Pensana - Presentation May 2025

John

Administrator
Staff member
https://pensana.co.uk/wp-content/uploads/2025/05/Pensana-Corporate-Presentation-May-2025.pdf


This is def worth a detailed read. Great snapshot of the project.

Can someone help me understand the Off Take positions?
  • On Slide 8 they say "7 year secured debt facility, post equity participation, export credit guarantees(Absa only) and offtake agreements."
  • And then on slide 13 they say "100% Offtake proposal“We see this MOU as the path to finalisation of a longterm agreement between Pensana and Hanwa,ensuring high quality magnet metal products withleading ESG benefits are available to Hanwa’s Globalcustomers.”
So does that mean that they only have an MOU, for 100% of their product and yet they achieved FID and are now in construction, but don't have their off take locked in?

Am i missing something?
 
IMO, A lot is being kept confidential for commercial reasons. But sufficient to say that the Finance providers spent nearly two years verifying the whole operation and are obviously happy enough with what they see to approve the funding package. You might also ponder, who and why gave that DFC Grant? 50% of which was given to specifically investigate/facilitate bringing forward the proposed earlier development of Stage 2, the other 50% towards proving up a potentially richer REE deposit in the same region.

And following on from your investigations into HREE's, the Longonjo deposit, sits right on the sweet spot for the NdPr:DyTb, with a global ratio of 97 to 3.
 
I think these things weigh on investor's minds.

A similar thing is happening with ARU. The Debt side of the deal were happy for the binding offtake to be reduced from 85% to 80% (with the remaining to be sold at spot).

I see in the presentation, how they are trying to show the lassonde curve...and how they are undervalued. But normally, for lassonde curve to be applicable...off take needs to be secured...
 
I think these things weigh on investor's minds.

A similar thing is happening with ARU. The Debt side of the deal were happy for the binding offtake to be reduced from 85% to 80% (with the remaining to be sold at spot).

I see in the presentation, how they are trying to show the lassonde curve...and how they are undervalued. But normally, for lassonde curve to be applicable...off take needs to be secured...
Every man and his dog uses the Lassonde curve ! I don't think the curve is meant to be an actual indication of value, rather a pictorial representation of the roller-coaster ride that investors go through during project development. But yes, they are way undervalued, as are most REE majors before they actually get into production. If RE's were Gold or any of the base metals, RE majors would be valued at, at least 10% of their In-situ Resource value once FID was in the bag. Considering their criticality of RE's for Industry and the current Political climate, I would expect a fair bit more.
 
Re the financing and offtake, the market needs to look at the organisations funding the project. The Angolan Sovereign Wealth Fund, And the African Finance Corporation, along with ABSA participating in debt only. As African centric financiers they can take a view on the risk of not being able to sell the off take, which most if not all would consider the risk to be minimal. Pensana have an MOU for 100% of the stage 1 production from HANWA which was sufficient for the financiers to be have the confidence to move forward with the equity stage, and for ABSA to sign a formally binding loan offer dependent on CPs being satisfied, this will not be drawn down until after the equity has. But they have MOUs and Expressing Interests for 200% of the phase 1 production. If i had the financing in the bag, and the backing of my equity partners who are also the financiers, i would be getting th best offtake deal possible, rather than rushing into a an offtake agreement, just for the sake of the SP. And just possibly, if i could nail down a large proportion of the other EOIs, i would be considering when to pull the trigger on phase 2, also to be considered is the way the market is bifurcation into China and ROW, there is an argument for a large part of production to be spot. There is a lot going on in the back ground. For me, i see the present financing plan as worst case, and its not bad at all.....Y=to have the FSDEA involved with 25 million at OPCO level and another 13% of Pensana at TOP , this is as close to sovereign debt as you can get without being sovereign debt, give huge amounts of confidence to financial institutions especially those that understand their own operating environment.
 
