Senior structured entry. Controlling exit.
A US$265M asset-backed convertible into Cascade Natural Resources, converting at a fixed US$530M cap for a 50% equity stake — with phased capital deployed to take Longonjo from 30.8% to a 51% controlling position across the midstream value chain.
Structured Commitment
US$265M
Convertible Debt + Preferential Shares
Conversion Equity
50.0%
of CNR at US$530M fixed conversion
Control Pathway
30.8% → 51%
Longonjo stake across two tranches
Integration Re-Rate
50.5x
EV multiple at full downstream integration
From minority exposure to controlling ownership
A sequenced US$265M deployment — Tranche 1 funds the move to 30.8% of Longonjo; Tranche 2 closes out a 51% controlling stake into the listing window.
Deployment Chronogram
Two-tranche capital release · May 2026 → Apr 2027 · gated against ownership milestones
Tranche 1A
US$41.57M
Tranche 1B
US$64.59M
Tranche 1C
US$58.84M
Tranche 02
US$100M
From Cascade to the Longonjo asset
The full chain of vehicles between Cascade Natural Resources and the Longonjo HREE deposit — including Pensana PLC, Sable PT, Ozango SA, and the residual FSDEA and minority interests.
Senior secured pre-listing, fixed-cap conversion at Nasdaq
The US$265M instrument is deployed as a senior secured convertible, collateralised by 50% of Cascade's shareholdings in Longojo asset (through Pensana PLC and Sable PT). At the Nasdaq listing, it converts into 50% of CNR at a fixed US$530M valuation cap — independent of Longonjo's listing valuation — with all post-conversion distributions split flat 50 / 50 across the 20-year LOM.
Senior Secured Convertible
Pre-Listing — Downside Protected
US$265M deployed as a senior secured convertible instrument, collateralised by 50% of Cascade's shareholdings in Longojo asset (through Pensana PLC and Sable PT). Investor ranks senior in the capital structure with full creditor protections until conversion.
Pre-Listing Instrument
Senior Secured
Fixed-Cap Equity Conversion
At Nasdaq Listing — US$530M Cap
At the Nasdaq listing event, the convertible converts at a contractually fixed US$530M valuation cap — independent of Longonjo's prevailing market valuation at listing — into direct, freely tradeable shares of the listed entity (no longer CNR holdco paper). This delivers immediate exchange-traded liquidity, enabling the New Investor to execute a partial or full liquidity event at its discretion, while retaining full upside on any re-rate above the cap.
Conversion Valuation
US$530M Cap
Three valuation gates, one continuous re-rate
Returns scale as the asset moves up the midstream value chain — from post-funding control into separated oxides and, ultimately, finished NdFeB magnets benchmarked against MP Materials.
Post-Funding Gate
First re-rate. Cascade at 51% control of Longonjo, EPCM mobilized, Project Finance secured, offtake architecture in place.
Ore → Oxide Gate
Unlocks separated NdPr / Dy / Tb oxide margins — midstream integration captures the rare-earth processing premium.
Ore → Magnet Gate
Full vertical integration into NdFeB sintered magnets — terminal re-rate to Western-allied magnet peer comparables.
Longonjo EV multiples reference total enterprise value at each gate. New Investor MOIC is computed on a 25.5% look-through stake in Longonjo (US$265M ticket → 25.5% economic interest, against current implied EV of US$960M). The ladder is sequential — each gate is unlocked by the prior step's CAPEX and operational milestone, with peer comparables anchoring Western-allied rare-earth and magnet players.
41,316 tonnes of JORC-audited Dy₂O₃, inside a U.S.-funded corridor.
A controlling position in the heavy rare earth elements underpinning Western defense systems and EV traction motors — de-risked by the U.S. Export-Import Bank backed Lobito Infrastructure Corridor.
Full overview of the assetRequires password: atlantic2026
41,316 t
Confirmed JORC Dy₂O₃ Resource
Defense-Grade
Western EV & Defense Supply
Lobito Corridor
U.S. EXIM-Backed Infrastructure
Indicative commitments welcomed ahead of June 5th.
We are coordinating allocations through early June to align with the EPCM mobilization window. Reach out at your convenience to discuss participation, request diligence materials, or schedule a call with the deal team.
Access code: atlantic2026