Pensana Plc - Unaudited Interim results for the six months ended 31 December 2025
(“Pensana”, “the company” or “the group”)
Unaudited Interim results for the six months ended
The board is pleased to present its review of
Highlights
-- Main construction activities at the Longonjo Rare Earth Mine continue at
pace with commissioning scheduled for 2027.
-- Strategic investment of US$165 million by Cascade Natural Resources
(Cascade).
-- Detailed evaluation of the Longonjo flowsheet has identified the scope
to increase the Heavy Rare Earth Oxides (HREO) up to fivefold contained
in the Mixed Rare Earth Carbonate (MREC).
-- Advanced engagement with the Export-Import Bank of the United States
(U.S. -EXIM) to accelerate the company's mine-to-magnet supply chain and
support the US$160 million debt funding of the Longonjo Rare Earth Mine
(Longonjo).
-- Equity placing of ~US$10 million from long-term major shareholder M&G
Investment Management (~US$7 million ) and other institutional investors
(~US$3 million ).
-- Ongoing support from major shareholder FSDEA via the partial conversion
of their US$15 million loan into equity.
-- Memorandum of understanding with Vacuumschmelze GmbH & Co. KG to support
the production of its recently commissioned eVAC Magnetics (eVAC)
facility in Sumter, South Carolina , targeting 2,000 tonnes per annum of
rare earth magnets.
-- Major drill programme announced to increase Longonjo resource to over
one billion tonnes.
-- Completion of Coola drilling programme to test the potential for a
deeply weathered and supergene enrichment central diatreme, as occurs at
the Longonjo carbonatite.
-- Appointment of rare earths industry expert Karen Brown as chief
operating officer, effective 1 October 2025 .
CEO’s Review
Dear Pensana Shareholders,
It is with great pleasure that I can confirm the significant progress that has been made on multiple fronts over the Period.
With the engineering team, ably led by Project Manager
The main pre-construction facilities have been installed on-site and are operational, including the camp and accommodation, construction and site power and water treatment facilities. The process plant terrace and contractor’s laydown areas have been completed with preparations for piling operations well advanced. Bulk earthworks and starter walls for the tailing’s storage facility are underway following completion of site clearing. At the time of writing, the aggregate and concrete batching plants are being commissioned for the first concrete pours scheduled for
Ongoing community and camp-related activities continue to form a major element of our on-site development with continued focus on the Resettlement Action Plan (RAP) and the Livelihood Restoration Programme (LRP) supported by the demonstration plots under cultivation. The Transitional Support Programme for Project Affected Households also focussed on the training of local residents in accommodation and messing-related activities in the camp as well as training in minor maintenance works associated with the camp and other project-related activities.
These on-site developments have all been taking place against a backdrop of continuing tightening in supply chains, with the Company experiencing increased market interest in expanding the
Since Q4 2025, the quoted Neodymium/Praseodymium oxide price (
Over the Period, our engagement with US-based magnet producers has further intensified, particularly in relation to heavy rare earth supply. This has led to the identification of an enhanced heavy rare earth recovery stream with the potential to increase Dy and Tb output by up to fivefold, as announced in
This combination of increased heavy rare earth production potential and the substantial scale of the Longonjo orebody, positions Pensana at the centre of the emerging US-focused rare earth supply chain. It also highlights the strategic significance of the Project as it enters a period of intensive construction over the next twelve months, ahead of the 2027 U.S. ban on the use of Chinese-origin rare earth magnets and materials in defence systems.
Post-period end we announced a
I would once again like to thank our largest shareholder the
Principal activities
Pensana is currently constructing one of the world’s largest rare earth mines at the
Also included in the current portfolio of assets is the
Activities conducted in the current period were centred around the main construction of Longonjo which commenced in
The Longonjo construction programme is supported by a fully executed feasibility study and a JORC-compliant Ore Reserve. The reserve has an average grade of 3.04% total rare earth oxide (TREO) containing 139,000 tonnes of neodymium and praseodymium (NdPr) oxide for a mine life of over 20 years. The Project is underpinned by an execution plan centred around an optimised, industry leading low capital envelope. All of these elements have been subject to a full technical due diligence review as part of the various funding approval processes. The current financing package amounts to c.
Exploration activities mainly revolve around mineralogical studies to confirm processing potential of the rare earth host minerals at the Coola carbonatite and
Strategic equity placement
During
Cascade intends to advance the strategic investment to Pensana and its group companies by way of:
-- Investment of US$15 million into Pensana by way of a subscription for
13.55 million new ordinary shares at 80 pence per share representing a
3.8 % interest in the Company.
-- Investment of US$150 million into the Company'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.
-- As a result of the strategic investment, Cascade will own 3.8% of
Pensana and 38.2% of Sable.
The strategic investment remains subject to long-form documentation and share applications which is currently underway.
Alongside the proposed
Operating and Financial Review
During the period ended
The increase in total comprehensive loss of
-- An increase in administration expenses of US$2,122,881 (83%), largely
driven by increased site activity and corporate activity, including
customs and other tax payments at Ozango (US$249k ), equity raising fees
at corporate level (US$403k ), higher legal fees (US$209k ), an increased
share-based payment charge (US$608k ), and higher employee benefit costs
due to additional staff (US$421k ); and
-- Partially offset by a favourable movement in foreign exchange of
US$1,026,452 , from a loss of US$704,864 in the prior period to a gain of
US$321,588 in the current period. These gains and losses arose from the
settlement of invoices in currencies other than the relevant functional
currencies (USD, GBP, AUD and AOA), as well as the translation of
foreign currency denominated balances.
