full scale, this would position Pensana as one of the significant producers
of heavy rare earths in the Western market. The technical team continues to
assess additional recovery pathways to further optimise output. The review has
shown installing a selective Heavy Rare Earth Oxide (HREO) recovery circuit
upstream of product precipitation could materially increase the recovery of Dy
and Tb into the MREC product.
The combination of increased heavy rare earth production potential and the
substantial scale of the Longonjo orebody, positions Pensana at the centre of
the emerging U.S.-focused rare earth supply chain.
Following the partnerships signed in June 2025 with ReElement Technologies,
Hanwa and Toyota Tsusho, and the cooperation agreement executed in October
2025 with Vacuumschmelze, the Company continues to receive interest from
additional magnet producers, including Vulcan Elements, which has partnered
directly with the U.S. Department of War.
Importantly, demand signals are increasingly originating downstream from OEM
sectors spanning defence, automotive, aerospace and hyperscale data
infrastructure, including companies such as Amazon and Microsoft. This
structural pull from end users underscores the strategic relevance of
establishing large-scale, secure and transparent rare earth supply chains
aligned to Western industrial policy priorities.
Environment Social Governance (ESG)
The Group continues to embed ESG at the core of its strategy, underpinned by
its objective of delivering a sustainable source of rare earth materials to
the global market. A strong HSE culture remains central to project execution,
with zero recordable injuries and zero environmental incidents during the
period.
Environmental compliance remains robust, with no licence breaches recorded.
The Project has received the required water abstraction licence and an
extension to its environmental installation licence, with broader
environmental permitting progressing in accordance with the development
schedule. A Power Purchase Agreement (PPA) is in place with RNT, for the
supply of renewable hydropower, providing the Project with a reliable source
of low-carbon energy and further strengthening its sustainability credentials.
The Resettlement Action Plan (RAP) continues to advance positively, with
strong stakeholder engagement and over 140 resettlement plots now acquired
with full consent. Following completion of Phase One of the RAP in October
2022, the 28 project-affected households continue to receive transitional
livelihood support through food supplementation packages. Regular engagement
is maintained through the community advisory committee, traditional leadership
structures and authorities at regional, provincial and national levels.
Investment in agricultural test and demonstration plots has progressed, with
the facilities now operational and serving as a hub for community agricultural
training and skills development. The programme continues to evaluate optimal
crop selection and cultivation techniques to enhance productivity and support
sustainable livelihoods. Work has also expanded to include development of the
site tree line, in line with environmental licence requirements.
The Group remains committed to maximising local procurement and employment
opportunities wherever feasible and practical, supporting long-term
socio-economic development in the host region. In parallel, the Company
continues to leverage innovative research to strengthen its sustainability
approach, including ongoing collaboration with leading academic and industry
partners to better understand and quantify the broader societal value of rare
earth development.
Exploration
During the period, Pensana Plc advanced exploration and resource development
activities across its Angolan portfolio, with a primary focus on Longonjo and
the Coola Exploration Project.
1. Longonjo
Preparation has commenced for a 7,000 metre infill drill programme at
Longonjo, designed to provide detailed geological and grade control
information ahead of the planned commencement of mining and
stockpiling/blending activities in early 2027. The programme will run in
parallel with the previously announced resource expansion drilling campaign.
Two reverse circulation drilling rigs are expected to be mobilised for
drilling activities during the dry season from May to October 2026. The
programme targets completion of a 10 x 10 metre drill grid across the
weathered run-of-mine material within the initial production zones.
The Longonjo deposit comprises a near-surface blanket of high-grade, NdPr-rich
total rare earth oxides (“TREO”), with an average depth of approximately
30 metres. Previous drilling has confirmed that mineralisation extends to
depths exceeding 100 metres beneath the current resource envelope,
highlighting significant resource expansion potential.
The campaign will also include deeper sampling to better define the full
vertical extent of mineralisation and to assess the potential to increase
inferred resources from the current 313 million tonnes at 1.43% TREO towards a
conceptual target of up to one billion tonnes at a similar grade.
To support the programme, a containerised on-site laboratory is being
procured, incorporating sample preparation facilities and an automated XRF
analyser to enable timely and cost-efficient multi-element analysis. Grade
control drilling is expected to remain ongoing throughout most of the life of
mine, maintaining a position approximately one year ahead of mine planning.
The results of the infill and expansion drilling programmes will further
support and refine the current mine and stockpile blending strategy developed
with Practara, strengthening the dataset well in advance of commissioning.
1. Coola Exploration Project
The Coola Exploration Project licence is located approximately 160km east of
the Port of Lobito in Angola. Pensana, through Coola Mining Lda (in which it
holds an effective 90% interest), was granted the licence in May 2020. The
licence area was initially 7,456km² and has since been reduced to 824km²
following three years of intensive prospecting.
Systematic phased exploration over the past four years has identified two
prospective REE-bearing complexes: the Sulima West alkaline complex and the
Coola carbonatite, located approximately 90km and 40km north of Longonjo,
respectively.
1. Sulima West
Metallurgical testwork on the monazite-rich Sulima West laterite continued
during 2025 with the objective to assess physical separation techniques
(gravity and/or magnetic separation) to produce a concentrate exceeding 35%
TREO on site, which could potentially be economically transported to Longonjo
for further processing.
Results indicate that magnetic separation is more effective than gravity
separation in upgrading the TREO content. However, thus far, both techniques
have failed to achieve the target of 35% TREO at satisfactory recoveries.
Consequently, other alternative processing routes are under consideration.
1. Coola Carbonatite
The Coola carbonatite ring dyke is composed predominantly of dolomite and
ankerite, with minor gangue minerals including iron oxides, barite and quartz.
The principal REE mineral is bastnaesite, with minor monazite and florencite.
A representative sample grading 3.98% TREO was subjected to extensive
metallurgical testwork.
Testwork, including magnetic, enhanced gravity separation and flotation
processes, indicated that the material is not amenable to conventional
beneficiation techniques. Mineralogical analysis demonstrated that REE
minerals are disseminated and largely locked within the dolomite matrix,
limiting upgrading potential.
