Member Info for OscarGolf

Currently, Pensana plc owns 100% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana owns 68.4% of Ozango/Longonjo.

If Cascade purchases 38.2% of Sable, then Pensana plc will own 61.8% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana will own 42.27% (i.e. 61.8% x 68.4% = 42.27%) of Ozango/Longonjo.

Since Cascade is paying US$150m for its 38.2% direct interest in Ozango/Longonjo, this implies a current valuation of US$393m for 100% of Ozango/Longonjo (because US$150m/38.2%=US$393m).

Since Cascade is paying US$150m for its 26.13% indirect interest in Ozango/Longonjo, this implies a current valuation of US$574m for 100% of Ozango/Longonjo (because US$150m/26.13%=US$574m). But, this only holds true if 100% of the US$150m flows down from Sable into Ozango, and this might not be the case.

And, if 100% of the US$150m flows down from Sable into Ozango, it implies a current valuation of US$243m (approx. £180m) for Pensana's 42.27% indirect interest in Ozango/Longonjo (because US$574m*42.27%=US$243m).

This is much lower than Pensana's current market cap of £323m, which means that the market is valuing Pensana's 42.27% indirect interest in Ozango/Longonjo much higher than the value implied by Pensana's sale to Cascade. But, this is no surprise, because we know that Pensana is selling its interest in Longonjo very cheaply to Cascade, because Pensana has to give away a lot of value to Cascade in order to compensate Cascade for providing US$165m of equity funding and taking away approximately half of the funding risk of the project (because US$160m debt funding still has to be secured).

Post-deal, the look-through ownership of Ozango/Longonjo will be as follows:

42.27% Pensana plc

26.13% Cascade

15.60% FSDEA via ASF Yova Mining

16.00% other (inc. Angolan government)

100% total

However, Pensana has stated that it expects Sable's interest in Ozango to increase from 68.4% to around 75% as part of the US$150m investment, but Pensana (a) is unsure by exactly how much the percentage interest will increase (Pensana says it is "subject to final confirmation") and (b) has not explained the mechanism by which the percentage interest will increase.

If Sable's interest in Ozango increases from 68.4% to around 75% as part of the US$150m investment, post-deal, Pensana's look-through ownership of Ozango/Longonjo would be 46.35% (i.e. 61.8% * 75% = 46.35%) and Cascade's look-through ownership of Ozango/Longonjo would be 28.65% (i.e. 38.2% * 75% = 28.65%).

I expect Pensana's share price to increase significantly when (1) the agreement to sell 38.2% of Sable to Cascade for US$150m is announced via RNS as executed (because half of the funding risk will have been removed), and (2) when Pensana secures the US$160m debt finance (because the other half of the funding risk will have been removed).

Mumbles2021,

In your post below, you wrote, "Sable’s interest rises from 68.4% to approximately 70.9%".

Please would you share your calculation of 70.9%?

Today's RNS announcement states, "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" and "Following this issue, the Company's issued share capital will consist of 353,515,226 Ordinary Shares".

However, ignoring the MILLION (obvious error), 13,992,537 / 353,515,226 = 3.96% (not 3.8%).

Pensana should check its RNS announcements more carefully before publishing them.

MR.Spacetomato,

Pensana has not announced that the US$150m investment by Cascade for 38.2% of Sable has been executed/completed yet (never mind cash received). On 4 March 2026, the RNS announcement stated "Cascade intends to advance ... Investment of US$150 million ... for a 38.2% interest in Sable" and today's RNS announcement is silent on whether that US$150 million investment has been agreed/completed/executed. Therefore, it appears to still be an intention for the parties to agree upon.

And the US$160 million ABSA debt is still only a proposal. Today's RNS announcement states, "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".

However, let's hope the intentions and proposals come to fruition.

I suggest you read the announcements more carefully.

Dustfilter,

Currently, Pensana plc owns 100% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana owns 68.4% of Ozango/Longonjo.

