Member Info for OscarGolf

UKLR 7 Annex 2

This annex sets out the information to be included in a notification required by UKLR 7.3.1R, UKLR 7.3.2R, UKLR 7.3.3R and UKLR 7.5.1R.

Part 1 Information relating to the transaction

1.1 R A notification required by UKLR 7.3.1R and UKLR 7.5.1R must include the following information:

(1) details of the transaction, including the name of the other party to the transaction; [Investment by Cascade Natural Resources Limited of US$150 million into Pensana Plc'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]

(2) an explanation of the reasons for entering into the transaction; [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]

(3) a description of the business carried on by, or using, the net assets the subject of the transaction;

(4) the consideration, and how it is being satisfied (including the terms of any arrangements for deferred consideration); [US$150 million into Sable. All paid immediately or any part deferred?]

(5) the value of the gross assets the subject of the transaction;

(6) the profits attributable to the assets the subject of the transaction;

(7) the effect of the transaction on the listed company, including any benefits which are expected to accrue to the company, and any risks to the company, as a result of the transaction;

(8) a statement of the effect of the transaction on the group’s earnings and assets and liabilities;

(9) details of any service contracts of proposed directors of the listed company; [details of the service contracts of Lloyd Pengilly and the other Cascade nominee director of Pensana Plc]

(10) details of any break fee arrangements;

(11) for a disposal, the application of the sale proceeds; [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]

(12) for a disposal, if securities are to form part of the consideration received, a statement as to whether the securities are to be sold or retained;

(13) details of key individuals important to the business or company the subject of the transaction;

(14) if the transaction is a joint venture, details of any exit arrangement;

(15) if the transaction is required to be aggregated under UKLR 7.2.11R, details of transactions completed during the relevant period; and

(16) a statement by the board that the transaction is, in the board’s opinion, in the best interests of security holders as a whole.

If Pensana plc signs an agreement relating to a significant transaction, Pensana plc must notify the market by issuing an RNS announcement as soon as possible after the terms of a significant transaction are agreed.

Since Pensana plc has not issued an RNS announcement to notify that the terms of the sale of 38.2% of Pensana's shares in Sable for US$150m have been agreed, it is logical to conclude that the agreement relating to the sale of 38.2% of Pensana's shares in Sable for US$150m has not been signed yet. Why has it not been signed yet? This is the 150 million dollar question.

In UKLR, a transaction is classified as a significant transaction where any percentage ratio is 25% or more.

The consideration test is calculated by taking the consideration for the transaction [US$150 million] as a percentage of the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company [353,515,226 shares * £0.99 * US$1.34 = US$469 million]. The result of the consideration test is 32%, which is greater than 25%, so the transaction is classified as a significant transaction.

UKLR 7.3 Significant transactions

Notification of significant transactions

UKLR 7.3.1

(1) A listed company must notify a RIS as soon as possible after the terms of a significant transaction are agreed.

(2) The notification must:

(a) state why the transaction is notifiable under UKLR 7;

(b) contain an overview of the transaction and the company’s reasons for entering into it, which includes the information required by UKLR 7 Annex 2 Part 1 (Information relating to the transaction); and

(c) include any further information the company considers relevant, having regard to the purpose of this chapter set out in UKLR 7.1.2G.

Also, there are two other updates required:

1) First concrete pours - The Unaudited Interim results for the six months ended 31 December 2025 that were announced via RNS on 27 March 2026 stated in the CEO's Review "concrete batching plants are being commissioned for the first concrete pours scheduled for April 2026" and in a later section "The aggregate and concrete batching plants are being commissioned for the first large concrete pours scheduled for March". We are now in the middle of May and Pensana has not told the market if the first concrete pours (described as a "key milestone") have happened yet or are delayed.

2) 7,000 metre infill drill programme at Longonjo - The Unaudited Interim results for the six months ended 31 December 2025 that were announced via RNS on 27 March 2026 stated "Two reverse circulation drilling rigs are expected to be mobilised for drilling activities during the dry season from May to October 2026". It is now 20th of May, so it would be good if Pensana would release an RNS update announcement to tell us if this is still expected to start in May or is delayed.

An RNS announcement with an update that answers these questions is overdue, because "key milestones" (as defined by Pensana's management) have passed and Pensana plc has not informed the market about whether the key milestones have been achieved or not.

A company with a London Stock Exchange listing is subject to a continuous disclosure requirement designed to prevent the creation of a false market in the company's securities. The UK Market Abuse Regulation (UK MAR) requires listed companies to publicly disclose inside information as soon as possible. Issuers must disclose inside information (information that is precise, not public, and would likely significantly affect share prices) directly to the market as soon as possible.

Pensana's RNS announcement on 4 March 2026 stated, "Pensana is pleased to provide an update on the proposed Strategic Investment of US$165 million ("Strategic Investment") in support of the development of the Company's U.S. Mine-to-Magnet strategy, by Cascade Natural Resources Limited ("Cascade")... The Strategic Investment remains subject to long-form documentation and completion which are expected in the coming weeks."