During 2025, exploration focused on drilling the central sand- and
ferricrete-covered diatreme, identified as a compelling magnetic target from
ground geophysical surveys and interpreted as a potential deeply weathered,
supergene-enriched carbonatite. Seven reverse circulation boreholes were
completed. Drilling intersected shallow transported sands and alluvium
overlying nodular ferricrete, beneath which a serpentinised dunite pipe was
encountered intruding the carbonatitic breccias. TREO grades within the dunite
were low (<1,000 ppm).
The drilling programme concluded that the central diatreme represents a
weathered mafic dunite plug with low rare earth element tenor, rather than a
supergene-enriched carbonatite system, and is surrounded by only weakly
mineralised carbonatitic breccias.
Principal Business Risks
The Group is exposed to several risks and uncertainties which could have a
material impact on its long-term development and performance, management of
these risks is an integral part of the management of the Group. An overview of
the key risks, and risk management procedures, which could affect the
Group’s operational and financial performance was included in the
company’s 2025 Annual Report, which can be accessed at www.pensana.co.uk.
These may impact the Group over the medium to long term; however, the
following key risks have been identified which may impact the Group over the
short term.
1. Financing and liquidity
The group is in pre-production phase and therefore has no revenue from
operations currently. There is a risk that funding may not be available and/or
the cost of financing may be higher than expected.
The company notes that, alternative sources of funding will be required in the
event that the contemplated funding is delayed or the associated conditions
precedent are not met. Additional funding will be required to settle existing
project-related contractor balances in the UK. Continuing support of these
contractors will be required until such funding is secured.
Additionally, the group would need to refinance or restructure the FSDEA
facility in the event that the main financing, which will include the
appropriate restructuring of the FSDEA loan, is not achieved. Given the
support provided by the Angolan Government for the Longonjo Project to date
along with recent approvals received for Longonjo main financing, the
directors anticipate such a restructuring to be successfully concluded.
It is anticipated that the contemplated financing across the group may include
further issues of equity, export credit-backed debt financing and/or issuing a
green bond. The ability of the company and group to continue as a going
concern is dependent on securing additional funding given the forecast
expenditure.
1. Geopolitical Risk
Ongoing global geopolitical tensions and conflicts, including the war in the
Middle East, continue to contribute to uncertainty in global financial and
commodity markets. This may impact the availability and cost of funding, as
well as investor risk appetite, which could affect the timing and terms of
future capital raises and project financing.
In addition, such conflicts may disrupt global supply chains and logistics,
potentially leading to increased costs, extended lead times, and reduced
availability of key equipment and materials required for project development.
These factors could, in turn, impact the timing, execution and overall cost of
the group’s capital programme.
The group continues to monitor geopolitical developments closely and, where
possible, implements mitigation measures including early procurement
strategies, supplier diversification and ongoing engagement with financing
partners.
1. Development of the Longonjo and separation facility projects
The group’s operations are at an early stage of construction development and
future success will depend on the group’s ability to manage the Longonjo and
separation facility projects (the projects) and the production of a mixed rare
earth product at Longonjo for offtake to the separation facility processing
plant into a rare earth oxide. In particular, the group’s success is
dependent upon the directors’ ability to develop the projects by commencing
and maintaining production at the sites, and there is no certainty that
funding will be available. Development of the projects could be delayed or
could experience interruptions or increased costs as a result of supply chain
or inflationary pressures or may not be completed at all due to a number of
factors.
There can therefore be no assurance that the group will complete the various
stages of development necessary to begin generating revenue for the group at
the projects and any of these factors may have a material adverse effect on
the group’s business, results of operations and activities, financial
condition and prospects.
1. Logistical challenges and delays
Global supply chain challenges could result in logistical risks relating to
availability, potential delays and increased costs of
equipment and material both for the project and operations phase.
1. Commodity price and market supply concentration
If the group is able to develop the Longonjo and separation facility projects
and/or the Coola Project for production and the market price of rare earth
oxide decreases significantly for an extended period of time, the ability for
the group to continue to attract finance, meet debt service requirements and
ultimately generate profits could be adversely affected.
Currently, China is the dominant producer of the world’s rare earth magnets.
China could manipulate market prices of rare earth oxides to control the
number of new entrants into the market.
1. Attracting skilled employees
The group’s ability to compete in the competitive natural resources and
specialist rare earth chemical processing sectors depends upon its ability to
retain and attract highly qualified management, geological and technical
personnel.
The loss of key management and/or technical personnel could delay the
development of the Longonjo Project, exploration at the Longonjo Project and
the Coola Project and development and commissioning of the separation facility
project thereby negatively impacting on the ability of the group to compete in
the resources and chemical processing sectors.
In addition, the group will need to recruit key personnel to develop its
business as and when it moves to construction and ultimately operation of a
mine, each of which requires additional skills.
Mr. Tim George
Chief Executive Officer
27 March 2026
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 December 2025
Unaudited 31 December 2025 Unaudited 31 December 2024
Note US$ US$
Administration expenses 5 (4,668,792) (2,545,911)
Impairment gains on financial assets 551,395 59,075
Foreign currency exchange gains/(losses) 5 1,577,896 (409,504)
Loss from operations (2,539,501) (2,896,340)
Finance costs (725,908) -
Loss before income tax (3,265,409) (2,896,340)
Income tax 6 - -
Total loss for the period (3,265,409) (2,896,340)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (1,256,308) (295,360)
Total comprehensive loss for the period (4,521,717) (3,191,700)
Net loss for the period is attributable to:
Owners of Pensana Plc (3,265,409) (2,896,340)
Total comprehensive loss is attributable to:
Owners of Pensana Plc (4,521,717) (3,191,700)
Loss per share attributable to owners of Pensana Plc:
Basic (cents per share) 17 (1.07) (1,00)
Diluted (cents per share) 17 (1.07) (1,00)
Notes to the interim financial statements are included on pages 16 to 31.