Re the financing and offtake, the market needs to look at the organisations funding the project. The Angolan Sovereign Wealth Fund, And the African Finance Corporation, along with ABSA participating in debt only. As African centric financiers they can take a view on the risk of not being able to sell the off take, which most if not all would consider the risk to be minimal. Pensana have an MOU for 100% of the stage 1 production from HANWA which was sufficient for the financiers to be have the confidence to move forward with the equity stage, and for ABSA to sign a formally binding loan offer dependent on CPs being satisfied, this will not be drawn down until after the equity has. But they have MOUs and Expressing Interests for 200% of the phase 1 production. If i had the financing in the bag, and the backing of my equity partners who are also the financiers, i would be getting th best offtake deal possible, rather than rushing into a an offtake agreement, just for the sake of the SP. And just possibly, if i could nail down a large proportion of the other EOIs, i would be considering when to pull the trigger on phase 2, also to be considered is the way the market is bifurcation into China and ROW, there is an argument for a large part of production to be spot. There is a lot going on in the back ground. For me, i see the present financing plan as worst case, and its not bad at all.....Y=to have the FSDEA involved with 25 million at OPCO level and another 13% of Pensana at TOP , this is as close to sovereign debt as you can get without being sovereign debt, give huge amounts of confidence to financial institutions especially those that understand their own operating environment.
Thanks for the detailed message @Mumbles2025

But why will HANWA not commit to a binding agreement? Do we know why? Or have a sense? From what I have heard on ARU (which is kinda similar, except no construction)....some of the uncommited off takers....just don't want their name out there (ie because they are currently buying from China and don't want to be cut off...like POSCO)...or they are still arguing price.....and keep refering to the current China prices.

And ARU has had a similar 'over commitment' for their offtake for years....and the market just doesn't seem to want to budge. Granted, ARU are linking offtake with equity...so that does make it harder...

So i get waiting for the best price for off take...but at some point, both parties just have to commit and get on with it.

Also I would like to know the CPs for the ABSA portion of funding. These CPs can be a 'get out of jail card' if they structure them correctly. Having worked on the project side, we always ensured that any CPs were pretty minor and procedual in nature. So there was not a realistic way to re-open negotiations or for them to walk.

It looks like any new RE project is going to have some type of soveign component to the finance package...just look at ARU...debt, equity, probably off take....hell....maybe the ministers will get out there with picks and shovels too! I think MP will keep getting USA cash. Interesting times!
 
Thanks for the detailed message @Mumbles2025

But why will HANWA not commit to a binding agreement? Do we know why? Or have a sense? From what I have heard on ARU (which is kinda similar, except no construction)....some of the uncommited off takers....just don't want their name out there (ie because they are currently buying from China and don't want to be cut off...like POSCO)...or they are still arguing price.....and keep refering to the current China prices.

And ARU has had a similar 'over commitment' for their offtake for years....and the market just doesn't seem to want to budge. Granted, ARU are linking offtake with equity...so that does make it harder...

So i get waiting for the best price for off take...but at some point, both parties just have to commit and get on with it.

Also I would like to know the CPs for the ABSA portion of funding. These CPs can be a 'get out of jail card' if they structure them correctly. Having worked on the project side, we always ensured that any CPs were pretty minor and procedual in nature. So there was not a realistic way to re-open negotiations or for them to walk.

It looks like any new RE project is going to have some type of soveign component to the finance package...just look at ARU...debt, equity, probably off take....hell....maybe the ministers will get out there with picks and shovels too! I think MP will keep getting USA cash. Interesting times!
The ABSA CPs are related to the Export credit guarantees that have been mandated by the ABSA credit committee, these discussion are taking place with ECIC, https://www.ecic.co.za/. In addition all the equity requires to be in place prior to drawdown taking place, this has already been sourced and committed to. So very vanilla and black and white. From Pensana perspective they have to get these CPs satisfied, but they have 6-8 months before they require to draw down from the loan.

