Mr. William Dawes reports
MKANGO RESOURCES LIMITED ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
An annual general and special meeting of the holders of common shares of Mkango Resources Ltd. will be held on June 5, 2026, to approve, amongst other matters: (i) amendments to the company's amended and restated stock option plan, last approved by the shareholders at the company's last annual meeting held on Nov. 12, 2025; (ii) the extension of the term of certain stock options, which were issued under the plan to certain insiders of the company, from 10 years to 15 years; and (iii) the waiver of oversight by the TSX Venture Exchange of actions proposed to be undertaken by Mkango Rare Earths Ltd. (MKAR), a wholly owned subsidiary of the company, following the completion of MKAR's proposed merger transaction with Crown Proptech Acquisitions and listing of the MKAR common shares on the Nasdaq Stock Market.
Amendments to Mkango's stock option plan and extension of vesting period of certain options
The plan currently requires that the maximum term of the options not exceed 10 years from the date of issue. Currently, 4,693,334 options, each with an exercise price of six cents, will expire on June 15, 2026, and 2,175,000 options, each with an exercise price of seven cents, will expire on Oct. 23, 2026. The directors have amended the plan to permit the company, subject to disinterested shareholder approval at the meeting and the approval of the TSX-V, to extend the term of the options to 15 years from the date of issue.
If the amendments are not approved, the holders of the options will be required to exercise the options or let them lapse.
The reasons for requesting the approval of the extension are included in the company's management information circular dated May 4, 2026, mailed today to shareholders and available on the company's website and under the company's profile on SEDAR+. Shareholders are encouraged to read the circular prior to voting on the resolution approving the new option plan containing the amendments permitting the extension.
If approved by shareholders, the extension will constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The extension will, however, be exempt from the valuation requirements in MI 61-101 under Section 5.5(b) of MI 61-101. Whilst Mkango is seeking disinterested shareholder approval for the extension at the meeting, this approval is not required as a result of the exemption provided in Section 5.7(a) of MI 61-101.
Waiver of TSX-V oversight over activities of MKAR
The waiver of TSX-V oversight over MKAR's future activities after the proposed MKAR transaction is being sought on the basis that, on completion of the proposed MKAR transaction, MKAR is expected to be listed on Nasdaq and to become subject to continuing regulation and oversight by both the U.S. Securities and Exchange Commission and Nasdaq. The company believes that such regulation will be sufficient to protect the interests of the company and its shareholders vis-a-vis its subsidiary MKAR and that additional regulation by the TSX-V could result in delays that may adversely affect MKAR's operational flexibility. Additional information in respect of the proposed MKAR transaction and the approval being sought are included in the circular, which shareholders are encouraged to read before voting on the resolution in respect of the waiver.
About Mkango Resources Ltd.
Mkango is listed on the AIM (Alternative Investment Market) 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 to 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 Nasdaq through a special-purpose acquisition company (SPAC) merger under the name Mkango Rare Earths.
We seek Safe Harbor.
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