Condensed Consolidated Statement of Financial Position
as at 31 December 2025
Unaudited As at 31 December 2025 As at 30 June 2025
Note US$ US$
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 10 72,308,847 63,708,542
Intangible assets 9 14,951,647 15,019,794
Trade and other receivables 8 141,607 870,137
TOTAL NON-CURRENT ASSETS 87,402,101 79,598,473
CURRENT ASSETS
Cash and cash equivalents 7 19,618,406 811,049
Trade and other receivables 8 10,622,262 1,504,136
TOTAL CURRENT ASSETS 30,240,668 2,315,185
TOTAL ASSETS 117,642,769 81,913,658
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 9,528,076 14,227,604
Loans and borrowings 12 11,259,009 17,160,116
TOTAL CURRENT LIABILITIES 20,787,085 31,387,720
TOTAL LIABILITIES 20,787,085 31,387,720
NET ASSETS 96,855,684 50,525,938
EQUITY
Issued capital 13 426,511 372,767
Share premium 98,459,997 73,047,517
Reserves 63,285,101 53,428,255
Accumulated losses (65,315,925) (76,322,601)
TOTAL EQUITY 96,855,684 50,525,938
Notes to the interim financial statements are included on pages 16 to 31
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 December 2025
Fully paid ordinary shares Share premium Accumulated Losses Merger Reserve Foreign Exchange Reserve Non-controlling interest Warrant Share based Payments Reserve Equity Total
Reserve 2 Reserve
Unaudited US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 July 2025 372,767 73,047,517 (76,322,601) 45,748,045 4,426,781 - - 3,753,429 (500,000) 50,525,938
Loss for the period - - (3,265,409) - - - - - - (3,265,409)
Other comprehensive loss - - - - (1,256,308) - - - - (1,256,308)
Total comprehensive loss for the period - - (3,265,409) - (1,256,308) - - - - (4,521,717)
Issue of shares (note 13) 53,744 25,871,517 1 (11,712) - - 490,739 - (876,081) 25,528,207
Capital raising costs - (459,037) - - - - - - (459,037)
Subscription of shares by FSDEA in Ozango 3 - - 14,283,797 - 10,716,203 - - - 25,000,000
Share based payments - - - - - - - 782,293 - 782,293
Balance at 31 December 2025 426,511 98,459,997 (65,315,925) 45,748,045 3,170,473 10,716,203 490,739 4,535,722 (1,376,081) 96,855,684
1 The issuance of
shares include 4.8 million shares which have been applied towards the
settlement of the Wood contractor. It further includes
23.1 million shares issued to FSDEA with the conversion of US$7.5 million of
their loan into equity.
2 Warrants were issued to a UK-based investment house
as part of the lending agreements during the period.
These warrants were assessed under IAS 32 and determined to meet the
fixed-for-fixed criterion. Accordingly, they have been classified as equity
instruments and recognised in equity at fair value on initial recognition.
Equity-classified warrants are not subsequently re-measured. On 18
December 2025, 474,356 £0.001 fully paid ordinary shares were issued on
exercise of the UK-based investment house ’s warrants as per the contractual
agreement.
3 Pursuant to receipt
by Ozango of US$25 million by FSDEA, the Company’s majority ownership in
Ozango reduced from 84% to 68.4%. However, as part of the remaining equity to
be deployed, it is anticipated that the effective ownership positions will be
subject to further change, and as a result Pensana’s ownership is expected
to increase and this will be communicated to the market accordingly in due
course.
Fully paid ordinary shares Share premium Accumulated Losses Merger Reserve Foreign Exchange Reserve Share based Payments Reserve Equity Reserve Total
Unaudited US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 July 2023 361,440 70,826,007 (65,960,831) 45,748,045 (1,198,621) 1,679,774 (500,000) 50,955,814
Loss for the period - - (2,896,340) - - - - (2,896,340)
Other comprehensive loss - - - - (295,360) - - (295,360)
Total comprehensive loss for the period (2,896,340) (295,360) - - (3,191,700)
Issue of shares (note 13) (518) 321,063 - - - - - 320,545
Share-based payments - - - - - 174,645 - 174,645
Balance at 31 December 2024 360,922 71,147,070 (68,857,171) 45,748,045 (1,493,981) 1,854,419 (500,000) 48,259,304
Notes to the interim financial statements are included on pages 16 to 31.
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 December 2025
Unaudited Unaudited
31 December 31 December
2025 2024
Note US$ US$
Cash flows from operating activities
Operating cash flows 19 (6,325,443) (2,393,764)
Net cash used in operating activities 19 (6,325,443) (2,393,764)
Cash flows from investing activities
R&D tax credit 9,083 509,503
Product development funding received 1,015,084 -
Technical assistance and government grants received 1,635,345 340,000
Payments for property, plant and equipment and intangibles 19 (15,998,614) (4,369,954)
Net cash used in investing activities (13,339,102) (3,520,451)
Cash flows from financing activities
Proceeds from short-term debt 12 1,700,000 4,118,468
Net proceeds from issues of equity securities, net of share issue costs 13 11,819,103 320,544
Proceeds from subscription of shares by FSDEA in Ozango 25,000,000 -
Interest paid 12 (46,904) -
Net cash provided by financing activities 38,472,199 4,439,012
Net increase/(decrease) in cash and cash equivalents 18,807,654 (1,475,203)
Cash and cash equivalents at beginning of the period 811,049 1,515,378
Effects of exchange rate changes on the balance of cash held in foreign currencies (297) (42)
Cash and cash equivalents at the end of the period 7 19,618,406 40,133
Notes to the interim financial statements are included on pages 16 to 31.
Notes to the financial statements
1. General
information
The consolidated financial statements present the financial information of
Pensana Plc and its subsidiaries (collectively, the group) for the six months
ended 31 December 2025 in United States dollars (US$). Pensana Plc (the
company or the parent) is a public company limited by shares listed on the
Main Market of the London Stock Exchange (LSE) and incorporated in England &
Wales on 13 September 2019. The registered office is located at 107 Cheapside,
Second Floor, London, EC2V 6DN, United Kingdom.
The company is focused on rare earth exploration, mining and processing, whose
flagship development assets are the Longonjo Rare Earth Mine and the Coola
exploration project in Angola alongside the Saltend rare earth processing hub
in the UK.
In early 2020, Pensana Metals Ltd redomiciled the group to the UK pursuant to
a scheme of arrangement in which Pensana Metals Limited became a wholly owned
subsidiary of Pensana Plc. Prior to the transaction, the company was
incorporated on 13 September 2019 and was a wholly owned subsidiary of Pensana
Metals Limited.
