Major shareholder support for US Strategy

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

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

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

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

Paul Atherley Pensana Chairman commented:

"

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

Summary of the terms of the Transaction

Conversion

Pursuant to the US$15 million bridging loan entered into between the Company and FSDEA's wholly owned subsidiary, ASF Yova Mining Holding Limited ("ASF Yova"), on 7 August 2023 ("the Facility"), the Company and ASF Yova have agreed that 50% of the US$15 million principal debt outstanding under the Facility will be converted into new ordinary shares in the Company. The conversion price will be 24 pence resulting in 23,148,148 conversion shares. Following admission, ASF Yova will hold 98,686,785 of the Company's issued ordinary share capital, approximately 29.2 per cent shareholding.

Total Voting Rights

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

Pensana_Blueprint_for_Sustainable_Rare_Earths.pdf

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

considered

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domain.

The

person

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arranging

for

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release

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this announcement on behalf of the Company is Paul Atherley (Chairman).

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