If Cascade purchases 38.2% of Sable, then Pensana plc will own 61.8% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana will own 42.27% (i.e. 61.8% x 68.4%) of Ozango/Longonjo.

Since Cascade is paying US$150m for its 26.13% indirect interest in Ozango/Longonjo, this implies a current valuation of US$574m for 100% of Ozango/Longonjo. This is a lot lower than your estimate of US$1billion.

And, it implies a current valuation of US$243m (approx. £180m) for Pensana's 42.27% indirect interest in Ozango/Longonjo. This is much lower than Pensana's current market cap of £328m, which means that the market is valuing Pensana's 42.27% indirect interest in Ozango/Longonjo much higher than the value implied by Pensana's sale to Cascade.

Post-deal, the look-through ownership of Ozango/Longonjo will be as follows:

42.27% Pensana plc

26.13% Cascade

15.60% FSDEA via ASF Yova Mining

16.00% other (inc. Angolan government)

100% total

However, Pensana has stated that it expects Sable's interest in Ozango to increase from 64.8% to around 75% as part of the US$150m investment, but Pensana (a) is unsure by exactly how much the percentage interest will increase (Pensana says it is "subject to final confirmation") and (b) has not explained the mechanism by which the percentage interest will increase.

If Sable's interest in Ozango increases from 64.8% to around 75% as part of the US$150m investment, post-deal, Pensana's look-through ownership of Ozango/Longonjo would be 46.35% (i.e. 61.8% * 75% = 46.35%).

Currently, it is not fully funded.

Fully funded (per Pensana) is as follows:

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

US$150 million into Sable for a 38.2% interest in Sable (not happened yet)

US$160 million ABSA debt (with US EXIM guarantee) (not happened yet)

US$325 million fully funded

So, currently, Pensana is only partially funded, because it has secured only US$15 million (4.6%) of the US$325 million fully funded total.

But, hopefully, Pensana will secure the remaining funding soon.

SmartPunter

You asked, "What is the name and address of the company?".

Name: Cascade Natural Resources Limited

Address: somewhere (not published yet) in the USA

Website: https://cascadenaturalresources.com/

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 nearly six weeks since that RNS announcement and there has been no news about the long-form documentation and completion of the Strategic Investment.

I think Pensana should release an RNS announcement to update the market on the status of the Strategic Investment. Do others agree?

Mumbles2021,

Why are you adding US$50 million to the current valuation of US$243m (£183m) for Pensana's 42.27% indirect interest in Ozango/Longonjo?

The US$11 million drilling program (and a risked estimate of the outcome of the drilling program) and the Dy/Tb recovery plants are already known and included in the current share price/market cap and in the deal to sell to Cascade.

So, the US$50 million value that you estimated should not be added to the current value of Pensana's interest in Longonjo.

Cascade is paying US$150 million for 38.2% of Sable. Since Cascade will own 38.2% of Sable, Cascade will also own 26.13% (possibly increasing to 38.2% * 75% = 28.65%) of Ozango/Longonjo. Therefore, Cascade will also own 26.13% (possibly increasing to 38.2% * 75% = 28.65%) of the US$11 million drilling program and the Dy/Tb recovery plants. These are already included in the US$150 million that Cascade is paying for 38.2% of Sable. So, the US$150 million implies a current valuation of US$574m (approx. £432m) for 100% of Ozango/Longonjo. And, it implies a current valuation of US$243m (£183m) for Pensana's 42.27% indirect interest in Ozango/Longonjo. There is no need to add any additional value for the US$11 million drilling program and the Dy/Tb recovery plants.

Scott309,

Currently, Pensana plc owns 100% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana owns 68.4% of Ozango/Longonjo.

If Cascade purchases 38.2% of Sable, then Pensana plc will own 61.8% of Sable and Sable owns 68.4% of Ozango/Longonjo, so Pensana will own 42.27% (i.e. 61.8% x 68.4%) of Ozango/Longonjo.

