Member Info for OscarGolf

Chinasyndrome,

You asked, "where does it state that a Company has to publish an RNS detailing the actual TR1 to the Market?"

DTR 5.8.12 (1) states, "An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, 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."

Also, you wrote, "I cannot see any pertinent reason why another RNS is required."

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. 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 in addition to the 13,992,537 shares (representing 3.96% of issued shares) that were issued on 27 April.

The RNS outlining the $15m investment is not sufficient, because DTR 5.8.2 states the following information (not all of which was in the RNS) is required:

"(1) A notification required of voting rights arising from the holding of financial instruments must include the following information:

(a) the resulting situation in terms of voting rights;

(b) if applicable, the chain of controlled undertakings through which financial instruments are effectively held;

(c) the date on which the threshold was reached or crossed;

(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable

(e) date of maturity or expiration of the instrument;

(f) identity of the holder; and

(g) name of the underlying issuer.

(2) The notification must be made to the issuer of each of the underlying shares to which the financial instrument relates and, in the case of shares admitted to trading on a regulated market, to the FCA."

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.

Cascade's website states, "Cascade Natural Resources was founded by experienced managers to build a global portfolio of rare earth mining assets. The platform takes selective participations in rare earth projects worldwide, guided by a long-term investment approach and deep sector expertise."

This suggests that Cascade's managers might have previously invested in shares in listed companies with requirements to disclose shareholdings.

Experienced investors (e.g. M&G) file these TR-1 notifications like clockwork, because their internal systems monitor the shareholding percentage of total issued shares and this triggers the TR-1 notification.

MAA86,

Logical reasons for the missed deadline to notify the shareholding could include the following:

1) Cascade is not an experienced shareholder in UK-listed companies and, therefore, is unaware of DTR 5 and the requirement to disclose its shareholding

2) Cascade is an experienced shareholder in UK-listed companies, but has decided not to comply with DTR 5 and the requirement to disclose its shareholding for some reason, such as Cascade wishes to remain anonymous and did not want to submit a holding notification that disclosed the city and country of its registered office

SunDrum,

You wrote, "non UK registered businesses have 4 days, not 2 days. And given Cascade Natural Resources doesn't exist at Companies House it is fair to assume they are not registered in the UK. So, it turns out Pensana have until the end of trading day on Tuesday to release a TR1." but, again, this is incorrect information that you are posting here.

You are confusing the issuer (Pensana plc) with the shareholder (Cascade).

DTR 5.8.12 states the following:

"(1) An issuer [i.e. Pensana plc] not falling within (2) must, in relation to shares admitted to trading on a regulated market, 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.

(2) A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification, as soon as possible and in any event by not later than the end of the third trading day following receipt of the notification, make public all of the information contained in the notification."

Please note that Pensana plc is an issuer with its registered office in the UK (at 107 Cheapside, Second Floor, London, England, EC2V 6DN) and, therefore, 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, Pensana must make public all of the information contained in the notification.

Since the shares were issued to Cascade 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 no later than the close of business on Wednesday 29 April 2026.

SunDrum,

I didn't use AI.

I wrote, "The issuer (Pensana) then has to inform the market without delay, which means on the same day if possible."

This means the same as the precise wording per the DTR, or are you too stupid to recognise that?

You wrote, "The issuer (Pensana) then has to inform the market the next trading day", which implies that Pensana should have informed the market about M&G's holding on 29 April (the next trading day), but Pensana correctly released the RNS announcement without delay (i.e. as soon as possible) on 28 April (i.e. on the same day).

SunDrum,

You wrote, "The issuer (Pensana) then has to inform the market the next trading day", but this is incorrect.

The issuer (Pensana) then has to inform the market without delay, which means on the same day if possible (not the next trading day).

For example, M&G notified Pensana of its holding on 28 April (see section 6 on the form in the RNS) and Pensana announced it by RNS at 16:59 on the same day.

The implications are:

1) Cascade has breached DTR 5 and the FCA could take action against Cascade

2) Other market participants don't know how many Pensana shares are held by Cascade (is it only the 13,992,537 shares issued on 27/04/26 representing 3.96% of issued shares, or has Cascade purchased other shares?)

3) The lack of notification by Cascade means that we still don't know the city and country of Cascade's registered office

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 within two trading days.

SunDrum,

1) what is the number of shareholder register updates in your spreadsheet?

2) what is the number of days in the period spanning those updates?

SunDrum,

Can you provide evidence to support your statement that "Pensana update the shareholder info, on average, every 12 days"?

Hogsnipe,

Yes, I have noticed that the register of Shareholder Information on the Pensana website site has not been updated since 31 March 2026, but that is not unusual. It is typical for companies to update the significant shareholder table periodically (e.g. monthly or less frequently).