2 .
New accounting standards and interpretations
(a) Changes in
accounting policies and disclosures
a ) New standards, interpretations and amendments adopted
from 1 July 2025
The following amendments are effective for the period beginning 1 July 2025:
• Lack of exchangeability
(Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)
On 15 August 2023, the IASB issued Lack of
Exchangeability which amended IAS 21
The Effects of Changes in Foreign Exchange Rates (the
Amendments). The Amendments introduce requirements to assess when a currency
is exchangeable into another currency and when it is not. The Amendments
require an entity to estimate the spot exchange rate when it concludes that a
currency is not exchangeable into another currency.
These amendments had no effect on the consolidated financial statements of the
Group.
b) New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
The following amendments are effective for the annual reporting period
beginning 1 July 2026:
• Amendments to the Classification and
Measurement of Financial Instruments (Amendments to IFRS 9 Financial
Instruments and IFRS 7 Financial Instruments: Disclosures)
• Contracts Referencing Nature-dependent
Electricity (Amendments to IFRS 9 and IFRS 7)
The following standards and amendments are effective for the annual reporting
period beginning 1 July 2027:
• IFRS 18 Presentation and Disclosure in
Financial Statements
• IFRS 19 Subsidiaries without Public
Accountability: Disclosures.
The Group is currently assessing the effect of these new accounting standards
and amendments.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued
by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
Preparation of Financial Statements (renamed from Accounting Policies, Changes
in Accounting Estimates and Errors). Even though IFRS 18 will not have any
effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the
presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of profit or loss,
aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures.
The Group does not expect to be eligible to apply IFRS 19.
3. Material
accounting policies and Going Concern
Basis of preparation
The condensed interim report, which is unaudited, has been prepared in
accordance with UK-adopted International Accounting Standard 34 Interim
Financial Reporting and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom’s Financial Conduct Authority
. This condensed interim report does not include all
the notes of the type normally included in an annual financial report. This
condensed interim report is to be read in conjunction with the annual report
for the year ended 30 June 2025, and any public announcements made by the
group during the interim reporting period. The comparative financial
information for the year ended 30 June 2025 in this interim report does not
constitute statutory accounts for that year. The statutory accounts for 30
June 2025 have been delivered to the Registrar of Companies.
The auditors' report on those accounts was unqualified but drew attention to a
material uncertainty in relation to going concern. It did not contain a
statement under 498(2) or 498(3) of the Companies Act 2006.
The financial report for the six months ended 31 December 2025 was prepared
in accordance with the annual financial statements of the group and are
prepared in accordance with UK adopted International Accounting Standards
(IFRSs).
The accounting policies applied in this condensed interim report are
consistent with the polices applied in the annual financial statements for the
year ended 30 June 2025 and were prepared in accordance with UK adopted
International Financial Reporting Standards (IFRSs).
As disclosed in the 30 June 2025 Annual Report, the company was incorporated
on 13 September 2019 as a wholly owned subsidiary of Pensana Metals Limited.
The company subsequently acquired 100% of the share capital of Pensana Metals
Limited and its subsidiary companies for the effective issuance of 152,973,315
shares to the shareholders of Pensana Metals further to the scheme of
arrangement approved on 22 January 2020 and completed on 5 February 2020.
The shares issued to the former shareholders of Pensana Metals Limited
comprised 50,000,000 shares with a nominal value of £0.001 per share
subscribed for incorporation of the company by Pensana Metals Ltd which were
transferred to CHESS Depositary Nominees Pty Ltd (a subsidiary of the
Australian Securities Exchange (ASX)) for use in the scheme of arrangement and
102,973,314 shares with a nominal value of £0.001 per share additionally
issued by the company to CHESS Depositary Nominees Pty Ltd for use in the
scheme of arrangement. CHESS Depositary Nominees Ltd subsequently issued CHESS
Depositary Instruments in proportion to the interests the former shareholders
of Pensana Metals held in that company for trading on the ASX with 152,973,315
CHESS Depositary Instruments issued for trading. The transaction represented a
group reconstruction and common control transaction.
The accounting for common control transactions is scoped out of IFRS 3 and,
accordingly the Group has developed an accounting policy with reference to
methods applied in alternative generally accepted accounting principles
(GAAPs). Consequently, the consolidated financial statements are presented as
if the company has always been the holding company for the group and the group
has elected to apply merger accounting principles. Under this policy, the
company and its subsidiaries are treated as if they had always been a group.
The results are included from the date the subsidiaries joined the group and
the comparatives reflect the results of the company and its subsidiaries. No
fair value adjustments occur as a result of the transaction, and the assets
and liabilities are incorporated at their predecessor carrying values.
The policies have been consistently applied to all the periods presented,
unless otherwise stated.
Going Concern
The group financial statements have been prepared on a going concern basis. In
assessing the going concern basis of preparation, the directors have also
considered the availability of funding and its impact on the progression of
the Longonjo and separation facility projects. Similarly, the directors have
also considered the impact of the ongoing geopolitical landscape, including
ongoing global wars as it relates to availability of funding, costs,
marketability of our product and the potential volatility in the debt and
equity markets.
The directors are of the opinion that the group will be able to meet their
obligations as and when they fall due for a period of at least 12 months from
the date of approval of the financial statements.
As at 31 December 2025, the group was in a net asset position of US$96.8
million (June 2025: US$50.5 million) and net current asset position of US$9.5
million (June 2025: US$29.1 million net current liability). In addition, the
group reported a net loss after income tax of US$3.3 million (2024: US$2.9
million loss) and experienced cumulative net cash outflows from operating and
investing activities of US$19.7 million (2024: US$5.9 million).
Cash and cash equivalents totalled US$19.6 million at 31 December 2025 (June
2025: US$0.8 million).
The directors have prepared a cash flow forecast for the period ending 30 June
2027 to support the going concern assessment, including estimated timing and
sources of funds to support ongoing operations and project development.
In assessing the going concern basis of preparation, the directors have also
considered the availability of funding and its impact on the progression of
the Longonjo and separation facility projects. Similarly, the directors have
also considered the impact of the ongoing geopolitical landscape, including
ongoing global wars as it relates to availability of funding, costs,
marketability of our product and the potential volatility in the debt and
equity markets.