However, it is now 11 weeks since that RNS announcement and there has been no update about the long-form documentation and completion of the part of the Strategic Investment that relates to the sale of 38.2% of Pensana's shares in Sable for US$150m.

At a Pensana shareholder meeting on 9 March 2026, Paul Atherley (Chairman) confirmed that legal documentation from Cascade had been received, the process had formally commenced, and it was simple documentation as it was essentially just a sale of shares in Pensana (for US$15m) and a sale of shares in Sable (for US$150m). So, why is the Sable documentation taking so long?

I think Pensana should release an RNS announcement to update the market on the status of the part of the Strategic Investment that relates to the sale of 38.2% of Pensana's shares in Sable for US$150m.

Is this US$150m part of the deal still happening?

Why hasn't the long-form documentation been agreed and executed yet?

Is there a problem with the long-form documentation and/or completion?

I believe that an update about the part of the Strategic Investment that relates to the sale of 38.2% of Pensana's shares in Sable for US$150m is inside information (because it is information that is precise, not public, and would likely significantly affect share prices) and, therefore, must be disclosed directly to the market via RNS announcement as soon as possible.

It is impossible to have voted against the takeover offer, because the general meeting date has not been announced and the notice of general meeting has not been published yet.

As JoesStocks wrote below, it is only the AGM with routine resolutions that has been announced and the AGM announcement states, "The formal business of the AGM will not deal with any matters pertaining to the offer for the Company by AMG Critical Minerals N.V., details of which were announced on 14 May 2026".

So, a separate GM will be arranged soon.

I looked at the announced terms of the Investment Agreement and it seems that Rio could get an additional 90 days if Rio Tinto advises it needs additional time to consider the exercise of the Rio Tinto’s Option, because:

"The "Investor End Date" means the earlier of (i) 90 days after the Company announces its DFS results or 180 days after the announcement of the DFS if Rio Tinto’s advises it needs additional time to consider the exercise of the Rio Tinto’s Option or (ii) Rio Tinto ceasing to hold voting power in the Company of at least 10%."

Kentan,

I'm sorry to shatter your dreams, but there is no way a bidder is going to pay 30p for a share that is currently trading at 7p. That would be a premium of 23p per share, which represents a premium of 328% over the current share price of 7p.

A bid of 11.25p would be generous for a share that is trading at 7p, because that would represent a premium of 61% over the current share price of 7p.

If Zinnwald is taken over by AMG, the shares owned by Zinnwald shareholders will be purchased by AMG and Zinnwald shareholders will receive cash and AMG shares.

So, assuming the takeover will happen, you have two choices:

1) wait until takeover and you will receive cash and AMG shares; or

2) sell your Zinnwald shares prior to the takeover becoming effective.

If Zinnwald is taken over by AMG, the shares owned by Zinnwald shareholders will be purchased by AMG and Zinnwald shareholders will receive cash and AMG shares.

So, assuming the takeover will happen, you have two choices:

1) wait until takeover and cash and AMG shares; or

2) sell your Zinnwald shares prior to the takeover becoming effective.

Kentan,

AMG's offer values each Zinnwald Lithium Share at approximately 10.0 pence each.

The Offer represents a premium of approximately:

63 per cent. to the Closing Price of 6.15 pence per Zinnwald Lithium Share on the Latest Practicable Date;

68 per cent. to the volume-weighted average price of 5.94 pence of a Zinnwald Lithium Share for the 30-day period up to and including the Latest Practicable Date;

56 per cent. to the volume-weighted average price of 6.39 pence of a Zinnwald Lithium Share for the six-month period up to and including the Latest Practicable Date.

A similar offer with a premium of 63 per cent. to the Closing Price of 6.90 pence per Savannah Share on 15 May 2026 would be 11.25 pence per Savannah Share (not 30p per share).

Today, Pensana updated the list of Top 20 Shareholders on its website to the holdings as at 15 MAY 2026.

There are no major movements to report.

5 of the top 10 have increased their holdings, 3 decreased and 2 stayed the same, and the net movement in the top 10 holdings is a net increase of 308k shares.

In late 2021, Bacanora Lithium (ticker BCN) was acquired by the Chinese mining company Ganfeng Lithium. Ganfeng paid £284.8 million, which valued Bacanora shares at 73.6 pence each. Bacanora shareholders received 67.5 pence per share in cash and 0.23589 Zinnwald shares per Bacanora share (representing a distribution of Bacanora's existing stake in Zinnwald).

