Technical Due Diligence Completed, page-2

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Term Sheet for US$156 million project finance facility executed with Longonjo Lender ConsortiumPensana through its 84% owned subsidiary Ozango Minerais SA (Ozango), which owns 100% of the Longonjo project, has concluded a non-binding term sheet (Term Sheet) with the Longonjo lender consortium for a project finance debt facility (Facility). The Facility amount is up to US$156 million to provide limited recourse senior secured project finance to fund the Longonjo mine, flotation circuit and refinery andis to cover the construction and ramp up to full production to an overall maximum of seven years. The Facility is conditional on obtaining guarantees from the relevant export credit agency for which discussions are well advanced. The Company is in advanced discussions with the Angola Sovereign Wealth Fund (FSDEA) and a member of the lender consortium to finalise the US$80 million equity component of the overall financing package which will be provided at the (Ozango) subsidiary level. Conclusion of the Term Sheet follows the successful completion of a modular redesign of the fully permitted Longonjo mine and processing facility, with a total capital expenditure (including 10% contingency) of US$217 million, making it one of the lowest amongst its peers. The Company expects to be in a position to sign up to 100% offtake agreements for the highly marketable, radionuclide-free mixed rare earth carbonate (MREC) and has recently received product approval from one of its potential customers.Paul Atherley Chairman commented"We are grateful to FSDEA for its ongoing support and to the lender consortium for their work in concluding the US$156 million debt term sheet to finance the Longonjo rare earths mine and processing facility. This is a major step for the Company in its plans to bring into production one of the world’s largest undeveloped rare earth projects. It is also an important step for the establishment of an African-based, independent, supply chain of the metals crucial to the energy transition, which captures significant value within Angola and creates several hundred long-term high value jobs within the local community.”

About LongonjoThe electrification of motive power through EVs and Wind Turbines is the biggest energy transition in history and is forecast to generate a demand growth for magnet metal NdPr of 7.5% CAGR over the next decade. Pensana owns one of the world's largest undeveloped rare earth mines, and one of only three with a JORC Reserve greater than 100,000 tonnes of NdPr. At full production Longonjo will produce ~5% of world production of NdPr in the form of an exported mixed rare earth carbonate. The upfront capital cost of US$217 million for the fully permitted mine and processing facilities is amongst the lowest amongst its peers making Pensana highly competitive. Pensana also has a fully permitted US$250 million downstream separation facility at the Saltend Chemicals Park in the Humber Freeport

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