I share your belief that State Street Nominees Limited is the holding account for M&G's PRE shares, but note that State Street Nominees Limited is the holding account for many other clients (not only M&G) and therefore will include Pensana shares owned by other clients (not only the shares owned by M&G).

Yes, I know how such a large divergence could have arisen. On 16 December 2025, Pensana announced 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." That explains 92% of your divergence.

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.

Latest Day and Time to Notify:

Day: The end of the second trading day following the date of the transaction.

Time: While DTR 5 generally dictates "by the end of," regulatory practice requires that this be done as soon as possible, with the standard TR-1 form often filed within business hours to allow the issuer to announce it via RNS.

Key Considerations:

Trigger Day (Day 0): The day the transaction occurs (e.g., Monday).

Deadline (Day 2): Two trading days later (e.g., Wednesday).

FCA Submission: The notification must be sent to the issuer (i.e. Pensana plc) and the FCA.

Since the shares were issued on Monday 27 April 2026, the notification must be received by Pensana and the FCA no later than the close of business on Wednesday 29 April 2026.

Owing to the issue of the 13,992,537 shares on 27 April 2026, M&G's shareholding decreased below the 10% threshold and M&G complied with DTR 5 by notifying Pensana today.

Hopefully, Cascade Natural Resources Limited will comply with DTR5 by notifying the FCA and Pensana of its total shareholding before tomorrow's deadline. Let's see...

M&G's previous holdings notification (announced via RNS by Pensana on 23 December 2025) stated that they owned 34,347,238 shares on 19 December 2025.

Therefore, M&G has sold 347,238 shares (1.0% of the shareholding) since 19 December 2025.

The 13,992,537 Pensana shares were admitted to trading today. See the link to the announcement:

https://www.londonstockexchange.com/news-article/market-news/admission-to-trading-27-04-2026/17564642

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.

So, if the 13,992,537 shares are admitted to trading and issued to Cascade as planned on 27 April 2026, Cascade will have two trading days to notify Pensana Plc and the FCA of the total number of Pensana shares that they hold (including any Pensana shares purchased in the market). And the notification (which Pensana should then publish via RNS announcement) should show the city and country of Cascade's registered office.

Binding off-take contracts don't have to fix at today's prices. They could use a variable price (e.g. spot price at the time of delivery), with or without a floor price, where Pensana would be protected from the downside but still benefit from the upside of increasing prices.

Since the project must have signed off-take contracts in order to get the EXIM guarantee and therefore the US$160m ABSA debt, it makes sense for Pensana to get signed off-take contracts (without fixing the price at today's prices) in place soon. Otherwise, Pensana will not be fully funded and the market will continue to discount the value of the company for the funding risk.

Pensana's RNS announcement on 28 October 2025 stated, "Pensana Plc is pleased to announce it is in advanced engagement with the Export-Import Bank of the United States (“EXIM”) to accelerate the Company's mine-to-magnet supply chain in the United States of America (“U.S.”), supported by a Letter of Interest (“LOI”) to participate up to 100% in the US$160 million debt funding of the Longonjo Rare Earth Mine (“Longonjo”).

This announcement follows the recent signing of a Memorandum of Understanding (“MOU”) with Vacuumschmelze GmbH & Co. KG (“VAC”), which includes a proposed offtake of products from Longonjo to support the production by eVAC, VAC’s recently commissioned Magnetics facility in Sumter, South Carolina.

The establishment of a mine-to-magnet Supply Chain in the U.S. qualifies Longonjo for funding predicated upon the sale of rare earth products directly into the U.S. as required under EXIM's Supply Chain Resiliency Initiative (“SCRI”)."

According to EXIM, "The project must have signed off-take contracts that will result in the critical minerals and rare earth elements output being utilized in the United States, for products that are manufactured in the United States".

You can read more about EXIM’s Supply Chain Resiliency Initiative here:

https://www.exim.gov/about/special-initiatives/supply-chain-resiliency-initiative

It would be good if Pensana could get these off-take contracts signed soon, so that Pensana could then try to get the EXIM guarantee of the US$160m ABSA debt.

Pensana's key next steps are:

1) execute agreement to sell 38.2% of Sable to Cascade for US$150m (and receive approximately half of the required US$325m funding)

2) sign off-take contracts with US magnet manufacturers (e.g. eVAC, ReElement)

3) execute US$160m ABSA debt agreement (subject to getting US EXIM guarantee)

4) obtain US EXIM guarantee (to enable drawdown of US$160m ABSA debt, which is the remaining half of the required US$325m funding)

Https://www.pengilly-house.com/

Tbow112,

It is odd that you think that is odd logic.

I think that Pensana has been out looking for US$325m from funders to fund "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".

However, you think that Pensana was not actively looking for the US$325m funding that it needs and instead Pensana was passively waiting for funders desperate to part with their cash to invest in a mine in Angola to come knocking on Pensana's door. That is odd logic!