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US$165 million Strategic Investment to support U.S. Mine to Magnet strategy

In brief · summary, not quotable

Pensana Plc has received the initial US$15 million tranche from Cascade Natural Resources Limited as part of a US$165 million strategic investment to advance its U.S. Mine-to-Magnet strategy. This investment includes US$15 million for new ordinary shares, representing a 3.8% interest in Pensana, and US$150 million into a subsidiary for a 38.2% stake in the Longonjo Rare Earth Mine developer. The total funding, combined with a US$160 million ABSA debt package, will support mine construction, resource expansion to one billion tonnes, a heavy rare earth recovery facility, downstream development, and NASDAQ listing costs, with first production anticipated in 2027.

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U.S.

Mine

to

Magnet

strategy

Pensana (PRE.LSE) is pleased to confirm receipt of the first tranche of US$15 million from Cascade Natural Resources Limited ("Cascade") as contemplated under the US$165 million Strategic Investment ("Strategic Investment") announced on 4 March 2026.

Under the terms of the Strategic Investment, in support of the development of the Company's U.S. Mine-to-Magnet strategy, Cascade will

advance

US$165 million

to

Pensana and

its

group

companies

by

way

of:

Investment of US$15 million into Pensana by way of a subscription for 13,992,537 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.

Pensana Chairman Paul Atherley commented

"

We very much welcome the investment by Cascade which will enable us to continue the development of the Longonjo mine, add the heavy rare earth circuit and expand the resource base to a target of one billion tonnes making it one of the largest rare earth mines ever developed.

A recent report from the International Energy Agency has highlighted the need to build a robust and resilient international rare earth supply chain to reduce the world's reliance on China to avoid $6.5 trillion of potential economic cost of supply disruption.

With construction well underway and first production scheduled for 2027 our investment in Longonjo and our plans to establish a fully integrated U.S. mine to magnet supply chain will be an important step in securing this supply."

Alongside

the

proposed

US$160

million

ABSA

debt

funding

package

(U.S.

EXIM

Guaranteed)

the

Strategic Investment

will

provide

for

the

construction

of

the

Longonjo

mine,

including

execution

of

the

recently announced drill programme to increase the resource to a target of one billion tonnes and the construction of the HREE recovery facility ahead of Longonjo's first production scheduled for 2027 as well as downstream development initiatives, the costs associated with the proposed NASDAQ listing and all corporate costs.

ABG Sundal Collier, a leading independent Nordic investment bank, has acted as Pensana's financial advisor for the Strategic Investment.

Application will be made for the 13,992,537 New Ordinary Shares to be admitted to the Official List and to trading on the Main Market of the LSE and admission is expected to occur on the LSE on or about 08:00 on 27 April 2026. These shares will rank

pari passu

with the existing Ordinary Shares in issue.

Following this issue, the Company's issued share capital will consist of

353,515,226

Ordinary Shares. No shares are held in treasury. Therefore, the total number of voting rights of the Company will be 353,515,226.

About Cascade

Cascade is an Investment Fund backed by specialist family offices and major sovereign funders, chaired by Lloyd Pengilly, the former-Chairman of JP Morgan Africa and JP Morgan's Metals & Mining division who will be invited to join the Pensana Board along with one other Cascade nominee on completion of the Strategic Investment.

About

Pensana

Pensana is developing one of the world's largest and highest-grade magnet metal rare earth mines which

will produce initially 20,000 tpa of a clean high value MREC including both LREE and HREE. The plan is to

expand

production

to

40,000

tpa

of

MREC

once

initial

operations

have

been

established.

The Longonjo operation will extract, concentrate, calcine and chemically refine the free dig material to produce

a

high-value

MREC

which

will

be

railed

273

kilometers

in

containers

to

the

Atlantic

port

of

Lobito for

export.

Pensana

is

looking

to

establish

a

world

class

fully

integrated

mine-to-magnet

supply

chain

in

partnership with U.S. partners and with support from U.S. Government.

The

Longonjo

mine

is

located

adjacent

to

the

Lobito

rail

corridor

approximately

60

kilometers

west

of

the provincial capital of Huambo in central Angola.

The project is currently under development, comprises an open pit, concentrator and recovery plants, tailings storage facility (designed to meet the requirements of the Global Industry Standard on Tailings Management), process water supply, bulk power supply, mine infrastructure, workshops, offices, accommodation village, recreational facilities, and other associated infrastructure.

The

inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information

will

be

considered

to

be

in

the

public

domain.

The

person

responsible

for

arranging

for

the

release

of

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

For

further

information,

please

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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