Mkango Resources Ltd. (AIM / TSXV: MKA) (the “Company” or “Mkango”)
is pleased to announce a restructuring of its board to reflect the
increasingly international scope of the Company’s activities,
markets and shareholders, and in light of its progression towards
development of the Songwe Hill rare earths project in Malawi
(“Songwe”):
Summary
- Susan Muir has been appointed to the Board as
Non-executive Director with immediate effect. Ms Muir is a highly
experienced investor relations executive, with over 30 years’
experience in the mining sector and in capital markets. She is
based in Toronto and was formerly Vice President, Investor
Communications at Barrick Gold Corporation (“Barrick”).
- Sandra du Toit has been appointed to the Board
as Non-executive Director with immediate effect. Ms du Toit is a
highly experienced investment banker based in Johannesburg and has
advised on numerous transactions in the African mining and finance
space. She is currently Executive Vice President with Standard
Bank.
- Shaun Treacy has been appointed as a
consultant to the Company and will be nominated to join the Board
as Non-executive Director at the upcoming shareholders meeting of
the Company. Mr Treacy is a senior strategic and financial adviser.
He is based in Sydney, Australia and is currently Chief Investment
Officer for the private equity firm, Arete Capital Partners, and
previously held senior investment banking positions with JPMorgan,
Lehman Brothers, Nomura and UBS.
Mr Treacy and Ms du Toit will work closely with
Mkango’s management and its strategic partner, Talaxis Limited
(“Talaxis”), as the Company moves towards completion of a
feasibility study for Songwe, followed by project finance and mine
development, while Ms Muir’s experience and background will help to
enhance the Company’s profile in the North American and other
global markets.
In connection with the appointments of Ms Muir,
Ms du Toit and Mr Treacy, the board has granted each of them
335,000 options (the “Options”). Each Option will entitle the
holder thereof to acquire one common share of Mkango at an exercise
price equal to the higher of the TSX-V closing price of Mkango
shares on 27th, 28th August and 29th August, 2018,
exercisable for a period of 10 years from the date of grant. The
Options will vest in accordance with Mkango’s stock option plan or
as otherwise required by the TSX Venture Exchange (the “TSXV”). The
grant of the Options is subject to regulatory approval, including
the approval of the TSXV.
The Company has called a Special and Annual
General Meeting for October 2, 2018 (the “Meeting”). At the
Meeting shareholders will be asked to approve the continuance of
the Company from Alberta to British Columbia (the “Continuance”),
among other things. Current directors, Eugene Chen and David Berg,
will not stand for re-election at the Meeting. The mailing of a
management information circular to Mkango’s shareholders in
connection with the Meeting is expected in early September, 2018.
The Continuance is expected to occur following the Meeting,
provided that all shareholder, court, stock exchange and regulatory
approvals are obtained. The Continuance remains subject to the
approval of the TSXV.
Mkango is also pleased to announce that it has
released the Financial Statements and Management's Discussion and
Analysis for the period ending June 30, 2018. The reports will be
available under the Company's profile on SEDAR (www.sedar.com) and
on the Company's website
(http://www.mkango.ca/s/financials.asp).
Derek Linfield, Chairman,
commented: “It’s my pleasure to welcome Sandra, Susan and
Shaun to the Board. The appointment of our new directors
further broadens the Company’s international footprint and global
network, following the Company’s major transaction with Talaxis at
the end of 2017.
“The Board is extremely appreciative of the
contributions of David and Eugene who, over the last seven years,
have played key roles in setting the strategic direction for the
growth of the Company, enabling us to reach our current stage of
development. The addition of the new Board members will bring
complementary skill sets to those of the current Board and
positions the Company for its transformation from an exploration
company with an African-focused asset base into a development and
production company.”
Biographies
Susan Ann Muir, aged 61, is a seasoned Investor
Relations executive based in Toronto, and was previously Vice
President, Investor Communications at Barrick following a series of
increasingly senior roles since 2007. She was, most recently, Vice
President, Investor Relations & Corporate Communications at
Arizona Mining, which she joined in August, 2016. Prior to Barrick,
Susan also has 25 years of experience analyzing and covering large
and small cap precious metals equities, respectively, for several
major Canadian investment banks. Ms. Muir holds a Bachelor of Arts
from Concordia University.
There are no other disclosures in accordance
with Schedule 2(g) of the AIM Rules.
Sandra du Toit, aged 43, has been with Standard
Bank for over 10 years where, having previously been the Head of
Corporate Finance for Mining, she now focuses on complex,
cross-border African transactions in mining and metals, from an
advisory, capital markets and funding perspective. Sandra started
her career as an academic at the University of the Free State,
lecturing on company law and tax law, before joining Johannesburg
law firm Brink Cohen le Roux & Roodt. After graduating with an
undergraduate degree in accounting and tax, and a Master’s degree
in law, she became involved in the mining industry, working first
on the labour side of the business before moving on to the
corporate and commercial end of practice.
The following details in relation to the
appointment of Sandra du Toit are disclosed in accordance with
Schedule 2(g) of the AIM Rules:
|
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Current directorships |
Past directorships held within the last five
years |
None |
Main
Street 904 (Proprietary) Limited |
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There are no other disclosures in accordance
with Schedule 2(g) of the AIM Rules.
