Member Info for OscarGolf

Logical reasons for the failure of Cascade's owners to submit a TR-1 form to notify Pensana and the FCA of its shareholding could include the following:

1) The two large funds that own Cascade (per Paul Atherley) are not an experienced shareholders in UK-listed companies and, therefore, are unaware of DTR 5 and the requirement to disclose the shareholding to the Issuer (i.e. Pensana) and to the FCA.

2) The two large funds that own Cascade (per Paul Atherley) are experienced shareholders in UK-listed companies, but have decided not to comply with DTR 5 and the requirement to disclose the shareholding for some reason, such as they wish to remain anonymous and did not want to submit a holding notification that disclosed the full name of the person or entity that controls the voting rights of the Pensana shares that are held by Cascade.

Pwlx,

I will decide if there is more discussion to be had on the matter.

I have been dealing with TR-1 forms for over 20 years, so I know more about them and the rules governing them than probably anyone else on this forum.

You are incorrect and, in order to educate you, I will explain why.

M&G plc does not have any shareholders who control it, because its shares are admitted to trading on a UK regulated market and are, therefore, distributed among a large, diverse group of investors, rather than concentrated in a few hands. It is the same for Blackrock. That is why Section 3 of the TR-1 form submitted by M&G plc contains the name "M&G plc" in section 3.

However, Paul Atherley told the shareholder meeting on 9 March 2026, that Cascade Natural Resources Limited is owned by two large funds. Therefore, the shares of Cascade Natural Resources Limited are not distributed among a large, diverse group of investors. They are owned by two large funds, and are, therefore, controlled by one or both of the two large funds (depending upon how the shareholdings are split between the two large funds).

Therefore, a TR-1 form should be submitted and section 3 of the TR-1 form must contain the full name of the person or entity that controls the voting rights of the Pensana shares that are held by Cascade.

It is poor that neither Pensana nor Cascade has told us the identity of the beneficial owners of Cascade, especially given that (a) Pensana is selling 38.2% of Longonjo to Cascade for only US$150m (i.e. a significant share of the project for a low price) and Pensana restructured the deal from selling new shares to Pensana to selling shares in Sable (thereby avoiding a special resolution that would have required at least 75% of shareholders to vote in favour), and (b) there is a DTR 5 requirement for a TR-1 form to be submitted to Pensana and the FCA.

Other Pensana shareholders (like me and those on this forum) are being treated like they don't need to know who is purchasing 38.2% of Longonjo from Pensana and that is wrong. I will continue to apply pressure until this information is in the public domain.

Section 3 of the TR-1 form must contain the full name of the person or entity that controls the voting rights. That means the beneficial owner(s) of Cascade.

Bluerill,

Another RNS is required, because:

(a) DTR 5.8.2 states the specified information (not all of which was in the RNS dated 17 April 2026 - such as the identity of the beneficial holders of Cascade) is required; and

(b) the reason that the DTR 5 disclosure notification requirements exist is to prevent someone from buying or selling a stake over 3% in issuers (e.g. Pensana) in secret. We don't know whether the beneficial owners of Cascade already own shares in Pensana that were purchased in the market and this DTR 5 disclosure notification requirement is designed to tell us how many shares in Pensana that the beneficial owners of Cascade owns, including the 13,992,537 shares (representing 3.96% of issued shares) that were issued on 27 April 2026.

For example, on 16 December 2025, Pensana announced via RNS that "the Company has concluded a further subscription agreement with long-term major shareholder M&G Investment Management for the placing of 6,250,000 New Ordinary Shares ... at £0.80 per share for a total consideration of £5,000,000. Accordingly, application has been made for the 6,250,000 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 19 December 2025".

In this case, the RNS outlining the £5m investment by M&G was not sufficient and, on 23 December 2025, M&G sent the TR-1 notification to Pensana. And, on the same day, Pensana released that TR-1 notification via RNS.

Yes, Cascade filed a Change of Beneficial Owners with the Guernsey Registry on 21/04/2026.

Since Cascade owns more than 3% of Pensana, the market should have been told who controls the voting rights (i.e. the identity of the beneficial owners of Cascade), but Cascade has breached DTR 5 by not filing a TR-1 notification form with Pensana and the FCA by the end of Wednesday 29 April 2026.

It is poor that neither Pensana nor Cascade has told us the identity of the beneficial owners of Cascade, especially given that (a) Pensana is selling 38.2% of Longonjo to Cascade for only US$150m (i.e. a significant share of the project for a low price) and Pensana restructured the deal from selling new shares to Pensana to selling shares in Sable (thereby avoiding a special resolution that would have required at least 75% of shareholders to vote in favour), and (b) there is a DTR 5 requirement to do so.

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.

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$1.36 = US$476 million]. The result is 31.5%, 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.

Hogsnipe,

https://portal.guernseyregistry.com/e-commerce/company/1233512

The Guernsey Registry lists the officials of Cascade Natural Resources Limited as follows:

Mr. Lloyd Pengilly

Relationship Director

Effective From 27/01/2026

Mr Ian Charles Domaille

Relationship Director

Effective From 27/01/2026

Artemis Trustees Limited

Relationship Resident Agent

Effective From 27/01/2026

But, at the Pensana shareholder meeting held on 9 March 2026, Paul Atherley said that Cascade was owned by two large US funds. Surely, Paul Atherley wouldn't say that if Cascade was owned by Qatar Investment Authority, Nat Rothchild, Kulczyk Family, would he?

I'm not on it. How does one get on it?

SaltendBob,

Good find!

How did you find out that Cascade Natural Resources Limited (with Lloyd Pengilly as a director) is registered in Guernsey?

