Unaudited Interim results for the six months ended 31 December 2025
27/03/2026 08:52
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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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) |
| 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 |
| Fully paid ordinary shares | Share premium | Accumulated Losses | Merger Reserve | Foreign Exchange Reserve | Non-controlling interest | Warrant Reserve2 | Share based Payments Reserve | Equity Reserve | Total | |
| 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 | 25,871,5171 | (11,712) | - | - | 490,739 | - | (876,081) | 25,528,207 | |
| Capital raising costs | - | (459,037) | - | - | - | - | - | - | (459,037) | |
| Subscription of shares by FSDEA in Ozango3 | - | - | 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 |
| 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 |
| Unaudited 31 December 2025 | Unaudited 31 December 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 |
| 31 December 2025 | Angola US$ | UK US$ | Corporate US$ | Total 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 US$ | UK US$ | Corporate US$ | Total 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) |
| Six months ended 31 December 2025 US $ | Six months ended 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 |
| Consolidated | |||||
| 6 months ending 31 December | 6 months ending 31 December | ||||
| 2025 US $ | 2024 US $ | ||||
| Current taxation | |||||
| Current tax charge/ (credit) | - | - | |||
| Six months ended 31 December 2025 US $ | Six months ended 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) | - | - | |||
| 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 | |||||
| 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 | ||||
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| As at 31 December 2025 US$ | As at 30 June 2025 US$ | ||
| Capital expenditure | 22,303,840 | 2,502,588 |
| Six months ended 31 December 2025 cents per share | Six months ended 31 December 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 |
| 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 |
| Six months ended 31 December 2025 US$ | Six months ended 31 December 2024 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) |
| Six months ended 31 December 2025 US$ | Six months ended 31 December 2024 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 (cash flow investing activities) | (15,998,614) | (4,369,954) |