In respect of non binding offtake with Hanwa. Pensana are having some very interesting conversations with other companies, not least of which is assumed to be Solvay, if you are following the Pensana story, with Will Izod being invited to the opening of the La Rochelle separation facilty and P Atherley being invited to the Choose France event a couple of weeks ago.<iframe src="https://www.linkedin.com/embed/feed/update/urn:li:share:7330918503551545344?collapsed=1" height="628" width="504" frameborder="0" allowfullscreen="" title="Embedded post"></iframe>

I'm not convinced that Hanwa are not committing, it's potentially that Pensana are not committing yet. The FSDEA are driving the finance side of the project as much as Pensana, at the moment they dont feel there is a pressure to commit as construction is ongoing and will continue, not with the current geopolitics going on. It's a rare (no pun intended) position for a Rare Earth miner to be in, as was stated that have EOIs, might not be great for short term Share price but for the long term, it is incredibly important. in respect of the sovereign aspect, The Significant tFSDEA investment at PRE and OPCO level shows the support from the Angolan government.

I believe the relationship with Hanwa was not just because of Offtake but potentially more strategic investments down stream, as identified in the RNS. The Hanwa commitment was sufficient for ABSA to commit to their portion of the $160 million debt, AFCs following later (March 18th RNS). This puts Hanwa in a very strong position.

it also makes sense to me for discussions to be going on with the financing of phase 2, the additional 20kt a year of MREC. especially if they have EOIs and MOUs for 200% of the phase 1 production. There seem to have been some developments since then with FSDEA taking their $15 million equity at Pensana level rather than Ozango project level as well as the $25 million at project level, and M&G committing a further 1 million along with another investor contributing the same. Im am very heavily invested in Pensana and admittedly very biased, but for me the current financing strategy that has been approved is worst case,
 
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Thanks @Mumbles2025

Pensana is potentially in a very good position to capitalise on everything that is going on in the world. And I hope they do make it all happen. And everything you say feels right and is more probably than not to happen.

My only concern is the Angolan Government. They have a history of sovereign risk issues. For instance, the Angolan Govt has forced renegotiation with Exxon/Total multiple times to increase the government take. This is a risk for Pensana, that the Govt keeps chipping away at them. And Cobalt Energy also had their off shore licenses cancelled (i can't recall what the settlement was). So I feel that risk is always present. And especially if Govt officals are corrupted by Chinese influence...

And I know that risk is also present in Australia and other western countries. For instance, in Australia....the now abolished Mineral Resource Tax etc....But at least in Australia, there is debate, public comment, changes in Govt, and policitical interferance is usually quite low etc. etc.



I am invested in ARU. And it is interesting to see the parallels here. And that is obviously forged by the global market dynamics. But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway. This is something ARU should pay attention to. That is impressive!

What is your take on ARU? What are the risks you see with them?
 
Hi John, you raise a legitimate concern about Sovereign Risk, I think we have to recognise several things before reaching a conclusion. First and foremost, it cannot be denied that the previous Dos Santos regime was highly corrupt, and those that have now taken over might be excused for a little Claw-back, from those they see as aiding and abetting that corruption. As to the ongoing threat of Chinese corruption, presumably along the same lines as what happened in Greenland, Tanzania and South Africa. Angola managed very early on to recognise what the Chinese were up to and have been lucky enough to escape that trap to find other sponsors, namely the US, UK and EU. That Angola is currently taking the Chinese International Finance Co to Court :https://www.angop.ao/en/noticias/politica/cif-nega-acusacoes-dos-crimes-imputados-pelo-ts demonstrates their determination to now embrace the 'Rule of law' and dissuade further attempts.

As you say "Sovereign risk" is forever present, and can manifest itself in many ways, it does not matter if the Country is Communist, Democratic or a Dictatorship ~ people live and die, so circumstances change it even happens in Australia, Anglo American had to shut up shop here in the early 80's simply because Bob Hawke became PM!

What I take comfort from, and which I think you have also recognised is that the Angolan Sovereign Wealth are significant shareholders partners and finance providers both in the OPCO and parent company. They are therefore fully engaged with all that goes on, so there is very little prospect of any contentious issues developing that may come back at a later date to bite the company.
 
