Mr. William Dawes reports
MKANGO RESOURCES LIMITED ANNOUNCES CLOSING OF FUNDRAISE OF 12.5 MILLION POUNDS STERLING
Further to its announcements on March 31 and April 1, 2026, Mkango Resources Ltd. has successfully closed its fundraise; 12.5 million British pounds (approximately $23-million) was raised before expenses consisting of:
- 30,909,154 new common shares pursuant to the placing raising gross proceeds of approximately 10.2 million British pounds (approximately $18.7-million);
- 636,300 new common shares pursuant to the LIFE (listed issuer financing exemption) offering raising gross proceeds of approximately 200,000 British pounds (approximately $400,000);
- 3,030,303 new common shares pursuant to the retail offer, raising gross proceeds of approximately one million British pounds (approximately $1.8-million);
- 3,303,031 new common shares pursuant to the subscription, raising gross proceeds of approximately 1.1 million British pounds (approximately $2-million).
The company intends to utilize the net proceeds of the fundraise to support its growth opportunities (a potential acquisition in Germany); for capital expenditure requirements at its United Kingdom and German operations (including the required feasibility studies on the expansion of both of those plants); and working capital.
Under the fundraise, the company issued an aggregate of 37,878,788 new common shares at a price per share of 33 pence (60.6375 cents). Admission of the new common shares issued pursuant to the fundraise has become effective on the AIM (Alternative Investment Market) and such shares have been conditionally accepted for listing on the TSX Venture Exchange, subject to fulfilment of customary closing conditions.
Peel Hunt LLP, H&P Advisory Ltd. and Alternative Resource Capital, a trading name of Shard Capital Partners LLP (ARC), acted as joint bookrunners in connection with the placing. In consideration for their services, the joint bookrunners will receive aggregate fees and commissions of 435,583 British pounds ($800,384), comprising: (i) a base commission of 5.0 per cent of the gross proceeds of the placing; and (ii) a discretionary commission of up to 1.0 per cent of the gross proceeds of the placing. In addition, ARC will receive a corporate finance fee of 5,000 British pounds ($9,188).
Red Cloud Securities Inc. acted as Canadian adviser for the placing and the LIFE offering. In consideration for their services, Red Cloud will receive a cash commission of 10,499 British pounds ($19,292), representing a 5.0-per-cent commission of the gross proceeds received from investors introduced by Red Cloud.
JUB Capital Management LLP acted as corporate finance adviser in respect of the placing and the subscription. In consideration for its services, JUB will receive a cash commission of 241,818 British pounds ($444,341), representing a commission of 6 per cent of the gross proceeds received from investors introduced by JUB, as well as a corporate finance fee of 10,000 British pounds ($18,375).
SP Angel Corporate Finance LLP acted as nominated adviser and, for its services, will receive a corporate finance fee of 10,000 British pounds.
RetailBook Ltd. provided the platform for the retail offer. RetailBook will receive a fee of 32,500 British pounds ($59,719), representing a commission of 3.25 per cent of the gross proceeds from the sale of common shares to investors subscribing through RetailBook.
The new common shares issued pursuant to the placing, the retail offer and the subscription are subject to resale (hold) restrictions in Canada for a period of four months and one day from the date of issuance of such shares. Any resale of the placing shares, the subscription shares and the RetailBook offer shares in Canada or to a Canadian must be made in accordance with such resale restrictions or in reliance on an available exemption therefrom. The new common shares issued pursuant to the LIFE offering were offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. Pursuant to NI 45-106 and the order, the common shares issued to Canadian residents under the LIFE offering are not subject to resale restrictions. The company relied on the exemptions in Part 5A and the order and was qualified to distribute shares in reliance on the exemptions included therein.
Unless otherwise stated, all amounts in this announcement are based on an exchange rate of one British pound to $1.8375, being the closing exchange rate on the Bank of Canada website on March 31, 2026.
TSX-V related party transaction
The company's interim chief financial officer, Tim Slater, has participated in the retail offer for 150,000 British pounds (equivalent to $275,625). As such, the participation of such officer in the retail offer constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the company to obtain a formal valuation and minority shareholder approval unless exemptions from these requirements are available under applicable Canadian securities laws. With respect to the retail offer, the company relied on the exemption from the formal valuation requirements in Section 5.5(b) of MI 61-101 as the company is listed on TSX-V and minority approval requirements in Section 5.7(1)(a) of MI 61-101 as the fair market value of the securities distributed to and the consideration received from interested parties did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days prior to the expected closing of the retail offer as participation of the insiders had not been confirmed at that time and the company wishes to close on an expedited basis for business reasons.
About Mkango Resources Ltd.
Mkango is listed on the AIM and the TSX-V. Mkango's corporate strategy is to become a market leader in the production of recycled rare earth magnets, alloys and oxides, through its interest in Maginito, which is owned 79.4 per cent by Mkango and 20.6 per cent by Cotec Holdings Corp., and develop new sustainable sources of neodymium, praseodymium, dysprosium and terbium to supply accelerating demand from electric vehicles, wind turbines and other clean energy technologies.
Maginito holds a 100-per-cent interest in HyProMag Ltd. and a 90-per-cent direct and indirect interest (assuming conversion of Maginito's convertible loan) in HyProMag GmbH, focused on short-loop rare earth magnet recycling in the United Kingdom and Germany, respectively, and a 100-per-cent interest in Mkango Rare Earths U.K. Ltd., focused on long-loop rare earth magnet recycling in the United Kingdom through a chemical route.
Maginito and Cotec are also rolling out HPMS (hydrogen processing of magnet scrap) recycling technology into the United States through the 50/50-owned HyProMag USA LLC joint venture company.
Mkango also owns the advanced-stage Songwe Hill rare earths project in Malawi and the Pulawy rare earths separation project in Poland. Both the Songwe and Pulawy projects have been selected as strategic projects under the European Union Critical Raw Materials Act. Mkango has signed a business combination agreement with Crown PropTech Acquisitions (CPTK) to list the Songwe Hill and Pulawy rare earths projects on the Nasdaq Stock Market through a special-purpose acquisition company (SPAC) merger under the name Mkango Rare Earths Ltd.
We seek Safe Harbor.
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