The balance sheet position as at 31 December 2025 reflects a significant
improvement compared to prior periods, with a net current asset position of
US$9.5 million (30 June 2025: US$ 29.1 million net current liability), with
the movement of US$38.6 million mainly a result of net changes in net
creditors/debtors of US$13.8 million driven by settlement of long outstanding
creditors and conversion of US$7.5 million of the FSDEA bridging loan facility
combined with cash available at year-end of US$19.6 million consisting of
US$10.2 million Ozango equity available and US$7.0 million available to
support ongoing corporate expenditure (Net of short term borrowings, excluding
FSDEA debt). The overall increase in cash position was mainly a result of
equity raises to the value of US$10 million as announced in December 2025 and
the deployment of US$25 million equity by FSDEA as part of the first tranche
of equity funding deployed at Ozango subsidiary level.
As at 31 December 2025, the uncertainty around going concern is limited to the
company’s ability to settle the remaining balance outstanding under the
FSDEA bridging loan (US$ 8.7 million) as well as the deployment of the
remaining funds towards the construction of the Longonjo Rare Earth Mine,
currently underway. The Board is of the opinion that these uncertainties are
sufficiently mitigated based on the staged conversion of the bridging loan as
agreed with FSDEA along with existing funding approvals in place to support
construction of the Longonjo Rare Earth Mine.
It is anticipated that the contemplated financing across the group may include
further issues of equity, export credit-backed debt financing and/or issuing a
green bond. The ability of the company and group to continue as a going
concern is dependent on securing such additional funding given the forecast
expenditure.
Although conditions regarding the financing and cash flow mentioned above
indicate a material uncertainty which may result in the Group being unable to
realise its assets and discharge its liabilities in the normal course of
business, the funding approvals received have provided comfort to the Board of
the Group’s ability to continue as a going concern and work towards raising
the requisite funding as outlined above.
The group and the parent company financial statements do not include the
adjustments that would result if the group and the parent company were unable
to continue as going concerns.
Critical accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting
policies, management continually evaluates judgements, estimates and
assumptions based on experience and other factors, including expectations of
future events that may have an impact on the group. All judgments, estimates
and assumptions made are believed to be reasonable based on the most current
set of circumstances available to management. Actual results may differ from
the judgements, estimates and assumptions.
Significant judgements, estimates and assumptions made by management in the
preparation of these financial statements are outlined below:
(i)
Significant accounting judgements
Impairment indicator assessment of development assets
The ultimate recovery of the value of the group’s development assets as at
31 December 2025 is dependent on the successful development and commercial
exploitation of the Longonjo Project. Judgement was exercised in assessing the
extent to which impairment indicators existed as at 31 December 2025 in
respect of the Longonjo Project. In forming this assessment, internal and
external factors were evaluated.
Management determined that no impairment indicators existed having considered
the steadiness in rare earth pricing, the Longonjo funding approvals being
obtained and the contemplated staged development of Longonjo.
Impairment indicator assessment of assets under construction
The ultimate recovery of the value of the Saltend development assets as at 31
December 2025 is dependent on the successful development and commercial
exploitation of the Saltend facility.
Judgement was exercised in assessing the extent to which impairment indicators
existed as at 31 December 2025 in respect of the Saltend Project.
In forming this assessment, internal and external factors were evaluated. As
detailed below, the underlying financial model involves estimates regarding
commodity prices, production and reserves, operating costs and capital
development together with discount rates and demonstrates significant
headroom. Management therefore determined that no impairment indicator
existed.
Climate change
Management has considered the impact of climate change in preparing these
consolidated financial statements. These considerations, which are integral to
the group’s strategy and operations, were considered in the following areas:
• The judgements involved in the
evaluation of indicators of impairment for the group’s development assets
and assets under construction);
• The judgements used in the evaluation
of the group’s exploration and evaluation assets for impairment; and
• The evaluation of the residual values
and economic useful lives of property, plant and equipment.
The effects of climate-related strategic decisions are incorporated into
management’s judgements and estimates, as these relate to the future cash
flow projections underpinning the recoverable amounts of mining interests,
when the decisions have been approved by the board, and the implementation of
these is likely to occur. The considerations with respect to climate change
did not have a material impact on the key accounting judgements and estimates
noted above in the current year, however, the emphasis on climate-related
strategic decisions, such as a focus on decarbonisation, further
electrification and sourcing of renewable power may have a significant impact
in future periods.
(ii)
Significant accounting estimates and
assumptions
Share-based payment transactions
The group measures the cost of equity-settled transactions with directors and
others by reference to the fair value of the equity instruments at the date on
which they are granted. The fair value is determined using a stochastic model
to value awards with market-based conditions and a Black-Scholes valuation
model for awards that are not subject to market-based performance conditions.
These models require estimates for inputs such as share price volatility and
total shareholder return. The share-based payment arrangements are expensed on
a straight-line basis over the vesting period, based on the group’s estimate
of shares that will eventually vest. At each reporting date, vesting
assumptions are reviewed to ensure they reflect current expectations and
immediately recognise any impact of the revision to original estimates.
Judgement is required as to the likelihood of the vesting
conditions being met, such as the progress of financing of various projects,
the lost time injury frequency rate, progress of construction of the projects,
etc. If fully vested share options are not exercised and expire, then the
accumulated expense in respect of these is reclassified to accumulated losses.
Impairment assessment of Saltend intangibles
The ultimate recovery of the value of the Saltend intangibles as at 31
December 2025 is dependent on the successful development and commercial
exploitation of the Saltend facility.
An impairment assessment is performed annually. Judgement was exercised in
assessing the extent to which impairment existed as at 31 December 2025 in
respect of the Saltend Project. In forming this assessment, management
performed an impairment assessment based on the feasibility studies at
Saltend. The underlying financial model involves estimates regarding commodity
prices, production and reserves, operating costs and capital development
together with discount rates and demonstrates significant headroom. Management
therefore determined that no impairment existed.
4. Operating
Segments
Description of segments
The group has identified its operating segments based on the internal reports
that are used by the chief operating decision maker in assessing performance
and determining the allocation of resources.