Thanks @Mumbles2025

Pensana is potentially in a very good position to capitalise on everything that is going on in the world. And I hope they do make it all happen. And everything you say feels right and is more probably than not to happen.

My only concern is the Angolan Government. They have a history of sovereign risk issues. For instance, the Angolan Govt has forced renegotiation with Exxon/Total multiple times to increase the government take. This is a risk for Pensana, that the Govt keeps chipping away at them. And Cobalt Energy also had their off shore licenses cancelled (i can't recall what the settlement was). So I feel that risk is always present. And especially if Govt officals are corrupted by Chinese influence...

And I know that risk is also present in Australia and other western countries. For instance, in Australia....the now abolished Mineral Resource Tax etc....But at least in Australia, there is debate, public comment, changes in Govt, and policitical interferance is usually quite low etc. etc.



I am invested in ARU. And it is interesting to see the parallels here. And that is obviously forged by the global market dynamics. But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway. This is something ARU should pay attention to. That is impressive!

What is your take on ARU? What are the risks you see with them?
But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway.

How did they accomplish this?
 
But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway.

How did they accomplish this?
Excellent question, Only the finance providers could answer that truthfully. But I suspect that the Quality of the deposit, and a lot of hard work done by some impeccable qualified people to establish the credibility of all aspects in the BFS, probably had a lot to do with it. And just to reinforce that there is genuine demand for the product, they also have JOMEG and the DFC sitting on the sidelines.
 
i had some help but

Assessing Sovereign Risk in Angola: A Nuanced View for Mining and Energy Investors

Sovereign risk in Angola is a legitimate consideration, especially for those familiar with its past under President José Eduardo dos Santos. This was a period defined by opaque governance, elite capture, and arbitrary interventions. Energy majors like ExxonMobil and Total were subjected to repeated fiscal renegotiations, and in one of the most notable cases, Cobalt International Energy had its offshore licences cancelled — eventually settling with Sonangol for $500 million.

However, since João Lourenço assumed office in 2017, Angola has made substantial strides toward reform. His administration has pushed through a revised Private Investment Law, updated the Mining Code, and led Angola into the Extractive Industries Transparency Initiative (EITI). The political purge of the dos Santos-era elite — including the removal of Isabel dos Santos from Sonangol — signalled a move toward a more rules-based approach. While the government has still sought to increase its fiscal take in oil and gas, this has been done through more structured renegotiations rather than coercive expropriation.

In this evolving context, Angola currently holds a Moody’s sovereign rating of B3 with a stable outlook (as of January 2025). This places it on par with Nigeria (also B3), and ahead of countries like Zambia and Ghana (both Caa2, albeit with positive outlooks), and Mozambique (Caa2, stable, with its local-currency rating downgraded to Caa3). These ratings frame Angola as a higher-risk but viable borrower. The stable outlook suggests no imminent downgrade but highlights limited fiscal headroom if external shocks occur. Angola’s rating is supported by fiscal reforms, a more transparent regulatory environment, and its strong commodity base. In short, Angola is still a frontier jurisdiction — but a far cry from the distressed sovereigns of the past.

For resource investors, however, one additional question must be asked: Where are the rare earths actually located?The answer increasingly points to Africa. An estimated 30–40% of the world’s critical minerals lie on the continent — and Angola’s Longonjo deposit is one of the most advanced, accessible, and strategically located rare earth projects in the world.

The Longonjo project, being developed by Pensana, stands out for its:

  • High-grade, shallow monazite-hosted NdPr mineralisation
  • Low strip ratio and no overburden
  • Direct rail access via the Lobito Corridor
  • Clean hydroelectric power
  • Sovereign partnership with Angola’s FSDEA, which holds 25% of the parent company and is a co-architect of the project’s structure
Pensana’s Longonjo mine is not speculative — it is fully funded, construction-ready, and developed to international ESG standards. It is aligned with Angola’s ambition to retain more value onshore through local beneficiation, and already benefits from a 35-year mining licence with associated tax incentives.