Net assets as at
The Group raised total capital of approximately
The capital raised were primarily applied towards:
-- Investment in property, plant and equipment relating to the continued
roll-out of the Longonjo capital programme (US$16.0 million );
-- Cash outflows supporting ongoing operations (US$3.7 million ); and
-- Increase in cash on hand at 31 December 2025 (US$19.6 million ).
Going concern
The directors have prepared a cash flow forecast for the period ending
In assessing the going concern basis of preparation, the directors have also considered the availability of funding and its impact on the progression of the Longonjo and separation facility projects. Similarly, the directors have also considered the impact of the ongoing geopolitical landscape, including ongoing global wars as it relates to availability of funding, costs, marketability of our product and the potential volatility in the debt and equity markets.
The balance sheet position as at
As at
It is anticipated that the contemplated financing across the group may include further issues of equity, export credit-backed debt financing and/or issuing a green bond. The ability of the company and group to continue as a going concern is dependent on securing such additional funding given the forecast expenditure.
Although conditions regarding the financing and cash flow mentioned above indicate a material uncertainty which may result in the Group being unable to realise its assets and discharge its liabilities in the normal course of business, the funding approvals received have provided comfort to the Board of the Group’s ability to continue as a going concern and work towards raising the requisite funding as outlined above.
Refer to note 3 to the financial statements for more details on the going concern statement.
Update on construction activities at Longonjo
Main construction activities at the
Initial annual production will be 2,400 tonnes of light magnet metals (NdPr) accompanied by 73 tonnes heavy magnet metals (DyTb) in the form of clean high value mixed rare earth carbonate with plans to double production to 4,200 tonnes NdPr and 122 tonnes DyTb post 2030.
Current resources are over 300 million tonnes and as previously announced an 11,000-metre drill programme has been planned which is designed to increase resources towards one billion tonnes, which would make Longonjo one of the world’s largest rare earth deposits ever developed.
The mine will be powered by low cost sustainable hydro-electricity supplied from the Laúca dam hydropower project. A Power Purchase Agreement (PPA) is in place with RNT, for the supply of renewable hydropower, providing the Project with a reliable source of low-carbon energy and further strengthening its sustainability credentials.
The mine is connected to the
Discussions are well advanced with a number of parties to establish a
Key milestones completed to date are summarised below:
-- The main pre-construction facilities have been installed and are
operational, including the camp and accommodation, construction and site
power and water treatment facilities;
-- The process plant terrace and contractor’s laydown areas have been
completed with preparations for piling operations well advanced;
-- Bulk earthworks and starter walls for the tailings storage facility are
underway following completion of site clearing;
-- The aggregate and concrete batching plants are being commissioned for
the first large concrete pours scheduled for March; and
-- Major equipment vendor packages are progressing on schedule.
The immediate focus areas over the coming months include TSF bulk excavation and construction as well as process plant piling and civil construction. This follows the topsoil stripping completed at the TSF and successful compaction of the 68,000m 2 plant terrace area which was independently verified by SRK undertaking DPSH/DCP testing across the entire area, mapping load bearing characteristics in detail to inform final civil design and piling requirements for individual major equipment installation.
Ongoing community and camp related activities include successful execution of the Resettlement Action Plan (RAP), the Livelihood Restoration Programme (LRP) supported by the demonstration plots under cultivation and the Transitional Support Programme for Project Affected Households (PAH).
Strong demand for product and rare earth prices boasting economics
Since Q4 2025, the quoted NdPr oxide price (
This strengthening price environment reflects sustained growth in demand for secure, independent Western-facing supply of rare earth materials and reinforces the strategic importance of delivering first production in 2027 as scheduled. The improving pricing backdrop has a direct and favourable impact on projected project economics.
Against a backdrop of tightening supply chains, the company is experiencing increasing market interest in expanding beyond the planned 2,400 tonnes per annum of NdPr production and further leveraging the scale of the Longonjo resource base.
In particular, engagement with US-based magnet producers has intensified around heavy rare earth supply. This has led to the identification of an enhanced heavy rare earth recovery stream with the potential to increase dysprosium and terbium output up to fivefold as announced in
At full scale, this would position Pensana as one of the significant producers of heavy rare earths in the Western market. The technical team continues to assess additional recovery pathways to further optimise output. The review has shown installing a selective Heavy Rare Earth Oxide (HREO) recovery circuit upstream of product precipitation could materially increase the recovery of Dy and Tb into the MREC product.
The combination of increased heavy rare earth production potential and the substantial scale of the Longonjo orebody, positions Pensana at the centre of the emerging
Following the partnerships signed in
Importantly, demand signals are increasingly originating downstream from OEM sectors spanning defence, automotive, aerospace and hyperscale data infrastructure, including companies such as Amazon and Microsoft. This structural pull from end users underscores the strategic relevance of establishing large-scale, secure and transparent rare earth supply chains aligned to Western industrial policy priorities.
Environment Social Governance (ESG)
The Group continues to embed ESG at the core of its strategy, underpinned by its objective of delivering a sustainable source of rare earth materials to the global market. A strong HSE culture remains central to project execution, with zero recordable injuries and zero environmental incidents during the period.
Environmental compliance remains robust, with no licence breaches recorded. The Project has received the required water abstraction licence and an extension to its environmental installation licence, with broader environmental permitting progressing in accordance with the development schedule. A Power Purchase Agreement (PPA) is in place with RNT, for the supply of renewable hydropower, providing the Project with a reliable source of low-carbon energy and further strengthening its sustainability credentials.
