Pensana Plc - GBP 2 million Placement to major institutional shareholders

30 May 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Pensana Plc

("Pensana" or the "Company")

GBP 2 million Placement to major institutional shareholders

Pensana (PRE.LSE) is pleased to announce that, following the recent US$ 25 million investment by major shareholder FSDEA into 84% owned subsidiary Ozango, which has allowed main construction to commence at Longonjo mine site, one of the Company's other major institutional shareholders M&G Investment Management ("M&G") has participated in a  GBP 2 million equity raise at the Pensana Plc level.

M&G has agreed to invest GBP 1 million alongside other strategic investors ("Strategic Investors") who will invest a further GBP 1 million into the Company. Quark Financial is the Financial Advisor for the company with respect to the Strategic Investors.

Chairman, Paul Atherley commented:

"We are delighted that the Company continues to be supported by its major institutional shareholders both at the asset level and at the corporate level. The GBP 2 million funding will meet the Company's corporate funding requirements for the next 18 months.

Our focus is on the developments on site where the team is mobilizing contractors to commence construction of one of the world's largest and highest grade undeveloped rare earth projects.

Longonjo is fully funded and benefits from one of the lowest capital costs and a near surface deposit with a 4% TREO grade over the first five years of production and has attracted considerable interest in its clean high grade mixed rare earth carbonate product."

M&G has conditionally agreed to invest GBP 1 million in the Company by way of a placement of 2,857,143 new ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") (the "M&G Placing Shares") at a price of 35 pence per share (the "Placing Price").

The Strategic Investors have, separately, agreed to invest GBP 1 million in the Company by way of a staged placement of 2,857,143 Ordinary Shares ("Strategic Investors Placing Shares") at the Placing Price.

The issue of the M&G Placing Shares and Strategic Investors Placing Shares is conditional, amongst other things, on the admission of the Placing Shares to the Official List (Equity Shares - Transition) and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). Applications for Admission of the Placing Shares will commence shortly.

The Ordinary Shares issued to M&G and the Strategic Investors will be issued credited as fully paid and will, on their Admission, rank pari passu in all respects with the existing Ordinary Shares then in issue including the right to receive all dividends or other distributions declared, made or paid after the respective date of their Admission.

Following Admission of the M&G Placing Shares and the Strategic Investor Placing Shares, M&G will be interested in a total of 36,314,081 Ordinary Shares representing 12,18% of the enlarged share capital of the Company.

Total Voting Rights

Following Admission of the M&G Placing Shares and the Strategic Investor Placing Shares, the Company's issued share capital will consist of 298,085,382 Ordinary Shares.

The information contained within this announcement is considered by the Company to constitute 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).

-ENDS-

For further information, please contact:

Shareholder/analyst enquiries:

Pensana Plc

Paul Atherley, Chairman IR@pensana.co.uk

Tim George, Chief Executive Officer

Rob Kaplan, Chief Financial Officer