MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
EXECUTIVE COMPENSATION AND ISSUE OF
SHARES
London / Vancouver: 28 October 2024 - Mkango Resources Ltd. (AIM/TSX-V:
MKA) (the "Company" or "Mkango") announces
that in connection with the reduction in executive management
salaries and associated bonus scheme as announced on 10 May 2024,
the Company will, subject to TSX-V approval, issue a total of
1,583,332 common shares ("Placement 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 6p (equivalent to C$0.108, using the Bank of Canada
exchange rate as of closing on 25 October 2024 of £1:C$1.8005) (the
"Private Placement"). The value of the after-tax bonus to be
invested in the shares of the Corporation is £40,000 (C$72,020) for
William Dawes and Alexander Lemon, and £15,000 (C$27,008) for
Robert 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 re-approved by the Company's
shareholders at its annual general and special meeting on 25
October 2023 ("RSU Plan"), to William Dawes (938,333 RSUs),
Alexander Lemon (938,333 RSUs) and Robert 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 of the
Company's issued and outstanding shares.
The
Private Placement
The post tax bonuses, totalling
£95,000 (C$171,048), will be used by Mr Dawes, Mr Lemon and Mr
Sewell to subscribe for the Placement Shares at an issue price of
6p (C$0.108), which equates to a premium of 1% and 8% 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 8 November 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
("Admission"). It is expected that Admission will become effective
and dealings in the Placement Shares will commence at 8:00 am on or
around 8 November 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 William Dawes, Alexander Lemon and Robert Sewell constitutes a
related party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holdings in Special Transactions
("61-101"). The issuance of the Placement Shares to William
Dawes, Alexander Lemon and Robert 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 William Dawes, Alexander Lemon
and Robert 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% of Mkango's market
capitalisation. The issuance of the Placement Shares to
William Dawes, Alexander Lemon and Robert Sewell was approved by
the directors of Mkango other than William Dawes and Alexander
Lemon.
Related party transactions under the AIM Rules for Companies
(the "AIM Rules")
As William Dawes and Alexander 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' and Mr Lemon's participation in the Private Placement, are
fair and reasonable insofar as the Company's shareholders are
concerned.
About Mkango
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 Limited ("Maginito"), which is owned 79.4 per
cent by Mkango and 20.6 per cent by CoTec Holdings Limited
("CoTec"), 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 Limited ("HyProMag") and a 90 per cent direct
and indirect interest (assuming conversion of a convertible loan)
in HyProMag GmbH, focused on short loop rare earth magnet recycling
in the UK and Germany, respectively, and a 100 per cent interest in
Mkango Rare Earths UK Ltd ("Mkango UK"), focused on long loop rare
earth magnet recycling in the UK via a chemical route.
Maginito and CoTec are also
rolling out HyProMag's recycling technology into the United States
via the 50/50 owned HyProMag USA LLC joint venture company.
HyProMag is also evaluating other jurisdictions,
and recently launched a collaboration with Envipro on rare earth
magnet recycling in Japan.
Mkango also owns the advanced stage Songwe Hill rare
earths project and an extensive rare earths, uranium, tantalum,
niobium, rutile, nickel and cobalt exploration portfolio in Malawi,
and the Pulawy rare earths separation project in Poland.
For more information, please
visit www.mkango.ca
For further
information on Mkango, please contact:
Mkango Resources
Limited
William
Dawes
Alexander Lemon
Chief Executive Officer
President
will@mkango.ca
alex@mkango.ca
Canada: +1 403 444 5979
www.mkango.com
@MkangoResources
SP Angel
Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Caroline Rowe
UK: +44 20 3470 0470
Alternative Resource
Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: +44 20 7186 9004/5
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.
NOTIFICATION
AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH
THEM:
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
1) William Dawes
2) Alexander Lemon
3) Robert
Sewell
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
1) Chief Executive
Officer
2) President and
Co-Founder
3) Chief Financial
Officer
|
|
b)
|
Initial notification /Amendment
|
Initial Notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Mkango Resources Ltd
|
|
b)
|
LEI
|
213800RPILRWRUYNTS85
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type
of instrument
|
Common shares of nil par value each
|
|
Identification code
|
ISIN: CA60686A4090
|
|
|
|
|
b)
|
Nature of the transaction
|
Issue of Common Shares in connection with
a Private Placement
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price(s)
|
Volume(s)
|
|
1) 6p
2) 6p
3) 6p
|
666,666
666,666
250,000
|
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
Price(s)
|
Volume(s)
|
|
1-3) 6p
|
1,583,332
|
|
|
e)
|
Date of the transaction
|
28 October 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
1) William Dawes
2) Alexander Lemon
3) Robert
Sewell
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
1) Chief Executive
Officer
2) President and
Co-Founder
3) Chief Financial
Officer
|
|
b)
|
Initial notification /Amendment
|
Initial Notification
|
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Mkango Resources Ltd
|
|
b)
|
LEI
|
213800RPILRWRUYNTS85
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type
of instrument
|
RSU over common shares of nil par value
each
|
|
Identification code
|
ISIN: CA60686A4090
|
|
|
|
|
b)
|
Nature of the transaction
|
Issue of Restricted Share
Units
|
|
c)
|
Price(s) and volume(s)
|
|
|
Price(s)
|
Volume(s)
|
|
1) nil
2) nil
3) nil
|
938,333
938,333
938,333
|
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
2,814,999 RSU
|
Price(s)
|
Volume(s)
|
|
1-3) nil
|
2,814,999
|
|
|
e)
|
Date of the transaction
|
28 October 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|