Shaun Treacy, aged 52, is currently Chief
Investment Officer for Arete Capital Partners, and was previously a
senior investment banker with JPMorgan (head of Metals and Mining
advisory for Europe, Middle East and Africa and Head of Natural
Resources in Australia), Lehman Brothers (Global head of Metals and
Mining), Nomura (Global Co-Head of Natural Resources and Power) and
UBS (Co-Head of All Industries Group for Asia and Vice Chairman of
the Global Metals and Mining Group) and worked as a corporate
finance adviser at Coopers & Lybrand. Shaun has lived and
worked in Australia, the United States, the United Kingdom and Hong
Kong, holds a Bachelor of Commerce degree from the University
of Queensland, a Graduate Diploma of Applied Finance &
Investment, is an Associate of the Institute of Chartered
Accountants in Australia and is a Member of the Australian
Institute of Company Directors.
About Mkango Resources
Limited
Mkango’s primary business is exploration for
rare earth elements and associated minerals in the Republic of
Malawi, a country whose hospitable people have earned it a
reputation as “the warm heart of Africa”. The Company holds
interests in three exclusive prospecting licenses in Malawi, the
Phalombe licence, the Thambani licence and the Chimimbe Hill
licence.
The main exploration target in the Company’s
80%-held Phalombe licence is the Songwe Hill Rare Earths Project,
which features carbonatite-hosted rare earth mineralisation and was
subject to previous exploration in the late 1980s. Mkango completed
an updated Pre-Feasibility Study for the project in November 2015
and a feasibility study (the “Feasibility Study”) is currently
underway, the initial phases of which include a major drilling
programme.
Under the terms of an agreement with Talaxis
(the “Talaxis Agreement”), Talaxis agreed to fully fund the
Feasibility Study by investing £12 million for a 49% interest in
the Songwe Project (via Mkango subsidiary Lancaster Exploration
Ltd). Talaxis will also have the option to acquire a further 26%
interest by arranging funding for project development, including
funding the equity component thereof. If Talaxis exercises its
option, Mkango will retain a 25% interest in Songwe, free carried
to production. To-date, Talaxis has invested £5 million, which is
funding the initial phase of the Feasibility Study, for a 20%
interest in the project with Mkango holding 80%.
Talaxis also agreed to invest a further £2
million to acquire a 49% interest in Maginito Ltd (“Maginito”), a
new subsidiary of Mkango focused on neodymium alloy powders,
magnets and other technologies. This includes the collaboration
with Metalysis Ltd announced in September 2017, which is focused on
advanced alloys using neodymium or praseodymium with other elements
for permanent magnet manufacturing. Permanent magnets are critical
materials for most electric vehicles, direct drive wind turbines
and many other high growth applications. Neodymium is a key rare
earth component at Songwe. To date, Talaxis has invested £1 million
for a 24.5% interest in Maginito with Mkango holding 75.5%.
The main exploration targets in Mkango’s
remaining two 100% held licences are, in the Thambani licence,
uranium, niobium, tantalum and zircon and, in the Chimimbe Hill
licence, nickel and cobalt.
For more information, please visit
www.mkango.ca.
Market Abuse Regulation (MAR)
Disclosure
Certain information contained in this
announcement may have been deemed inside information for the
purposes of Article 7 of Regulation (EU) No 596/2014 until the
release of this announcement.
Cautionary Note Regarding
Forward-Looking Statements
This news release contains forward-looking
statements (within the meaning of that term under applicable
securities laws) with respect to Mkango, its business and the
Project. Generally, forward looking statements can be identified by
the use of words such as “plans”, “expects” or “is expected”,
“scheduled”, “estimates” “intends”, “anticipates”, “believes”, or
variations of such words and phrases, or statements that certain
actions, events or results “can”, “may”, “could”, “would”,
“should”, “might” or “will”, occur or be achieved, or the negative
connotations thereof. Forward looking statements in this news
release include statements with respect to: Songwe; Mkango’s board
of directors; the Meeting; the Corporation’s planned
transformation; the Feasibility Study; and the Talaxis Agreement,
the use of proceeds to the Company therefrom and the timing of such
expenditures. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will
occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the
predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause actual performance and
results in future periods to differ materially from any estimates
or projections of future performance or results expressed or
implied by such forward-looking statements. Such factors and risks
include, without limiting the foregoing, market demand for the
metals and associated downstream products for which Mkango is
exploring, researching and developing, the positive results of a
feasibility study on the Project, delays in obtaining financing or
governmental or stock exchange approvals. The forward-looking
statements contained in this news release are made as of the date
of this news release. Except as required by law, the Company
disclaims any intention and assumes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable law. Additionally, the Company undertakes no obligation
to comment on the expectations of, or statements made by, third
parties in respect of the matters discussed above.
For further information on Mkango,
please contact:Mkango Resources
Limited
William Dawes Chief Executive
Officer will@mkango.ca UK: +44 207 3722 744Canada:
+1 403 444 5979www.mkango.ca@MkangoResources
Alexander LemonPresidentalex@mkango.ca
BlytheweighFinancial Public
RelationsTim Blythe, Camilla Horsfall, Julia TilleyUK: +44 207 138
3204
SP Angel Corporate Finance
LLPNominated Adviser and Joint BrokerJeff Keating,
Caroline RoweUK: +44 20 3470 0470
Alternative Resource
CapitalJoint BrokerAlex Wood, Rob CollinsUK: +44 20 7186
9004; +44 20 7186 9001
The TSX Venture Exchange has neither
approved nor disapproved the contents of this press release.
Neither the TSX Venture 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
securities of the Company in the United States. The securities of
the Company will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and
may not be offered or sold within the United States to, or for the
account or benefit of, U.S. persons except in certain transactions
exempt from the registration requirements of the U.S. Securities
Act.
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