The group has identified that it has two operating segments being related to
the activities in Angola and Saltend (UK). Corporate
relates to operations in Australia and Portugal which consist of corporate and
head office-related costs.
Any property, plant and equipment included in the Australian and Portuguese
entities which relates to Longonjo, has been included in the Angolan reporting
segment.
31 December 2025 Angola UK Corporate Total
US$ US$ US$ US$
Non-current assets – opening balance 59,763,506 19,834,967 - 79,598,473
Non-current assets – additions/movements 10,499,953 (2,696,325) - 7,803,628
Non-current assets – closing balance 70,263,459 17,138,642 87,402,101
Current assets 12,533,187 16,438,168 1,269,313 30,240,668
Current and non-current liabilities (1,201,504) (18,536,770) (1,048,811) (20,787,085)
Cash and cash equivalents 9,049,814 9,195,634 1,372,958 19,618,406
Six months ended 31 December 2025
Administration expenses (1,050,904) (4,247,147) 629,259 (4,668,792)
Depreciation 18,775 433 - 19,208
Operating (loss)/gain (659,502) (3,333,099) 1,453,100 (2,539,501)
Material non-cash items – share-based payments - (782,293) - (782,293)
Material non-cash items – foreign exchange gains 391,402 1,088,560 97,934 1,577,896
Loss before tax (659,502) (4,059,007) 1,453,100 (3,265,409)
Loss for the period (659,502) (4,059,007) 1,453,100 (3,265,409)
30 June 2025 Angola UK Corporate Total
US$ US$ US$ US$
Non-current assets – opening balance 53,039,521 17,927,154 – 70,966,675
Non-current assets – additions 6,723,985 1,907,813 – 8,631,798
Non-current assets – closing balance 59,763,506 19,834,967 – 79,598,473
Current assets 884,146 2,264,544 36,632 3,185,322
Current and non-current liabilities (1,371,717) (28,330,874) (1,685,129) (31,387,720)
Cash and cash equivalents 2,910 800,401 7,738 811,049
Six months ended 31 December 2024
Administration expenses (837,410) (1,601,266) (107,235) (2,545,911)
Depreciation (16,952) (2,045) - (18,997)
Operating (loss)/gain (3,579,949) (762,152) 1,445,761 (2,896,340)
Material non-cash items – share-based payments - (174,645) - (174,645)
Material non-cash items – foreign exchange gains and losses (153,800) (780,039) 1,343,343 (409,504)
Loss before tax (3,579,949) (762,152) 1,445,761 (2,896,340)
Loss for the period (3,579,949) (762,152) 1,445,761 (2,896,340)
Non-current assets consist mainly of development assets and assets under
construction. Additions and depreciation of non-current
assets are disclosed in note 10.
5. Other
Expenses
Six months ended Six months ended
31 December 2025 US $ 31 December 2024 US $
Administration expenses
General administration costs 1,387,822 568,118
Audit and non-audit fees 151,620 93,906
Consultant Fees 211,180 194,701
Travel expenses 116,665 85,012
Legal fees 211,337 2,411
Operating lease rental expenses:
Lease payments (short-life leases) 46,333 47,460
Depreciation on non-current assets:
Property, plant and equipment 19,208 18,997
Employee Benefits
Performance rights and options granted to directors, officers and employees 782,293 174,645
Directors’ fees and employee benefits 1,578,468 1,282,053
Social security costs 163,866 78,608
Total administration expenses 4,668,792 2,545,911
Foreign currency exchange gains/losses:
Foreign exchange gain of $1,577,896 (2024: $409,504 loss) comprises realised
foreign exchange movements on retranslation of monetary balances and
unrealised foreign exchange movements on inter-company loans which are
considered repayable in the foreseeable future.
6. Income
Taxes
Consolidated
6 months ending 31 December 6 months ending 31 December
2025 US $ 2024 US $
Current taxation
Current tax charge/ (credit) - -
No Liability to corporation tax arose in ordinary activities for the half year
ended 31 December 2025 or 31 December 2024.
The tax assessed for the year utilised the standard rate of tax in the UK of
25% (2024: 25%).
Tax rate reconciliation:
Six months ended Six months ended
31 December 2025 US $ 31 December 2024 US $
Loss from continuing operations before tax (3,265,409) (2,896,340)
Loss on continuing activities multiplied by the rate of corporation tax in the UK of 25% (2024:25%) (816,352) (724,085)
Tax effects of:
Different tax rates in overseas jurisdictions 3,477 2,539
Amounts which are not deductible/(taxable) 195,720 46,928
Unrecognised tax losses 617,155 674,618
Total tax charge/(credit) - -
7. Cash and
Cash Equivalents
As at 31 December 2025 As at 30 June 2025
US$ US$
Cash at bank and on hand 19,618,406 811,049
19,618,406 811,049
8. Trade and
Other Receivables
As at 31 December 2025 As at 30 June 2025
US$ US$
Trade receivables 27,529 29,771
Prepayments 1 2,679,688 193,776
Value added tax (VAT) receivables 1,709,995 1,493,655
Other receivables 2 6,346,657 657,071
10,763,869 2,374,273
Less: Non-current VAT receivable (141,607) (870,137)
Total current receivables 10,622,262 1,504,136
1) Prepayments include an amount of US$2.5 million
relating to the down-payments on long lead items for Ozango.
2) Other receivables of US$6.3 million include an
amount of $5.8 million relating to the issuance of 4.8 million new ordinary
shares of £0.001 each in October 2025 at a price of £1.20. Proceeds of the
sale of these shares were applied towards the settlement of the outstanding
creditor balance with Wood Plc. Unsold shares at 31 December 2025 amounted to
3.6 million shares, with the outstanding shares to be sold and the creditor
fully settled in due course.