The Resettlement Action Plan (RAP) continues to advance positively, with strong stakeholder engagement and over 140 resettlement plots now acquired with full consent. Following completion of Phase One of the RAP in
Investment in agricultural test and demonstration plots has progressed, with the facilities now operational and serving as a hub for community agricultural training and skills development. The programme continues to evaluate optimal crop selection and cultivation techniques to enhance productivity and support sustainable livelihoods. Work has also expanded to include development of the site tree line, in line with environmental licence requirements.
The Group remains committed to maximising local procurement and employment opportunities wherever feasible and practical, supporting long-term socio-economic development in the host region. In parallel, the Company continues to leverage innovative research to strengthen its sustainability approach, including ongoing collaboration with leading academic and industry partners to better understand and quantify the broader societal value of rare earth development.
Exploration
During the period,
i. Longonjo
Preparation has commenced for a 7,000 metre infill drill programme at Longonjo, designed to provide detailed geological and grade control information ahead of the planned commencement of mining and stockpiling/blending activities in early 2027. The programme will run in parallel with the previously announced resource expansion drilling campaign.
Two reverse circulation drilling rigs are expected to be mobilised for drilling activities during the dry season from May to
The Longonjo deposit comprises a near-surface blanket of high-grade, NdPr-rich total rare earth oxides (“TREO”), with an average depth of approximately 30 metres. Previous drilling has confirmed that mineralisation extends to depths exceeding 100 metres beneath the current resource envelope, highlighting significant resource expansion potential.
The campaign will also include deeper sampling to better define the full vertical extent of mineralisation and to assess the potential to increase inferred resources from the current 313 million tonnes at 1.43% TREO towards a conceptual target of up to one billion tonnes at a similar grade.
To support the programme, a containerised on-site laboratory is being procured, incorporating sample preparation facilities and an automated XRF analyser to enable timely and cost-efficient multi-element analysis. Grade control drilling is expected to remain ongoing throughout most of the life of mine, maintaining a position approximately one year ahead of mine planning.
The results of the infill and expansion drilling programmes will further support and refine the current mine and stockpile blending strategy developed with Practara, strengthening the dataset well in advance of commissioning.
i.Coola Exploration Project
Systematic phased exploration over the past four years has identified two prospective REE-bearing complexes: the Sulima West alkaline complex and the Coola carbonatite, located approximately 90km and 40km north of Longonjo, respectively.
a.Sulima West
Metallurgical testwork on the monazite-rich
Results indicate that magnetic separation is more effective than gravity separation in upgrading the TREO content. However, thus far, both techniques have failed to achieve the target of 35% TREO at satisfactory recoveries. Consequently, other alternative processing routes are under consideration.
a. Coola Carbonatite
The Coola carbonatite ring dyke is composed predominantly of dolomite and ankerite, with minor gangue minerals including iron oxides, barite and quartz. The principal REE mineral is bastnaesite, with minor monazite and florencite. A representative sample grading 3.98% TREO was subjected to extensive metallurgical testwork.
Testwork, including magnetic, enhanced gravity separation and flotation processes, indicated that the material is not amenable to conventional beneficiation techniques. Mineralogical analysis demonstrated that REE minerals are disseminated and largely locked within the dolomite matrix, limiting upgrading potential.
During 2025, exploration focused on drilling the central sand- and ferricrete-covered diatreme, identified as a compelling magnetic target from ground geophysical surveys and interpreted as a potential deeply weathered, supergene-enriched carbonatite. Seven reverse circulation boreholes were completed. Drilling intersected shallow transported sands and alluvium overlying nodular ferricrete, beneath which a serpentinised dunite pipe was encountered intruding the carbonatitic breccias. TREO grades within the dunite were low (<1,000 ppm).
The drilling programme concluded that the central diatreme represents a weathered mafic dunite plug with low rare earth element tenor, rather than a supergene-enriched carbonatite system, and is surrounded by only weakly mineralised carbonatitic breccias.
Principal
The Group is exposed to several risks and uncertainties which could have a material impact on its long-term development and performance, management of these risks is an integral part of the management of the Group. An overview of the key risks, and risk management procedures, which could affect the Group’s operational and financial performance was included in the company’s 2025 Annual Report, which can be accessed at www.pensana.co.uk. These may impact the Group over the medium to long term; however, the following key risks have been identified which may impact the Group over the short term.
i. Financing and liquidity
The group is in pre-production phase and therefore has no revenue from operations currently. There is a risk that funding may not be available and/or the cost of financing may be higher than expected.
The company notes that, alternative sources of funding will be required in the event that the contemplated funding is delayed or the associated conditions precedent are not met. Additional funding will be required to settle existing project-related contractor balances in the
Additionally, the group would need to refinance or restructure the FSDEA facility in the event that the main financing, which will include the appropriate restructuring of the FSDEA loan, is not achieved. Given the support provided by the Angolan Government for the
It is anticipated that the contemplated financing across the group may include further issues of equity, export credit-backed debt financing and/or issuing a green bond. The ability of the company and group to continue as a going concern is dependent on securing additional funding given the forecast expenditure.
i. Geopolitical Risk
Ongoing global geopolitical tensions and conflicts, including the war in the
In addition, such conflicts may disrupt global supply chains and logistics, potentially leading to increased costs, extended lead times, and reduced availability of key equipment and materials required for project development. These factors could, in turn, impact the timing, execution and overall cost of the group’s capital programme.