StuoftheToon,

The RNS announcement stated, "each Zinnwald Lithium Shareholder (excluding AMG Lithium) will be entitled to receive:

for each Zinnwald Lithium Share:

5.0 pence in cash; and

0.001577 New AMG Shares.

Based on the volume-weighted average price of an AMG Share for the 30-day period up to and including the Latest Practicable Date of €36.60 and the GBP:EUR exchange rate of €1.1545/£1 on 13 May 2026 (being the Latest Practicable Date), the Offer values each Zinnwald Lithium Share at approximately 10.0 pence each".

So, the number of AMG Shares you will receive is fixed by the above fraction, but the value of the New AMG Shares will continue to vary with (1) the share price of AMG Critical Materials NV; and (2) the GBP:EUR exchange rate.

Based on the volume-weighted average price of an AMG Share as at the close on Friday 15 May 2026 of €38.88 and the current GBP:EUR exchange rate of €1.146/£1, the Offer values each Zinnwald Lithium Share at approximately 10.35 pence each (being 5.0 pence in cash and 0.001577 New AMG Shares, which are currently valued at 5.35 pence each).

I agree that, given AMG owns just under 30% of ZNWD, a competitive bid is unlikely, but it is possible. And, the result could be that AMG increases its bid in order to trump the competing bid and encourage shareholders to vote in favour of its bid.

Ripley94,

You wrote, "Zinnwald has now accepted AMG Lithium's offer", but it is not a done deal yet, because:

1) shareholders have to vote on it; and

2) a competitive bidder could emerge and make a higher offer.

The RNS announcement makes only a recommendation to shareholders:

"the Independent Directors intend to unanimously recommend that Zinnwald Lithium Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer)"

Also ticker code AMG.AS is used in other places

AMG Critical Materials N.V. is not traded on AIM or on LSE main market. The shares are primarily listed on the Euronext Amsterdam trading with ticker code AMG.AM

I was originally a Bacanora shareholder and acquired ZNWD shares via the takeover and topped up several times afterwards. I think this is a fair offer and I will be pleased to take the shares and AMG shares and reinvest elsewhere, because it has been a large and under-performing part of my portfolio for many years.

"The Offer represents a premium of approximately:

63 per cent. to the Closing Price of 6.15 pence per Zinnwald Lithium Share on the Latest Practicable Date;

68 per cent. to the volume-weighted average price of 5.94 pence of a Zinnwald Lithium Share for the 30-day period up to and including the Latest Practicable Date;

56 per cent. to the volume-weighted average price of 6.39 pence of a Zinnwald Lithium Share for the six-month period up to and including the Latest Practicable Date; and

100 per cent. to the Subscription and Placing price as at 17 June 2025 of 5.0 pence per share."

Pensana's RNS announcement on 4 March 2026 stated, "Pensana is pleased to provide an update on the proposed Strategic Investment of US$165 million ("Strategic Investment") in support of the development of the Company's U.S. Mine-to-Magnet strategy, by Cascade Natural Resources Limited ("Cascade")... The Strategic Investment remains subject to long-form documentation and completion which are expected in the coming weeks."

However, it is now 10 weeks since that RNS announcement and there has been no update about the long-form documentation and completion of the part of the Strategic Investment that relates to the sale of 38.2% of Pensana's shares in Sable for US$150m.

At the Pensana shareholder meeting on 9 March 2026, Paul Atherley confirmed that legal documentation from Cascade had been received, the process had formally commenced, and it was simple documentation as it was essentially just a sale of shares in Pensana (for US$15m) and a sale of shares in Sable (for US$150m). So, why is the Sable documentation taking so long?

I think Pensana should release an RNS announcement to update the market on the status of the part of the Strategic Investment that relates to the sale of 38.2% of Pensana's shares in Sable for US$150m.

Is this US$150m part of the deal still happening?

Why hasn't the long-form documentation been agreed and executed yet?

Is there a problem with the long-form documentation and/or completion?

And, while I'm at it, there are two other updates required:

1) First concrete pours - The Unaudited Interim results for the six months ended 31 December 2025 that were announced via RNS on 27 March 2026 stated in the CEO's Review "concrete batching plants are being commissioned for the first concrete pours scheduled for April 2026" and in a later section "The aggregate and concrete batching plants are being commissioned for the first large concrete pours scheduled for March". We are now in the middle of May and Pensana has not told the market if the first concrete pours (described as a "key milestone") have happened yet or are delayed.

2) 7,000 metre infill drill programme at Longonjo - The Unaudited Interim results for the six months ended 31 December 2025 that were announced via RNS on 27 March 2026 stated "Two reverse circulation drilling rigs are expected to be mobilised for drilling activities during the dry season from May to October 2026". We are now in the middle of May, so it would be good if Pensana would release an RNS update announcement to tell us if this is still on schedule to start in May or is delayed.

An RNS announcement with an update that answers these questions is due.

Twohits,

My knowledge is not reliant on AI.

Previously, I quoted from the DTR, but I would expect even ignorant people (like you) to, at least, check with Google AI (or an alternative), so I posted the Google Q&A to illustrate that.