9. Intangible
assets
As at 31 December 2025 US$ As at 30 June
2025 US$
Saltend intangible assets
Carrying value
Balance at the beginning of the year 14,562,880 13,215,564
Additions - 223,690
Adjustment on currency translation (293,249) 1,123,626
Balance at the end of the period 14,269,631 14,562,880
Coola exploration and evaluation expenditure
Carrying value
Balance at the beginning of the year 456,914 396,697
Additions 225,102 60,217
Balance at the end of the period 682,016 456,914
Total intangibles 14,951,647 15,019,794
10. Property,
plant and equipment
Buildings Plant and equipment Development asset Assets under construction Motor vehicles Office equipment Computer equipment Total
US$ US$ US$ US$ US$ US$ US$ US$
Cost
Balance at 1 July 2025 38,526 39,984 59,191,332 4,374,567 216,395 7,983 41,905 63,910,692
Additions 375,120 115,276 10,182,235 - 91,368 - 9,621 10,773,620
R&D tax credits - - (9,083) - - - - (9,083)
Technical assistance grants received - - (1,441,242) (194,103) - - - (1,635,345)
Product development funding received - - - (508,609) - - - (508,609)
Adjustment on currency translation - - 92,232 (93,285) - - (465) (1,518)
Balance at 31 December 2025 413,646 155,260 68,015,474 3,578,570 307,763 7,983 51,061 72,529,757
Depreciation
Balance at 1 July 2025 10,068 17,839 - - 136,579 5,072 32,592 202,150
Charge for the year 890 2,571 - - 12,769 282 2,696 19,208
Adjustment on currency translation - - - - - - (448) (448)
Balance at 31 December 2025 10,958 20,410 - - 149,348 5,354 34,840 220,910
Net Book Value
At 1 July 2025 28,458 22,145 59,191,332 4,374,567 79,816 2,911 9,313 63,708,542
At 31 December 2025 402,688 134,850 68,015,474 3,578,570 158,415 2,629 16,221 72,308,847
11. Trade and
other Payables
As at 31 December 2025 US$ As at 30 June 2025 US$
Trade and other payables 8,059,804 12,278,293
Accrued expenses 1,410,968 1,906,951
Statutory liabilities 57,304 42,360
9,528,076 14,227,604
12. Loans and
borrowings
As at 31 December 2025 US$ As at 30 June 2025 US$
Interest bearing liabilities (current)
Bridging loan facility 8,656,270 16,320,116
External loan facility 2,602,739 840,000
Total 11,259,009 17,160,116
Net debt reconciliation
Cash and cash equivalents 19,618,406 811,049
Borrowings (11,259,009) (17,160,116)
8,359,397 (16,349,067)
Borrowings US$ Cash US$ Total US$
Net (borrowings)/cash at 1 July 2025 (17,160,116) 811,049 (16,349,067)
Net cash used in operating activities - (14,560,078) (14,560,078)
Net cash used in investing activities - (10,854,534) (10,854,534)
Net proceeds from loans and borrowings (1,700,000) 1,700,000 -
Accrual of interest, net on borrowings 101,107 - 101,107
Proceeds from issues of equity securities - 25,069,170 25,069,170
FSDEA bridging loan conversion to equity 7,500,000 (7,500,000) -
FSDEA investment in Ozango - 25,000,000 25,000,000
Interest paid - (46,904) (46,904)
Foreign exchange movements - (297) (297)
Net cash/(borrowings) at 31 December 2025 (11,259,009) 19,618,406 8,359,397
A portion of the FSDEA loan facility was converted into equity during the
period. There was no interest charged during the period
on the remaining FSDEA loan (31 Dec 2024: 6.95%).
The group received an additional US$1.7 million during the period from an
external loan facility. A fixed coupon rate of 5% was
payable on the facility. Repayment was initially scheduled for four months
following the drawdown, however, the loan was restructured in August 2025 into
a new facility that carries interest at 12% per annum on the outstanding
principal amount, to be paid quarterly in arrears. The
term of the facility is 12 months for each drawdown.
The company’s shareholding in Ozango acts as security for the bridging loan
facility from FSDEA.
In terms of the external loan facility, the company charged its shares in its
subsidiaries as security for the facility. The charge covers the shares held
by the company in Sable Min Unipessoal Lda, SBLRTHS Unipessoal Lda and Saltend
Magnet Metals Limited.
13. Issued Capital
As at 31 December As at 31 December As at 30 June As at 30 June
2025 Number 2025 US$ 2025 Number 2025 US$
Fully paid ordinary shares
Balance at the beginning of the period 299,171,989 372,767 288,772,873 361,440
Shares issued 10 September 2025 3,290,476 4,457 2,098,223 2,667
Share Placement 15 October 2025 4,828,970 6,483 1,500,000 1,938
Share Placement 18 December 2025 8,208,750 11,013 - -
Shares issued 18 December 2025 23,148,148 30,989 - -
Correction - - - (2,457)
Shares issued on STI and LTI awards - - 3,943,750 5,320
Share Placement 18 December 2025 125,000 167 2,857,143 3,859
Share Placement on exercise of warrants 18 December 2025 474,356 635 - -
Balance at period end 339,247,689 426,511 299,171,989 372,767
Placements during half year ending 31 December 2025:
On 10 September 2025, the company issued 2,857,143 £0.001 fully paid ordinary
shares to Open Source Capital at a price of £0.35 per share and raised
US$1,354,600. The company also issued 433,333 £0.001
fully paid ordinary shares to Quark Financial Limited for the settlement of
equity raising fees.
On 15 October 2025, the company issued 4,828,970 £0.001 fully paid ordinary
shares at a price of £1.20 per share. The proceeds of
these shares were applied towards the settlement of one of the company’s
major contractors, Wood Plc.
On 18 December 2025, the company issued 8,208,750 £0.001 fully paid ordinary
shares to a consortium of investors at a price of £0.80 per share and raised
US$8,809,185. Of this amount, 6.3 million shares were
issued to M&G for US$6.7 million.
On 18 December 2025, US$7.5 million of the FSDEA loan was converted into
equity by the issuance of 23,148,148 £0.001 fully paid ordinary shares at a
price of £0.24 per share.
On 18 December 2025, 125,000 £0.001 fully paid ordinary shares were issued to
Quark Financial Limited at the following prices: 50,000 shares at £1.00,
50,000 shares at £1.20 and 25,000 shares at £1.50 as per the contractual
obligation with them. On 18 December 2025, 474,356
£0.001 fully paid ordinary shares were issued on exercise of the UK-based
investment house’s warrants as per the contractual agreement
Placements during half year ending 31 December 2024:
On 26 July 2024, the company issued 1,500,000 fully paid ordinary shares to
the Chairman at a price of £0.16 per share and raised US$323,000.
