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File: #415405-v1-MKANGO NEWS RELEASE JULY 31, 2015.DOC
MKANGO RESOURCES LTD.
259 Windermere Road S.W.
Calgary, Alberta T3C 3L2
MKANGO RESOURCES RAISES C$750,000 IN FIRST TRANCHE OF PRIVATE PLACEMENT
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Calgary, Alberta: July 31, 2015 - Mkango Resources Ltd. (TSXV-MKA) (the "Corporation" or "Mkango") is pleased to annou
--->nce that it has closed the first tranche of its non-brokered private placement (the "Private Placement"), raising C$75
--->0,000 of the total Private Placement of up to C$1.5 million announced in its press release of July 6, 2015.
30,000,000 units (the "Units") were issued in the first tranche at a price of C$0.025 per Unit for gross cash proceeds
---> of C$750,000.
Each Unit will consist of one common share of the Corporation (a "Common Share") and one half of a Common Share purcha
--->se warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one Common Share at a price of C$0.05
--->for a period of 3 years following the closing date of the Private Placement.
If, after four months from the closing date of the Private Placement, the closing price (or the average of the 'bid' a
--->nd the 'ask', if not traded) of the Common Shares on the TSX Venture Exchange (the "TSX-V") exceeds C$0.075 for a peri
--->od of 20 consecutive trading days, the Corporation may, within three trading days thereof, accelerate the expiry of th
--->e Warrants to 20 trading days after the issuance of a news release announcing the new expiry date.
The Corporation paid cash finders' fees totalling C$3,500 and issued 1,680,000 Units and 1,820,000 finders' warrants i
--->n connection with the Private Placement. Each finder's warrant entitles the holder to acquire one Common Share for C$0
--->.05 until July 31, 2016.
An insider of the Corporation participated in the first tranche of the Private Placement, thereby making the Private P
--->lacement a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securi
--->ty Holders in Special Transactions ("MI 61-101"). The transaction, however, was exempt from the formal valuation and m
--->inority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued to or
---> the consideration paid by the insider exceed 25% of the Corporation's market capitalization. Derek Linfield, a direct
--->or of the Corporation, subscribed for 2,111,456 Units. Following the closing of the Private Placement, Mr. Linfield no
--->w beneficially owns or controls 3,672,956 Common Shares, representing approximately 3.5% of the issued and outstanding
---> Common Shares on an undiluted basis. Mr. Linfield also owns and controls a total of 2,555,728 Warrants. The Private P
--->lacement was unanimously approved by the directors of the Corporation. The Private Placement remains subject to final
---> acceptance of the TSX Venture Exchange.
The use of proceeds for the Private Placement will be for the continuation of flow sheet optimisation, product marketi
--->ng and other technical expenditures, expenditures related to the Environmental, Social and Health Impact assessment ("
--->ESHIA"), which are key components of the feasibility study, ongoing costs largely in Malawi and Canada, with the balan
--->ce made up of a contingency on aforementioned technical and ESHIA related expenditures, fees relating to the Private P
--->lacement and any non - contingent fees payable in connection with the proposed listing on the AIM board of the London
--->Stock Exchange.
The securities issued under the Private Placement, including any Common Shares issued on the exercise of the Warrants
--->and/or finder's warrants, have a hold period expiring on December 1, 2015.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements relating to the completion of the Private Placement on the te
--->rms set forth herein, the anticipated closing date of the Private Placement and the use of proceeds from the Private P
--->lacement, including the proposed listing of the Corporation on the AIM board of the London Stock Exchange. Readers ar
--->e cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, in
--->tentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve num
--->erous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possib
--->ility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may caus
--->e actual performance and results in future periods to differ materially from any estimates or projections of future pe
--->rformance or results expressed or implied by such forward-looking statements. Such factors and risks include, without
--->limiting the foregoing, delays in obtaining financing or governmental or stock exchange approvals.
The forward-looking statements contained in this press release are made as of the date of this press release. Except a
--->s required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-l
--->ooking statements, whether as a result of new information, future events or otherwise, except as required by applicabl
--->e securities law. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or stateme
--->nts made by, third parties in respect of the matters discussed above.
For further information, please contact:
William Dawes Alexander Lemon
Chief Executive Officer President
will@mkango.ca alex@mkango.ca
Office: +1 (403) 444 - 5979
www.mkango.ca
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Vent
--->ure Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange
--->) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any equity or other secur
--->ities of the Corporation in the United States. The securities of the Corporation will not be registered under the Unit
--->ed States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the Uni
--->ted States to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registrat
--->ion requirements of the U.S. Securities Act.
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