The group continues to monitor geopolitical developments closely and, where possible, implements mitigation measures including early procurement strategies, supplier diversification and ongoing engagement with financing partners.
i. Development of the Longonjo and separation facility projects
The group’s operations are at an early stage of construction development and future success will depend on the group’s ability to manage the Longonjo and separation facility projects (the projects) and the production of a mixed rare earth product at Longonjo for offtake to the separation facility processing plant into a rare earth oxide. In particular, the group’s success is dependent upon the directors’ ability to develop the projects by commencing and maintaining production at the sites, and there is no certainty that funding will be available. Development of the projects could be delayed or could experience interruptions or increased costs as a result of supply chain or inflationary pressures or may not be completed at all due to a number of factors.
There can therefore be no assurance that the group will complete the various stages of development necessary to begin generating revenue for the group at the projects and any of these factors may have a material adverse effect on the group’s business, results of operations and activities, financial condition and prospects.
i. Logistical challenges and delays
Global supply chain challenges could result in logistical risks relating to availability, potential delays and increased costs of equipment and material both for the project and operations phase.
i. Commodity price and market supply concentration
If the group is able to develop the Longonjo and separation facility projects and/or the
Currently,
i. Attracting skilled employees
The group’s ability to compete in the competitive natural resources and specialist rare earth chemical processing sectors depends upon its ability to retain and attract highly qualified management, geological and technical personnel.
The loss of key management and/or technical personnel could delay the development of the
In addition, the group will need to recruit key personnel to develop its business as and when it moves to construction and ultimately operation of a mine, each of which requires additional skills.
Mr.
Chief Executive Officer
Condensed Consolidated Statement of Comprehensive Income
for the six months ended
Unaudited Unaudited
31 December 2025 31 December 2024
Note US$ US$
Administration expenses 5 (4,668,792) (2,545,911)
Impairment gains on financial assets 551,395 59,075
Foreign currency exchange gains/(losses) 5 1,577,896 (409,504)
Loss from operations (2,539,501) (2,896,340)
Finance costs (725,908) -
Loss before income tax (3,265,409) (2,896,340)
Income tax 6 - -
Total loss for the period (3,265,409) (2,896,340)
Other comprehensive loss
Items that may be reclassified
subsequently to profit or loss
Foreign currency translation (1,256,308) (295,360)
Total comprehensive loss for the period (4,521,717) (3,191,700)
Net loss for the period is attributable
to:
Owners of Pensana Plc (3,265,409) (2,896,340)
Total comprehensive loss is attributable
to:
Owners of Pensana Plc (4,521,717) (3,191,700)
Loss per share attributable to owners of Pensana Plc :
Basic (cents per share) 17 (1.07) (1,00)
Diluted (cents per share) 17 (1.07) (1,00)
Notes to the interim financial statements are included on pages 16 to 31.
Condensed Consolidated Statement of Financial Position
as at
Unaudited
As at
As at
30 June
31 December
2025
2025
Note US$ US$
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 10 72,308,847 63,708,542
Intangible assets 9 14,951,647 15,019,794
Trade and other receivables 8 141,607 870,137
TOTAL NON-CURRENT ASSETS 87,402,101 79,598,473
CURRENT ASSETS
Cash and cash equivalents 7 19,618,406 811,049
Trade and other receivables 8 10,622,262 1,504,136
TOTAL CURRENT ASSETS 30,240,668 2,315,185
TOTAL ASSETS 117,642,769 81,913,658
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 9,528,076 14,227,604
Loans and borrowings 12 11,259,009 17,160,116
TOTAL CURRENT LIABILITIES 20,787,085 31,387,720
TOTAL LIABILITIES 20,787,085 31,387,720
NET ASSETS 96,855,684 50,525,938
EQUITY
Issued capital 13 426,511 372,767
Share premium 98,459,997 73,047,517
Reserves 63,285,101 53,428,255
Accumulated losses (65,315,925) (76,322,601)
TOTAL EQUITY 96,855,684 50,525,938
Notes to the interim financial statements are included on pages 16 to 31
Condensed Consolidated Statement of Changes in Equity
for the six months ended
Fully Foreign Share
paid Share Accumulated Merger Exchange Non-controlling Warrant based Equity Total
ordinary premium Losses Reserve Reserve interest Reserve2 Payments Reserve
shares Reserve
Unaudited US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 372,767 73,047,517 (76,322,601) 45,748,045 4,426,781 - - 3,753,429 (500,000) 50,525,938
July 2025
Loss for the - - (3,265,409) - - - - - - (3,265,409)
period
Other
comprehensive - - - - (1,256,308) - - - - (1,256,308)
loss
Total
comprehensive - - (3,265,409) - (1,256,308) - - - - (4,521,717)
loss for the
period
Issue of
shares (note 53,744 25,871,5171 (11,712) - - 490,739 - (876,081) 25,528,207
13)
Capital - (459,037) - - - - - - (459,037)
raising costs
Subscription
of shares by - - 14,283,797 - 10,716,203 - - - 25,000,000
FSDEA in
Ozango3
Share based - - - - - - - 782,293 - 782,293
payments
Balance at 31 426,511 98,459,997 (65,315,925) 45,748,045 3,170,473 10,716,203 490,739 4,535,722 (1,376,081) 96,855,684
December 2025
1
The issuance of shares include 4.8 million shares which have been applied towards the settlement of the Wood contractor.