In sum, Angola still carries political and economic risks — but for projects that align with national development goals, demonstrate ESG compliance, and are underpinned by globally significant geology, the opportunity now outweighs the risk. The reality is that some of the most strategic deposits in the world are not in low-risk jurisdictions — and the long-term winners will be those who engage responsibly where the resources actually are.
 
Excellent question, Only the finance providers could answer that truthfully. But I suspect that the Quality of the deposit, and a lot of hard work done by some impeccable qualified people to establish the credibility of all aspects in the BFS, probably had a lot to do with it. And just to reinforce that there is genuine demand for the product, they also have JOMEG and the DFC sitting on the sidelines.
But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway.

How did they accomplish this?
How did Pensana manage to begin construction without offtake or fully committed finance?

The initial financing strategy was outlined in a June 2023 RNS, targeting $120 million in debt and $80 million in equityfor Longonjo’s Phase 1 development. A $15 million bridging loan from FSDEA was also agreed to initiate early works — with the intention that it would later convert to equity.

That $15 million was secured against Pensana’s shares in Ozango, meaning the company went sole risk at a critical stage — without offtake agreements or confirmed institutional finance. This allowed early mobilisation on site while broader funding was still in formation.

But to secure long-term backing, the original plan had to evolve.

Extensive Due Diligence and Project Reengineering

Over the following nine months, Pensana and its African financial partners — FSDEA, AFC, and ABSA — undertook a comprehensive reengineering of the development plan. This included:

  • A revised phased development model to reduce capex exposure and increase execution certainty
  • Revalidation of technical flowsheets, capital cost assumptions, and operating parameters
  • Third-party environmental and social audits
  • Legal, governance, and tax structuring workstreams aligned with lender standards
  • Detailed assessment of project resilience under various price and production scenarios
The level of due diligence was deep and institutional-grade, equivalent to (and in some cases exceeding) what would be expected from multilaterals or Western infrastructure funds — and all conducted within a compressed 9–10 month period. This included full credit committee processes within each of the three African institutions.

The result was a $260 million African-led funding package, comprising equity, equity-equivalent capital, and senior debt. This was not opportunistic capital — it was high-trust funding built on rigorous analysis and local understanding, with each funder deeply familiar with the African operating environment.

Key Points:

  • The $15 million bridging loan was used to start works before funding closed — but with full knowledge that extensive due diligence was underway
  • The original $200 million concept had to be redesigned and restructured to meet funders’ risk and execution thresholds
  • All of this was completed in less than a year, culminating in final approvals and execution in Q1 2025
  • Pensana also secured a $3.4 million MSP grant, but this served as strategic recognition rather than a financing trigger
  • The only global commercial participant is Hanwa, involved in marketing but not capital provision
Pensana’s case is unique because construction began not after financial close, but during the finalisation of one of the most demanding due diligence efforts ever applied to an African mining project — and with a structure led entirely by African institutions who know how to operate and assess risk in this environment.
 
Hey John, have you ever done a side-by-side comparison of Pensana and ARU?

how their financing structures, offtake positions, and timelines stack up.
 
@Mumbles2025 Wow. The west really needs to wake up to what Pensana and their advisors have been able to achieve. The west needs to look at doing things differently.

Do you know who was the driving force in developing this construciton and finance stucturings? Did they have external advisors? Or was it all management?
 
Thanks @Mumbles2025

Pensana is potentially in a very good position to capitalise on everything that is going on in the world. And I hope they do make it all happen. And everything you say feels right and is more probably than not to happen.

My only concern is the Angolan Government. They have a history of sovereign risk issues. For instance, the Angolan Govt has forced renegotiation with Exxon/Total multiple times to increase the government take. This is a risk for Pensana, that the Govt keeps chipping away at them. And Cobalt Energy also had their off shore licenses cancelled (i can't recall what the settlement was). So I feel that risk is always present. And especially if Govt officals are corrupted by Chinese influence...

And I know that risk is also present in Australia and other western countries. For instance, in Australia....the now abolished Mineral Resource Tax etc....But at least in Australia, there is debate, public comment, changes in Govt, and policitical interferance is usually quite low etc. etc.