I think Ian Domaille is just a local Guernsey director for compliance/governance purposes, because the Artemis Trustees Limited website states the following:

"Ian Charles Domaille is a Director and founding shareholder of Artemis Trustees Limited. Prior to co-founding Artemis, he was a partner at a mid-sized firm of Chartered Accountants. Ian brings over 30 years of experience in the financial services industry, with his career firmly based in Guernsey.

He is a Chartered Accountant and a member of both the Institute of Chartered Accountants in England and Wales (ICAEW) and the Society of Trust and Estate Practitioners (STEP). Ian advises a global clientele of high-net-worth individuals, supporting them with strategic planning across a diverse range of asset classes. He works in close collaboration with major law firms, accountancy practices, financial institutions, and niche service providers, leveraging his extensive network to help clients implement bespoke, effective solutions.

Ian has long-standing experience serving on the boards of regulated investment funds, particularly within the hedge fund sector. He currently holds a directorship with an AIM-listed company, and sits on the Financial Advisory Committee of a major intergovernmental organisation. He has also previously served on the boards of several listed entities with his current directorships including companies in the natural resources, financial services, and real estate sectors. "

Pensana's RNS accouncement 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 over two months since that RNS announcement and there has been no news about the long-form documentation and completion of the part of the Strategic Investment that relates to US$150m for 38.2% of Sable.

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 US$150m for 38.2% of Sable.

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

Pensana has updated the Top 20 Shareholders table on its website today.

As at 31 March 2026, VIDACOS NOMINEES LIMITED held 48,073,477 shares (representing 14.16% of the issued shares).

As at 30 April 2026, VIDACOS NOMINEES LIMITED held 62,512,820 shares (representing 17.68% of the issued shares).

This represents an increase of 14,439,343 shares during April 2026. This includes the 13,992,537 shares that were issued to Cascade Natural Resources Limited on 27 April 2026.

Pwlx,

Another RNS is required, because:

(a) DTR 5.8.2 states the specified information (not all of which was in the RNS) is required; and

(b) the reason that the DTR 5 disclosure notification requirements exist is to prevent someone from buying or selling a stake over 3% in issuers (e.g. Pensana) in secret. We don't know whether Cascade already owns shares in Pensana that it purchased in the market and this DTR 5 disclosure notification requirement is designed to tell us how many shares in Pensana that Cascade owns, including the 13,992,537 shares (representing 3.96% of issued shares) that were issued on 27 April 2026.

For example, on 16 December 2025, Pensana announced via RNS that "the Company has concluded a further subscription agreement with long-term major shareholder M&G Investment Management for the placing of 6,250,000 New Ordinary Shares ... at £0.80 per share for a total consideration of £5,000,000. Accordingly, application has been made for the 6,250,000 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 19 December 2025".

In this case, the RNS outlining the £5m investment by M&G was not sufficient and, on 23 December 2025, M&G sent the TR-1 notification to Pensana. And, on the same day (note that Pensana didn't delay releasing it until the next trading day), Pensana released that TR-1 notification via RNS.

And, an issuer [i.e. Pensana plc] must, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification [i.e. release an RNS announcement with the details on the TR-1 notification form].

Since Pensana didn't release an RNS announcement with the details on the TR-1 notification form before the end of Thursday 30 April 2026, we can assume that Cascade didn't notify the issuer (i.e. Pensana plc) of its total shareholding before the close of business on Wednesday 29 April 2026.

SmartPunter,

Under the FCA's Disclosure Guidance and Transparency Rules (DTR 5), a person who acquires or disposes of shares in a UK issuer (e.g. Pensana Plc) and crosses the 3% threshold—or any 1% threshold above that—must notify the company within two trading days.

Since the shares were issued on Monday 27 April 2026, the notification should have been received by the issuer (i.e. Pensana plc) and the FCA no later than the close of business on Wednesday 29 April 2026.

The notification deadline has passed and Cascade Natural Resources Limited has failed to comply with DTR 5 by notifying the issuer (i.e. Pensana plc) and the FCA of its total shareholding before the close of business on Wednesday 29 April 2026.

Chinasyndrome,

Maybe you will understand better if I change the formatting of what I wrote below slightly, as follows:

Another RNS is required, because:

(a) DTR 5.8.2 states the specified information (not all of which was in the RNS) is required; and

(b) the reason that the DTR 5 disclosure notification requirements exist is to prevent someone from buying or selling a stake in issuers (e.g. Pensana) in secret.

If that is not clear to you, then I give up with you.

Another way to describe why DTR 5 regarding shareholding notifications exist is to ensure market transparency and integrity by allowing investors and issuers to accurately track voting rights. The shareholding notifications enable market participants to identify who controls or has influence over companies listed on UK markets. A shareholder can't build a 25% stake in a company without having to notify the company (which then has to notify the market via RNS) every time their shareholding crosses above or below a percentage point over 3%.

FloatingBye,

No Pensana RNS references the ‘Oman SWF’ providing the finance. That is misinformation posted by Chinasyndrome.

Chinasyndrome,

You asked me a question and I helpfully answered your question in an attempt to educate you, but you are rude and ungrateful. You called me a liar and a troll, but I am neither. I am a very experienced investor and am here to hopefully see the success of Pensana.

You clearly can't understand English very well, because I wrote "(a) DTR 5.8.2 states the specified information (not all of which was in the RNS) is required". I didn't write that DTR 5.8.2 states "(b) the reason that the DTR 5 disclosure notification requirements exist is to prevent someone from buying or selling a stake in issuers (e.g. Pensana) in secret." That last part is my words (not AI slop) to try to inform you about why DTR 5 exists.