It further includes 23.1 million shares issued to FSDEA with the conversion of
2
Warrants were issued to a
3
Pursuant to receipt by Ozango of
Fully Foreign Share
paid Share Accumulated Merger Exchange based Equity Total
ordinary premium Losses Reserve Reserve Payments Reserve
shares Reserve
Unaudited US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 361,440 70,826,007 (65,960,831) 45,748,045 (1,198,621) 1,679,774 (500,000) 50,955,814
July 2023
Loss for the - - (2,896,340) - - - - (2,896,340)
period
Other
comprehensive - - - - (295,360) - - (295,360)
loss
Total
comprehensive (2,896,340) (295,360) - - (3,191,700)
loss for the
period
Issue of
shares (note (518) 321,063 - - - - - 320,545
13)
Share-based - - - - - 174,645 - 174,645
payments
Balance at 31 360,922 71,147,070 (68,857,171) 45,748,045 (1,493,981) 1,854,419 (500,000) 48,259,304
December 2024
Notes to the interim financial statements are included on pages 16 to 31.
Condensed Consolidated Statement of Cash Flows
for the six months ended
Unaudited Unaudited
31 December 31 December
2025 2024
Note US$ US$
Cash flows from operating activities
Operating cash flows 19 (6,325,443) (2,393,764)
Net cash used in operating activities 19 (6,325,443) (2,393,764)
Cash flows from investing activities
R&D tax credit 9,083 509,503
Product development funding received 1,015,084 -
Technical assistance and government grants 1,635,345 340,000
received
Payments for property, plant and equipment and 19 (15,998,614) (4,369,954)
intangibles
Net cash used in investing activities (13,339,102) (3,520,451)
Cash flows from financing activities
Proceeds from short-term debt 12 1,700,000 4,118,468
Net proceeds from issues of equity securities, net 13 11,819,103 320,544
of share issue costs
Proceeds from subscription of shares by FSDEA in 25,000,000 -
Ozango
Interest paid 12 (46,904) -
Net cash provided by financing activities 38,472,199 4,439,012
Net increase/(decrease) in cash and cash 18,807,654 (1,475,203)
equivalents
Cash and cash equivalents at beginning of the 811,049 1,515,378
period
Effects of exchange rate changes on the balance of (297) (42)
cash held in foreign currencies
Cash and cash equivalents at the end of the period 7 19,618,406 40,133
Notes to the interim financial statements are included on pages 16 to 31.
Notes to the financial statements
1. General information
The consolidated financial statements present the financial information of
The company is focused on rare earth exploration, mining and processing, whose flagship development assets are the
In early 2020,
2 . New accounting standards and interpretations
(a) Changes in accounting policies and disclosures
a
) New standards, interpretations and amendments adopted from
The following amendments are effective for the period beginning
• Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)
On
These amendments had no effect on the consolidated financial statements of the Group.
b) New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the annual reporting period beginning
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
The following standards and amendments are effective for the annual reporting period beginning
• IFRS 18 Presentation and Disclosure in Financial Statements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The Group is currently assessing the effect of these new accounting standards and amendments.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in
The Group does not expect to be eligible to apply IFRS 19.
3. Material accounting policies and Going Concern
Basis of preparation
The condensed interim report, which is unaudited, has been prepared in accordance with
The auditors' report on those accounts was unqualified but drew attention to a material uncertainty in relation to going concern. It did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The financial report for the six months ended
The accounting policies applied in this condensed interim report are consistent with the polices applied in the annual financial statements for the year ended
As disclosed in the
The shares issued to the former shareholders of
The accounting for common control transactions is scoped out of IFRS 3 and, accordingly the Group has developed an accounting policy with reference to methods applied in alternative generally accepted accounting principles (GAAPs). Consequently, the consolidated financial statements are presented as if the company has always been the holding company for the group and the group has elected to apply merger accounting principles. Under this policy, the company and its subsidiaries are treated as if they had always been a group.
The results are included from the date the subsidiaries joined the group and the comparatives reflect the results of the company and its subsidiaries. No fair value adjustments occur as a result of the transaction, and the assets and liabilities are incorporated at their predecessor carrying values.
The policies have been consistently applied to all the periods presented, unless otherwise stated.
Going Concern
The group financial statements have been prepared on a going concern basis. In assessing the going concern basis of preparation, the directors have also considered the availability of funding and its impact on the progression of the Longonjo and separation facility projects. Similarly, the directors have also considered the impact of the ongoing geopolitical landscape, including ongoing global wars as it relates to availability of funding, costs, marketability of our product and the potential volatility in the debt and equity markets.
The directors are of the opinion that the group will be able to meet their obligations as and when they fall due for a period of at least 12 months from the date of approval of the financial statements.
As at
Cash and cash equivalents totalled
The directors have prepared a cash flow forecast for the period ending
In assessing the going concern basis of preparation, the directors have also considered the availability of funding and its impact on the progression of the Longonjo and separation facility projects. Similarly, the directors have also considered the impact of the ongoing geopolitical landscape, including ongoing global wars as it relates to availability of funding, costs, marketability of our product and the potential volatility in the debt and equity markets.
The balance sheet position as at
As at
It is anticipated that the contemplated financing across the group may include further issues of equity, export credit-backed debt financing and/or issuing a green bond. The ability of the company and group to continue as a going concern is dependent on securing such additional funding given the forecast expenditure.
Although conditions regarding the financing and cash flow mentioned above indicate a material uncertainty which may result in the Group being unable to realise its assets and discharge its liabilities in the normal course of business, the funding approvals received have provided comfort to the Board of the Group’s ability to continue as a going concern and work towards raising the requisite funding as outlined above.
The group and the parent company financial statements do not include the adjustments that would result if the group and the parent company were unable to continue as going concerns.
Critical accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgements, estimates and assumptions.
Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined below:
(i) Significant accounting judgements
Impairment indicator assessment of development assets
The ultimate recovery of the value of the group’s development assets as at
Management determined that no impairment indicators existed having considered the steadiness in rare earth pricing, the Longonjo funding approvals being obtained and the contemplated staged development of Longonjo.
Impairment indicator assessment of assets under construction
The ultimate recovery of the value of the Saltend development assets as at
Judgement was exercised in assessing the extent to which impairment indicators existed as at
In forming this assessment, internal and external factors were evaluated. As detailed below, the underlying financial model involves estimates regarding commodity prices, production and reserves, operating costs and capital development together with discount rates and demonstrates significant headroom. Management therefore determined that no impairment indicator existed.
Climate change
Management has considered the impact of climate change in preparing these consolidated financial statements. These considerations, which are integral to the group’s strategy and operations, were considered in the following areas:
• The judgements involved in the evaluation of indicators of impairment for the group’s development assets and assets under construction);
• The judgements used in the evaluation of the group’s exploration and evaluation assets for impairment; and
• The evaluation of the residual values and economic useful lives of property, plant and equipment.
The effects of climate-related strategic decisions are incorporated into management’s judgements and estimates, as these relate to the future cash flow projections underpinning the recoverable amounts of mining interests, when the decisions have been approved by the board, and the implementation of these is likely to occur. The considerations with respect to climate change did not have a material impact on the key accounting judgements and estimates noted above in the current year, however, the emphasis on climate-related strategic decisions, such as a focus on decarbonisation, further electrification and sourcing of renewable power may have a significant impact in future periods.
(ii) Significant accounting estimates and assumptions
Share-based payment transactions
The group measures the cost of equity-settled transactions with directors and others by reference to the fair value of the equity instruments at the date on which they are granted. The fair value is determined using a stochastic model to value awards with market-based conditions and a Black-Scholes valuation model for awards that are not subject to market-based performance conditions. These models require estimates for inputs such as share price volatility and total shareholder return. The share-based payment arrangements are expensed on a straight-line basis over the vesting period, based on the group’s estimate of shares that will eventually vest. At each reporting date, vesting assumptions are reviewed to ensure they reflect current expectations and immediately recognise any impact of the revision to original estimates. Judgement is required as to the likelihood of the vesting conditions being met, such as the progress of financing of various projects, the lost time injury frequency rate, progress of construction of the projects, etc. If fully vested share options are not exercised and expire, then the accumulated expense in respect of these is reclassified to accumulated losses.
Impairment assessment of Saltend intangibles
The ultimate recovery of the value of the Saltend intangibles as at
An impairment assessment is performed annually. Judgement was exercised in assessing the extent to which impairment existed as at
4. Operating Segments
Description of segments
The group has identified its operating segments based on the internal reports that are used by the chief operating decision maker in assessing performance and determining the allocation of resources.
The group has identified that it has two operating segments being related to the activities in
Any property, plant and equipment included in the Australian and Portuguese entities which relates to Longonjo, has been included in the Angolan reporting segment.
31 December 2025 Angola UK Corporate Total
US$ US$ US$ US$
Non-current assets – opening 59,763,506 19,834,967 - 79,598,473
balance
Non-current assets – 10,499,953 (2,696,325) - 7,803,628
additions/movements
Non-current assets – closing 70,263,459 17,138,642 87,402,101
balance
Current assets 12,533,187 16,438,168 1,269,313 30,240,668
Current and non-current (1,201,504) (18,536,770) (1,048,811) (20,787,085)
liabilities
Cash and cash equivalents 9,049,814 9,195,634 1,372,958 19,618,406
Six months ended 31 December
2025
Administration expenses (1,050,904) (4,247,147) 629,259 (4,668,792)
Depreciation 18,775 433 - 19,208
Operating (loss)/gain (659,502) (3,333,099) 1,453,100 (2,539,501)
Material non-cash items – - (782,293) - (782,293)
share-based payments
Material non-cash items – 391,402 1,088,560 97,934 1,577,896
foreign exchange gains
Loss before tax (659,502) (4,059,007) 1,453,100 (3,265,409)
Loss for the period (659,502) (4,059,007) 1,453,100 (3,265,409)
30 June 2025 Angola UK Corporate Total
US$ US$ US$ US$
Non-current assets – opening 53,039,521 17,927,154 – 70,966,675
balance
Non-current assets – additions 6,723,985 1,907,813 – 8,631,798
Non-current assets – closing 59,763,506 19,834,967 – 79,598,473
balance
Current assets 884,146 2,264,544 36,632 3,185,322
Current and non-current (1,371,717) (28,330,874) (1,685,129) (31,387,720)
liabilities
Cash and cash equivalents 2,910 800,401 7,738 811,049
Six months ended 31 December
2024
Administration expenses (837,410) (1,601,266) (107,235) (2,545,911)
Depreciation (16,952) (2,045) - (18,997)
Operating (loss)/gain (3,579,949) (762,152) 1,445,761 (2,896,340)
Material non-cash items – - (174,645) - (174,645)
share-based payments
Material non-cash items –
foreign exchange gains and (153,800) (780,039) 1,343,343 (409,504)
losses
Loss before tax (3,579,949) (762,152) 1,445,761 (2,896,340)
Loss for the period (3,579,949) (762,152) 1,445,761 (2,896,340)
Non-current assets consist mainly of development assets and assets under construction.
Additions and depreciation of non-current assets are disclosed in note 10.