I am invested in ARU. And it is interesting to see the parallels here. And that is obviously forged by the global market dynamics. But what impresses me about Pensana, is they have found a way, without off take secured, and without fully committed finance, to get construction underway. This is something ARU should pay attention to. That is impre

@Mumbles2025 Wow. The west really needs to wake up to what Pensana and their advisors have been able to achieve. The west needs to look at doing things differently.

Do you know who was the driving force in developing this construciton and finance stucturings? Did they have external advisors? Or was it all management?
After the strategic investor pulled out in March 2023 (widely understood to be Sibanye Stillwater, though never officially confirmed), Pensana came dangerously close to collapse. As part of those negotiations, Sibanye had insisted on an exclusivity clause, preventing the company from exploring alternative financing. When the deal fell through—coinciding with the required publication of the interim report—the share price crashed from 60p to 30p almost overnight. The situation was critical.

At that point, the two largest shareholders—M&G and Angola’s sovereign wealth fund (FSDEA)—stepped in with more funding and al ong term commitment to the company . It was clear by then that Western capital markets had little appetite for projects that carried execution risk, even ones of strategic importance. The original vision of building a vertically integrated rare earth supply chain, anchored by the Saltend processing facility in the UK, had been designed specifically to appeal to those markets. The company had even moved its listing from the ASX to the LSE with that in mind.

But the world changed. And so did the strategy.

The FSDEA worked closely with Pensana management to completely rethink the financing and project development plan. The revised structure focused on a reduced CAPEX, operational-first approach centred on Longonjo. Critically, it was designed to be funded solely at the operating company (OpCo) level, where lenders could directly manage and mitigate risk—effectively bypassing the risk-averse Western financial system. This pivot marked the end of efforts to fund the project through traditional equity and debt channels in London.

To answer your question: it was a genuine joint effort. FSDEA led on strategy and financial structuring, but it was only possible because Pensana’s board and executive team were able to support them operationally and adapt quickly. Importantly, the funding partners—FSDEA, AFC, and ABSA—are all Africa-centric institutions that understood the context and potential of the project in a way that Western investors simply didn’t.

AFC, in particular, conducted exhaustive due diligence. For many of the financial partners, rare earths were a completely new sector—there were no internal precedents or familiar valuation frameworks to rely on. So it became a steep learning curve. That they ultimately backed the project speaks volumes not only about Pensana’s quality as a project but also about the determination and flexibility of the funding team to understand an emerging strategic market rather than avoid it.

What Pensana and their investors managed to do—without offtake, without government underwriting, and without Western capital—is extraordinary. And it should be a wake-up call to the West.
 
Going back to Arafura, i cant comment as its not a project i know I’ve lived and breathed pensana for the last 5 years (as i think you can tell), however, it seams that no Rare earth project is going to take off, if the west relies on western capital markets alone.
 
Great insight @Mumbles2025

Do you know if any other soveign wealth funds (the Saudis maybe?) looked at Pensana? I know there is appetite for them to have diversified mining portfolios. And i know they are actively looking right now.
 
They may not be 'Sovereign' Wealth funds, but there was certainly, and still is, a lot of interest shown from 'Statutory' bodies. Over the last couple of years there have been numerous visits to site by representatives and Ambassadors of several Countries. The UK, USA and EU in particular have been and come back, several times. Donald's 'special envoy' (Tiffany Trumps father-in-law) has so far been out to Longonjo twice this year?

Even though it appears to be flying under the radar, Angola seems to draw a lot of attention from the West. In Donalds first term he sent his Secretary of State Mike Pompeo (now USA-RE) there for a visit, and in 2024 Biden actually went to Angola himself. One of Pensana's greatest achievements in the early days was to appoint Baroness Northover (UK Trade Envoy to Angola) to the BOD.

With all that going on, you really have to question as to how/why this project has managed to remain incognito for so long? Only last month we saw a map supposedly showing all the locations of Critical Mineral deposits in the World. Angola did not even rate a mention!?
 
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