REG - Mkango Resources Ltd - EXECUTIVE COMPENSATION AND ISSUE OF SHARES

Mkango ResourcesAnnouncement

28/10/2024 16:30

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RNS Number : 9227J  Mkango Resources Limited  28 October 2024

 

 

 

 

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 (about%3Ablank)

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      666,666

                                                                                           2)    6p      666,666

                                                                                           3)    6p      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

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      938,333

                                                                                           2)    nil      938,333

                                                                                           3)    nil      938,333
 d)         Aggregated information                                       2,814,999 RSU

            - Aggregated volume

            - Price

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

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

 

 

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