5. Other Expenses
Six months ended Six months ended
31 December 31 December
2025 2024
US $ US $
Administration expenses
General administration costs 1,387,822 568,118
Audit and non-audit fees 151,620 93,906
Consultant Fees 211,180 194,701
Travel expenses 116,665 85,012
Legal fees 211,337 2,411
Operating lease rental expenses:
Lease payments (short-life leases) 46,333 47,460
Depreciation on non-current assets:
Property, plant and equipment 19,208 18,997
Employee Benefits
Performance rights and options granted to 782,293 174,645
directors, officers and employees
Directors’ fees and employee benefits 1,578,468 1,282,053
Social security costs 163,866 78,608
Total administration expenses 4,668,792 2,545,911
Foreign currency exchange gains/losses:
Foreign exchange gain of
6. Income Taxes
Consolidated
6 months ending 31 December 6 months ending 31 December
2025 2024
US $ US $
Current taxation
Current tax charge/ - -
(credit)
No Liability to corporation tax arose in ordinary activities for the half year ended
The tax assessed for the year utilised the standard rate of tax in the
Tax rate reconciliation:
Six months ended Six months ended
31 December 31 December
2025 2024
US $ US $
Loss from continuing operations before tax (3,265,409) (2,896,340)
Loss on continuing activities multiplied by
the rate of corporation tax in the UK of (816,352) (724,085)
25% (2024:25%)
Tax effects of:
Different tax rates in overseas 3,477 2,539
jurisdictions
Amounts which are not deductible/(taxable) 195,720 46,928
Unrecognised tax losses 617,155 674,618
Total tax charge/(credit) - -
7. Cash and Cash Equivalents
As at As at
31 December 30 June
2025 2025
US$ US$
Cash at bank and on hand 19,618,406 811,049
19,618,406 811,049
8. Trade and Other Receivables
As at As at
31 December 30 June
2025 2025
US$ US$
Trade receivables 27,529 29,771
Prepayments 1 2,679,688 193,776
Value added tax (VAT) receivables 1,709,995 1,493,655
Other receivables 2 6,346,657 657,071
10,763,869 2,374,273
Less: Non-current VAT receivable (141,607) (870,137)
Total current receivables 10,622,262 1,504,136
1)
Prepayments include an amount of
2)
Other receivables of
9. Intangible assets
As at As at
31 December 30 June
2025
2025
US$
US$
Saltend intangible assets
Carrying value
Balance at the beginning of the year 14,562,880 13,215,564
Additions - 223,690
Adjustment on currency translation (293,249) 1,123,626
Balance at the end of the period 14,269,631 14,562,880
Coola exploration and evaluation expenditure
Carrying value
Balance at the beginning of the year 456,914 396,697
Additions 225,102 60,217
Balance at the end of the period 682,016 456,914
Total intangibles 14,951,647 15,019,794
10. Property, plant and equipment
Buildings Plant and Development Assets under Motor Office Computer Total
equipment asset construction vehicles equipment equipment
US$ US$ US$ US$ US$ US$ US$ US$
Cost
Balance at 1 38,526 39,984 59,191,332 4,374,567 216,395 7,983 41,905 63,910,692
July 2025
Additions 375,120 115,276 10,182,235 - 91,368 - 9,621 10,773,620
R&D tax - - (9,083) - - - - (9,083)
credits
Technical
assistance - - (1,441,242) (194,103) - - - (1,635,345)
grants
received
Product
development - - - (508,609) - - - (508,609)
funding
received
Adjustment
on currency - - 92,232 (93,285) - - (465) (1,518)
translation
Balance at
31 December 413,646 155,260 68,015,474 3,578,570 307,763 7,983 51,061 72,529,757
2025
Depreciation
Balance at 1 10,068 17,839 - - 136,579 5,072 32,592 202,150
July 2025
Charge for 890 2,571 - - 12,769 282 2,696 19,208
the year
Adjustment
on currency - - - - - - (448) (448)
translation
Balance at
31 December 10,958 20,410 - - 149,348 5,354 34,840 220,910
2025
Net Book
Value
At 1 July 28,458 22,145 59,191,332 4,374,567 79,816 2,911 9,313 63,708,542
2025
At 31
December 402,688 134,850 68,015,474 3,578,570 158,415 2,629 16,221 72,308,847
2025
11. Trade and other Payables
As at As at
31 December 30 June
2025 2025
US$ US$
Trade and other payables 8,059,804 12,278,293
Accrued expenses 1,410,968 1,906,951
Statutory liabilities 57,304 42,360
9,528,076 14,227,604
12. Loans and borrowings
As at As at
31 December 30 June
2025 2025
US$ US$
Interest bearing liabilities (current)
Bridging loan facility 8,656,270 16,320,116
External loan facility 2,602,739 840,000
Total 11,259,009 17,160,116
Net debt reconciliation
Cash and cash equivalents 19,618,406 811,049
Borrowings (11,259,009) (17,160,116)
8,359,397 (16,349,067)
Borrowings Cash Total
US$ US$ US$
Net (borrowings)/cash at 1 July 2025 (17,160,116) 811,049 (16,349,067)
Net cash used in operating activities - (14,560,078) (14,560,078)
Net cash used in investing activities - (10,854,534) (10,854,534)
Net proceeds from loans and borrowings (1,700,000) 1,700,000 -
Accrual of interest, net on borrowings 101,107 - 101,107
Proceeds from issues of equity securities - 25,069,170 25,069,170
FSDEA bridging loan conversion to equity 7,500,000 (7,500,000) -
FSDEA investment in Ozango - 25,000,000 25,000,000
Interest paid - (46,904) (46,904)
Foreign exchange movements - (297) (297)
Net cash/(borrowings) at 31 December 2025 (11,259,009) 19,618,406 8,359,397
A portion of the FSDEA loan facility was converted into equity during the period.