Since Cascade is paying US$150m for its 26.13% indirect interest in Ozango/Longonjo, this implies a current valuation of US$574m (approx. £432m) for 100% of Ozango/Longonjo. And, it implies a current valuation of US$243m (£183m) for Pensana's 42.27% indirect interest in Ozango/Longonjo. This is much lower than Pensana's current market cap of £308m, which means that the market is valuing Pensana's 42.27% indirect interest in Ozango/Longonjo much higher than the value implied by Pensana's sale to Cascade.

Post-deal, the look-through ownership of Ozango/Longonjo will be as follows:

42.27% Pensana plc

26.13% Cascade

15.60% FSDEA via ASF Yova Mining

16.00% other (inc. Angolan government)

100% total

However, Pensana has stated that it expects Sable's interest in Ozango to increase from 64.8% to around 75% as part of the US$150m investment, but Pensana (a) is unsure by exactly how much the percentage interest will increase (Pensana says it is "subject to final confirmation") and (b) has not explained the mechanism by which the percentage interest will increase.

Tbow112, can you provide any examples of "other institutions which can offer an important quid pro quo in return for investment"?

Tbow112, why will you "be disappointed if it turns out that Cascade is owned by two non-governmental US investment funds"?

Orion Resource Partners is a global alternative investment firm specializing in metals and minerals, founded by CEO Oskar Lewnowski. It focuses on securing critical mineral supply chains, managing over $9 billion in capital as of early 2026, and leading the $1.8 billion Orion Critical Mineral Consortium to bolster U.S. economic security.

Key Aspects of Orion Resource Partners:

Specialization: Provides investment solutions (mining finance, private equity) across the metals and materials spectrum.

Key Personnel: Founded by Oskar Lewnowski, a prominent figure in private capital for mining.

Orion Critical Mineral Consortium (OCMC): A $1.8B+ initiative with the U.S. DFC and ADQ to secure critical minerals.

Recent Initiatives:

2026: Entered a MOU to acquire a 40% stake in Glencore's DRC assets (Mutanda and KCC).

2026: Partnered with SNB Capital to support Saudi Arabia's mining sector.

2025: Announced a strategic investment in Lithium Americas for the Thacker Pass project.

Structure: Operates as a global firm with offices including New York and London.

In its RNS announcement on 4 March 2026, Pensana plc disclosed the information required by UKLR 7 Annex 2, including the name of the other party to the transaction, Cascade Natural Resources Limited.

However, I think it is the intention of Pensana's management to also disclose the shareholders of Cascade Natural Resources Limited (i.e. the names of the two US-based funds) if and when the transaction has been executed. So, I suggest you just wait a short time for the transaction to be executed and announced via RNS.

SunDrum,

Most US states allow the use of “limited” or “ltd.” to indicate a corporation.

It is easier to list the ones that don’t. You can NOT use “limited” or “ltd” in these states:

Alabama

Florida

Kentucky

New Jersey - Allows “Ltd” but not “Limited”

Ohio

Puerto Rico

Tennessee - new corporations cannot use “limited” or “ltd,” but existing ones still can.

Utah

SunDrum,

Here is the list of US states that allow use of “limited” or an abbreviation thereof to mean a corporation:

Alaska - corporation, company, incorporated, limited

Arizona - association, company, corporation, incorporated, limited

Arkansas - corporation, company, incorporated, limited

California - corporation, incorporated, limited

Colorado - corporation, company, incorporated, limited

Connecticut - corporation, company, incorporated, societa per azioni, limited

Delaware - association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, limited

District of Columbia - corporation, company, incorporated, limited

Georgia - corporation, company, incorporated, limited

Guam - corporation, company, incorporated, limited

Hawaii - corporation, incorporated, limited

Idaho - corporation, company, incorporated, limited

Illinois - corporation, company, incorporated, limited

Indiana - corporation, company, incorporated, limited

Iowa - corporation, company, incorporated, limited

Kansas - corporation, company, incorporated, limited

Louisiana - corporation, company, incorporated, limited

Maine - corporation, company, incorporated, limited

Maryland - corporation, company, incorporated, limited

Massachusetts - any name which, in the judgment of the secretary, indicates that it is a corporation

