US$100 million Strategic Equity Investment

Pensana has secured a US$100m strategic equity subscription for 95m new ordinary shares from a Strategic Investor to back its U.S. Mine-to-Magnet strategy, subject to confirmatory due diligence and shareholder/allotment approvals; an additional 2.85m shares will be placed with institutional investors at £0.80 per share (c. US$3m) and applied for admission to the LSE, taking pro forma issued share capital to 310,141,435. The proceeds are earmarked to accelerate development of the Longonjo rare-earth project (construction is advancing and FSDEA has advanced the balance of a US$25m facility), fund drilling to extend life of mine, develop co-products including heavy rare earth oxides, and support a planned Nasdaq listing in 2026, with Longonjo targeted to begin production in 2027 and supply over 10,000 tonnes of rare-earth permanent magnets as a non‑Chinese source ahead of looming U.S. policy and tariff shifts. ABG Sundal Collier acted as financial adviser; the announcement is treated as inside information under MAR.

Analysis

Pensana has secured a US$100.0 million subscription from a Strategic Investor for 95,000,000 new ordinary shares subject to confirmatory due diligence, shareholder authorisation and allotment approval, alongside a separate placing of 2,850,000 new shares at £0.80 each (c. US$3.0m) with application to admit those shares to the LSE; pro forma issued share capital will be 310,141,435 ordinary shares and ABG Sundal Collier acted as financial adviser. The company states the proceeds will maintain development of the Longonjo rare-earth project, fund additional drilling to extend life of mine (LOM), develop co-products including heavy rare earth oxides (HREOs) and support a planned Nasdaq listing in 2026, with construction advancing and the Angola sovereign wealth fund (FSDEA) having advanced the balance of a US$25m facility. Strategic timing is explicitly linked to policy catalysts: a stated 25% tariff on rare earths from China from 2026 and a U.S. ban on Chinese-origin rare-earth magnets/materials in U.S. weapon systems from 2027, and the company targets production from 2027 capable of supporting over 10,000 tonnes of rare-earth permanent magnets. Key risks are execution and conditionality—the investment is subject to due diligence and approvals—material dilution from 95m new shares versus pro forma 310m shares, construction and commissioning timelines to 2027, and the need to commercialise co-products and complete the Nasdaq listing to broaden liquidity.

Key Decisions for Investors

• Delay any material position increase until the Strategic Investor completes confirmatory due diligence and shareholder/allotment approvals to avoid exposure to deal failure risk
• Re-evaluate valuation assuming pro forma share count of 310,141,435 and quantify dilution impact from the 95,000,000 new shares before adding to positions
• Monitor operational milestones (Longonjo construction progress, additional drilling results, FSDEA funding tranches) and completion of the Nasdaq listing in 2026 as de‑risking events that would justify increasing exposure
• Use the 2026 tariff and 2027 U.S. policy deadlines as catalysts in scenario models but hedge near-term execution risk given conditionality and schedule sensitivity