This was part of the funding facilitated by the chairman under the
£2 million working capital Facility made available to the company on 28 March
2024. Refer to note 20 for further information.
Share options on issue
As at 31 December 2024, there were nil shares under option (31 December 2023:
nil).
Performance rights on issue
There are no performance rights outstanding as at period end.
14.
Commitments for Expenditure
The group has certain obligations to perform exploration work and expend
minimum amounts of money on mineral exploration tenements.
No provision is required for minimum expenditure requirements in respect of
tenements.
(i) Exploration
Commitments
There were no commitments for payments under exploration permits and mineral
leases in existence at the reporting date, but not recognised as liabilities
payable, as well as at 31 December 2025.
(ii) Capital
Commitments
Capital expenditure contracted for at the reporting date but not yet incurred
was as follows:
As at 31 December 2025 US$ As at 30 June 2025 US$
Capital expenditure 22,303,840 2,502,588
The expenditure relates primarily to the Longonjo Project in Angola.
15. Contingent
Liabilities and Contingent Assets
The Directors are not aware of any other contingent liabilities or contingent
assets that are likely to have a material effect on the results of the Group
as disclosed in these financial statements.
16.
Share-based Payments
Half year ended 31 December 2025
During the period, no share awards and no short-term bonus share awards were
issued to directors, senior management and employees.
US$782,293 was charged to the statement of comprehensive income relating to
existing share awards (31 Dec 2024: US$174,645.)
No legacy awards remained to vest during the period.
Half year ended 31 December 2024
During the period, no share awards and no short-term bonus share awards were
issued to directors, senior management and employees.
No legacy awards remained to vest during the period.
17. Loss per
share
Six months ended 31 December Six months ended 31 December
2025 cents per share 2024 cents per share
Basic loss per share
From continuing operations 1.07 1.00
Total basic loss per share 1.07 1.00
Diluted loss per share
From continuing operations 1.07 1.00
Total diluted loss per share 1.07 1.00
Basic loss per share
The net loss and weighted average number of ordinary shares used in the
calculation of basic loss per share are as follows:
Unaudited As at 31 December 2025 US$ Unaudited As at 31 December 2024 US$
Net loss (3,265,409) (2,896,340)
Losses used in the calculation of basic loss per share from continuing operations (3,265,409) (2,896,340)
Losses used in the calculation of diluted loss per share attributable to ordinary shareholders (3,265,409) (2,896,340)
As at 31 December 2025 No. As at 31 December
2024 No.
Weighted average number of ordinary shares for the purposes of calculating basic loss per share and diluted loss per share 305,579,476 290,125,332
No options (31 December 2024: nil) or performance rights (31 December 2024:
nil) have been included in the diluted earnings per share calculations.
Potential ordinary shares that could dilute basic earnings per share in the
future but were anti-dilutive for the period, amounted to 21,847,141 shares
(31 Dec 2024: none).
18. Related
party transactions
During the previous year, Mr Kaplan provided funding of £293,307 to the
company under the facility. The company settled an
amount of £5,271 during the period. The net amount
owing to Mr Kaplan as at 31 December 2025 was £420,642. (30 June 2025:
£291,831.)
During the period, US$7.5 million of the FSDEA loan was converted into equity
in Ozango Minerais SA. The loan balance owed to FSDEA at
31 December 2025 was US$8,656,270 (30 June 2025: US$16,320,116).
19. Notes to
the Consolidated Statement of Cashflows
Reconciliation of loss for the period to net cash flows from operating
activities
Six months ended 31 December Six months ended 31 December 2024 US$
2025 US$
Net loss (3,265,409) (2,896,340)
Add/less non-cash items
Depreciation 19,208 18,997
Share based payments 782,293 174,645
Reversal of impairment loss on financial assets (551,395) (59,075)
Foreign exchange (gains)/losses (1,577,896) 409,504
Finance costs – interest accrued and costs associated with lender warrants 725,908 -
VAT written off 158,507 -
Changes in Trade and other receivables 237,928 (94,614)
Changes in Trade and other payables (2,854,587) 53,119
Net cash used in operating activities (6,325,443) (2,393,764)
Reconciliation of additions to property, plant and equipment and intangibles
to payments for property, plant and equipment and intangibles used in
investing activities
Six months ended 31 December Six months ended 31 December 2024 US$
2025 US$
Additions to property, plant and equipment 10 (10,773,620) (4,160,534)
Additions to Saltend intangible assets 9 (225,102) (143,570)
Total additions (10,998,722) (4,304,104)
Capital items included in working capital (4,999,892) (65,850)
Payments for property, plant and equipment and intangibles (15,998,614) (4,369,954)
(cash flow investing activities)
20. Subsequent
events
On 21 January 2026 the company issued 275,000 new ordinary shares of £0.001
each to Quark Financial Limited as part of the Subscription Agreement with
Quark Financial Limited concluded on 9 December 2025. Following the issue the
total number of voting rights of the Company is 339,522,689.
On 4 March 2026 the company announced a strategic investment of US$165 million
by Cascade by way of US$15 million subscription for 3.8%
share in Pensana Plc and US$150 million investment for a 38.2% interest in
Sable, the Company's wholly owned subsidiary and majority shareholder in
Ozango the developer of the Longonjo Rare Earth Mine. The strategic investment
remains subject to long-form documentation and share applications which is
currently underway. Upon completion of the strategic investment it is
anticipated that the effective ownership position of Sable in Ozango will be
subject to change, and as a result Pensana’s ownership is expected to
increase and this will be communicated to the market accordingly in due
course.
No other matters or circumstances have arisen since 31 December 2025 that have
significantly affected, or may significantly affect:
* The Group’s operations in future financial years;
* The results of those operations in future financial
years; or
* The Group’s state of affairs in future financial
years.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge: a. the Condensed Interim Report
have been prepared in accordance with IAS 34 Interim Financial Reporting and
give a true and fair view of the assets, liabilities, financial position and
profit of the Group; and b. the Interim Management Report includes a fair
review of the information required by FCA’s Disclosure and Transparency
Rules (DTR 4.2.7 R and 4.2.8 R).
By order of the Board
Mr Paul Atherley
27 March 2026
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