PENSANA PLC

• ⚠

  Material uncertainty over going concern

  The financial statements have been prepared on the going concern basis, which contemplates the realisation of assets and discharge of liabilities in the normal course of business. As stated in Note 3 to the financial statements, a material uncertainty related to going concern exists that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern.

Figures converted to GBP from US$ at 0.748 per US$ (Frankfurter spot rate) — hover any figure for the original. — indicates the figure wasn't present under that line item in that period. About these numbers

• Turnover

  +817.8%

  £4,349,290 → £39,918,159

• Cash

  -46.5%

  £1,132,824 → £606,301

• Net assets

  -0.8%

  £38,092,109 → £37,770,754

• Employees

  +7.8%

  51 → 55

• Operating profit

  -97.6%

  -£4,349,290 → -£8,595,284

• Profit before tax

  -97.6%

  -£4,349,290 → -£8,595,284

• Wages

  +217.1%

  £757,898 → £2,403,466

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

1. PENSANA PLC 2021-02-11 → present
2. PENSANA RARE EARTHS PLC 2019-09-13 → 2021-02-11

Accounting basis

IFRS

Reporting scope

Consolidated group

Auditor

BDO LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“The financial statements have been prepared on the going concern basis, which contemplates the realisation of assets and discharge of liabilities in the normal course of business. As stated in Note 3 to the financial statements, a material uncertainty related to going concern exists that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern.”

Group structure

1. PENSANA PLC · parent
   1. Saltend Magnet Metals Limited 100% · United Kingdom
   2. Pensana Metals Limited 100% · Australia · Mining
   3. Carlton Resources Proprietary Limited 100% · Australia · Holding company
   4. Carlton Miyabi Tanzania Limited 100% · Tanzania · Holding company
   5. Carlton Kitongo Tanzania Limited 100% · Tanzania · Holding company
   6. Bright Star Tanzania Limited 100% · Tanzania · Holding company
   7. Rift Valley Resources (Africa) Proprietary Limited 100% · Australia · Holding company
   8. Rift Valley Resources Tanzania Limited 100% · Tanzania · Holding company
   9. Tamanh Goldfields Australia Operations Proprietary Limited 100% · Australia · Holding company
   10. Sable Minerals Proprietary Limited 100% · Australia · Holding company
   11. Sable Min Unipessoal Lda (previously Sable Rare Earths GmbH) 100% · Portugal · Holding company
   12. Ozango Minerais SA 84% · Angola · Mining
   13. Coola Mining LDA 90% · Angola · Exploration
   14. Mtemi O (Tanzania) Limited 100% · Tanzania · Holding company
   15. Mtemi U (Tanzania) Limited 100% · Tanzania · Holding company

Significant events

• “Funding approvals of US$268 million and initial deployment of US$25 million by Fundo Soberano de Angola (FSDEA) for Longonjo project.”
• “In May 2025, the company secured a £2 million equity placement to major shareholder M&G Investment Management.”
• “Memorandum of understanding (MOU) with ReElement Technologies to develop a sustainable rare earth supply chain.”
• “Further offtake and co-operation agreements signed with major Japanese partners Hitachi Metals Ltd, and Toyota Tsusho Corporation.”
• “Secured a 4 million technical assistance grant funding from the US International Development Finance Corporation (DFC).”
• “Achievement of the EcoVadis gold medal, indicating ESG performance among top 5% of companies.”
• “In September 2025, a proposed share consolidation and potential listing for Pensana on the Nasdaq Stock Market was announced.”
• “Appointment of rare earths veteran Karen Brown as chief operating officer, effective 1 October 2025.”
• “In July 2025, Ozango Minerals SA received US$25 million first tranche Longonjo equity funding from FSDEA.”
• “On 10 September 2025, company issued 3,250,478 new ordinary shares for £2 million placement to institutional shareholders.”
• “Subsequent to year-end, the planning permission for Saltend refinery, obtained in 2023, expired.”
• “In October 2025, the company and Wood entered into a full and final settlement agreement in relation to historical invoices.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

13

last 12 months

Capital events

8

last 24 months

Officers appointed

0

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.