Mr. William Dawes reports

MKANGO RESOURCES LIMITED ANNOUNCES EXECUTIVE COMPENSATION AND ISSUE OF SHARES

Mkango Resources Ltd., in connection with the reduction in executive management salaries and associated bonus scheme as announced on May 10, 2024, will, subject to TSX Venture Exchange approval, issue a total of 1,583,332 common shares to management. Of the total, 666,666 shares will be issued to William Dawes, 666,666 shares to Alexander Lemon and 250,000 shares to Robert Sewell, structured for tax and regulatory reasons as a cash bonus and private placement of the after-tax amounts of the bonus at a price per share of six pence (equivalent to 10.8 Canadian cents, using the Bank of Canada exchange rate as of closing on Oct. 25, 2024, of one pound sterling to $1.8005 (Canadian). The value of the after-tax bonus to be invested in the shares of the corporation is 40,000 pounds ($72,020 (Canadian)) for Mr. Dawes and Mr. Lemon, and 15,000 pounds ($27,008 (Canadian) for Mr. Sewell.

Management believes that the company remains significantly undervalued, and will continue to take reduced salaries and invest any after-tax cash amounts received through the bonus scheme in the company's shares. The non-executive directors continue to take no compensation.

the company also announces that it has issued 2,814,999 restricted share units (RSUs) pursuant to the company's RSU plan, as reapproved by the company's shareholders at its annual general and special meeting on Oct. 25, 2023, to Mr. Dawes (938,333 RSUs), Mr. Lemon (938,333 RSUs) and Mr. Sewell (938,333 RSUs). Each RSU is exchangeable, on vesting, for one common share of the company. Following this grant of RSUs, the total number of common shares issuable pursuant to the company's securities-based compensation plans (the RSU plan, the stock option plan and the EMI stock option plan) is 29,345,357, representing 10 per cent per cent of the company's issued and outstanding shares.

The private placement

The posttax bonuses, totalling 95,000 pounds ($171,048 (Canadian)), will be used by Mr. Dawes, Mr. Lemon and Mr. Sewell to subscribe for the placement shares at an issue price of six pence (10.8 Canadian cents), which equates to a premium of 1 per cent and 8 per cent to the trailing five-day volume weighted average price (VWAP) of Mkango's shares on AIM and TSX-V respectively.

The private placement is expected to close on or around Nov. 8, 2024, and is subject to the receipt of all necessary approvals including the approval of the TSX-V, and admission of the placement shares to trading on AIM.

The placement shares will rank pari passu with the company's existing shares and application has been made for the placement shares to be admitted to trading on AIM. It is expected that admission will become effective and dealings in the placement shares will commence at 8 a.m. on or around Nov. 8, 2024. The placement shares will be subject to a statutory hold period in Canada expiring on the date that is four months and one day from issuance of the placement shares, and will also be listed for trading on the TSX-V.

In accordance with the disclosure guidance and transparency rules (DTR 5.6.1R), the company hereby notifies the market that immediately following admission, its issued and outstanding share capital will consist of 295,036,906 shares. The company does not hold any shares in treasury. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the company under the Financial Conduct Authority's disclosure and transparency rules.

The issuance of the placement shares to Mr. Dawes, Mr. Lemon and Mr. Sewell constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holdings in Special Transactions. The issuance of the placement shares to Mr. Dawes, Mr. Lemon and Mr. Sewell is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 as no securities of the company are listed on certain exchanges specified by MI 61-101. The issuance of the placement shares to Mr. Dawes, Mr. Lemon and Mr. Sewell is also exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 as, at the time such issuance was agreed to, neither the fair market value of the issuance nor the consideration therefore exceeded 25 per cent of Mkango's market capitalisation. The issuance of the placement shares to Mr. Dawes, Mr. Lemon and Mr. Sewell was approved by the directors of Mkango other than Mr. Dawes and Mr. Lemon.

Related party transactions under the AIM rules for companies

As Mr. Dawes and Mr. Lemon are directors of the company, their participation in the private placement also constitutes a related party transaction pursuant to Rule 13 of the AIM rules. The directors independent of this transaction, being Derek Linfield, Susan Muir, Shaun Treacy and Philipa Varris, consider, having consulted with SP Angel Corporate Finance LLP, the company's nominated adviser, that the terms of Mr. Dawes's and Mr. Lemon's participation in the private placement, are fair and reasonable insofar as the company's shareholders are concerned.

About Mkango Resources Ltd.

Mkango is listed on London's AIM and the TSX Venture Exchange. 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 Ltd., 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