Michigan - corporation, company, incorporated, limited

Minnesota - corporation, company, incorporated, limited

Mississippi - corporation, company, incorporated, limited

Missouri - corporation, company, incorporated, limited

Montana - corporation, company, incorporated, limited

Nebraska - corporation, company, incorporated, limited

Nevada - corporation, company, incorporated, limited

New Hampshire - corporation, incorporated, limited

New Jersey - corporation, company, incorporated, ltd

New Mexico - corporation, company, incorporated, limited

New York - corporation, incorporated, limited

North Carolina - corporation, company, incorporated, limited

North Dakota - corporation, company, incorporated, limited

Oklahoma - association, corporation, company, club, foundation, fund, institute, society, union, syndicate, incorporated, limited

Oregon - corporation, incorporated, limited

Pennsylvania - association, corporation, company, fund, syndicate, incorporated, limited

Rhode Island - corporation, company, incorporated, limited

South Carolina - corporation, company, incorporated, limited

South Dakota - corporation, company, incorporated, limited

Texas - corporation, company, incorporated, limited

U.S. Virgin Islands - name shall be such as to indicate that it is a corporation as distinguished from a natural person or partnership.

Vermont - corporation, company, incorporated, limited

Virginia - corporation, company, incorporated, limited

West Virginia - corporation, company, incorporated, limited

Wisconsin - corporation, company, incorporated, limited

Wyoming - corporation, company, i

ChinaSyndrome,

You wrote:

"1) There is no need for prior disclosure or SH approval as Cascade is now putting their money into Sable, a foreign company not under FCA jurisdiction.

2) Even if there was, the company will have four months under DTR4, to include it in its financial reports, after the transaction is completed."

This is complete nonsense, because:

1) Pensana is selling 38.2% of its shares in Sable to Cascade. So, Cascade's money is going into Pensana (not Sable). And, Cascade will own 38.2% of Sable. Pensana is selling and is under FCA jurisdiction.

2) Pensana will nothave four months under DTR4, to include it in its financial reports, after the transaction is completed, because UKLR 7.3.1 states that a listed company must notify a RIS as soon as possible after the terms of a significant transaction are agreed.

In its RNS announcement on 4 March 2026, Pensana plc disclosed the information required by UKLR 7 Annex 2, including the name of the other party to the transaction, Cascade Natural Resources Limited.

There doesn't appear to be any requirement to disclose the UBO of Cascade Natural Resources Limited.

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;

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

(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);

(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;

(10) details of any break fee arrangements;

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

(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.

Pensana plc is a UK-company listed on the Main Market and, therefore, is subject to the UK Listing Rules, Disclosure Guidance and Transparency Rules (DTRs), UK Market Abuse Regulation (UK MAR), UK Corporate Governance Code, Takeover Code, and Companies Act 2006.

On 29 July 2024, the new UK Listing Rules came into force. The new rules institute a simpler, more flexible, disclosure-based listing regime.

Under the previous regime, premium-listed companies were subject to rules governing “significant transactions”, which were determined through class tests. Each class test involved calculating a percentage ratio to assess the size of the transaction relative to the size of the listed company. If a transaction outside the ordinary course of business resulted in any of the percentage ratios being above 25% it would qualify as a “class 1” transaction and require the publication of an FCA-approved shareholder circular and shareholder approval for the transaction. A transaction that resulted in a percentage ratio between 5% and 25% would qualify as a “class 2” transaction and would require a detailed announcement.

Although the concept of a significant transaction determined by the class tests has been retained, the number of obligations that apply to such transactions under the new regime have been significantly reduced. Key changes are:

• Transactions that would have previously qualified as class 1 transactions do not require the publication of a shareholder circular or shareholder approval.

• Listed companies no longer need to disclose transactions which would have previously qualified as class 2 transactions unless required to do so under the UK’s Market Abuse Regulation.

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.