There was no interest charged during the period on the remaining FSDEA loan (
The group received an additional
The company’s shareholding in Ozango acts as security for the bridging loan facility from FSDEA.
In terms of the external loan facility, the company charged its shares in its subsidiaries as security for the facility. The charge covers the shares held by the company in Sable Min Unipessoal Lda, SBLRTHS Unipessoal Lda and Saltend Magnet Metals Limited.
13.
As at 31 December As at 31 December As at 30 June As at 30 June
2025 2025 2025 2025
Number US$ Number US$
Fully paid
ordinary shares
Balance at the
beginning of the 299,171,989 372,767 288,772,873 361,440
period
Shares issued 10 3,290,476 4,457 2,098,223 2,667
September 2025
Share Placement 4,828,970 6,483 1,500,000 1,938
15 October 2025
Share Placement 8,208,750 11,013 - -
18 December 2025
Shares issued 18 23,148,148 30,989 - -
December 2025
Correction - - - (2,457)
Shares issued on
STI and LTI - - 3,943,750 5,320
awards
Share Placement 125,000 167 2,857,143 3,859
18 December 2025
Share Placement
on exercise of 474,356 635 - -
warrants 18
December 2025
Balance at 339,247,689 426,511 299,171,989 372,767
period end
Placements during half year ending
On
On
On
On
On
Placements during half year ending
On
Share options on issue
As at
Performance rights on issue
There are no performance rights outstanding as at period end.
14. Commitments for Expenditure
The group has certain obligations to perform exploration work and expend minimum amounts of money on mineral exploration tenements.
No provision is required for minimum expenditure requirements in respect of tenements.
(i) Exploration Commitments
There were no commitments for payments under exploration permits and mineral leases in existence at the reporting date, but not recognised as liabilities payable, as well as at
(ii) Capital Commitments
Capital expenditure contracted for at the reporting date but not yet incurred was as follows:
As at
As at
30 June
31 December 2025
2025
US$
US$
Capital expenditure 22,303,840 2,502,588
The expenditure relates primarily to the
15. Contingent Liabilities and Contingent Assets
The Directors are not aware of any other contingent liabilities or contingent assets that are likely to have a material effect on the results of the Group as disclosed in these financial statements.
16. Share-based Payments
Half year ended
During the period, no share awards and no short-term bonus share awards were issued to directors, senior management and employees.
No legacy awards remained to vest during the period.
Half year ended
During the period, no share awards and no short-term bonus share awards were issued to directors, senior management and employees.
No legacy awards remained to vest during the period.
17. Loss per share
Six months ended 31 Six months ended 31 December
December 2024
2025
cents per share
cents per share
Basic loss per share
From continuing operations 1.07 1.00
Total basic loss per share 1.07 1.00
Diluted loss per share
From continuing operations 1.07 1.00
Total diluted loss per 1.07 1.00
share
Basic loss per share
The net loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:
Unaudited
Unaudited
As at
As at
31 December
31 December 2025
2024
US$
US$
Net loss (3,265,409) (2,896,340)
Losses used in the calculation of basic loss per (3,265,409) (2,896,340)
share from continuing operations
Losses used in the calculation of diluted loss (3,265,409) (2,896,340)
per share attributable to ordinary shareholders
As at As at
31 December 2025 31 December
2024
No.
No.
Weighted average number of ordinary shares for the
purposes of calculating basic loss per share and 305,579,476 290,125,332
diluted loss per share
No options (
Potential ordinary shares that could dilute basic earnings per share in the future but were anti-dilutive for the period, amounted to 21,847,141 shares (
18. Related party transactions
During the previous year,
During the period,
19. Notes to the Consolidated Statement of Cashflows
Reconciliation of loss for the period to net cash flows from operating activities
Six months ended Six months ended
31 December 31 December 2024
2025
US$
US$
Net loss (3,265,409) (2,896,340)
Add/less non-cash items
Depreciation 19,208 18,997
Share based payments 782,293 174,645
Reversal of impairment loss on financial (551,395) (59,075)
assets
Foreign exchange (gains)/losses (1,577,896) 409,504
Finance costs – interest accrued and costs 725,908 -
associated with lender warrants
VAT written off 158,507 -
Changes in Trade and other receivables 237,928 (94,614)
Changes in Trade and other payables (2,854,587) 53,119
Net cash used in operating activities (6,325,443) (2,393,764)
Reconciliation of additions to property, plant and equipment and intangibles to payments for property, plant and equipment and intangibles used in investing activities
Six months ended Six months ended
31 December 31 December 2024
2025
US$
US$
Additions to property, plant and equipment 10 (10,773,620) (4,160,534)
Additions to Saltend intangible assets 9 (225,102) (143,570)
Total additions (10,998,722) (4,304,104)
Capital items included in working capital (4,999,892) (65,850)
Payments for property, plant and equipment
and intangibles (15,998,614) (4,369,954)
(cash flow investing activities)
20. Subsequent events
On
On
No other matters or circumstances have arisen since
-- The Group’s operations in future financial years;
-- The results of those operations in future financial years; or
-- The Group’s state of affairs in future financial years.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge: a. the Condensed Interim Report have been prepared in accordance with IAS 34 Interim Financial Reporting and give a true and fair view of the assets, liabilities, financial position and profit of the Group; and b. the Interim Management Report includes a fair review of the information required by FCA’s Disclosure and Transparency Rules (DTR 4.2.7 R and 4.2.8 R).
By order of the Board
Mr
