RetailBook Offer

Mkango Resources

31/03/2026 17:03

RNS Number : 9180Y

Mkango Resources Limited

31 March 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MKANGO RESOURCES LTD.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

 

31 March 2026

 

Mkango Resources Ltd

("Mkango" or the "Company")

 

RetailBook Offer

 

·      Mkango announces a conditional retail offer of new Common Shares via RetailBook;

·      The Issue Price for the new Common Shares is 33 pence (equivalent to C$0.606375) per new Common Share, representing a discount of approximately 14.5 per cent to the closing mid-price on AIM of the Company's existing Common Shares on 31 March 2026 being the latest practicable business day prior to publication of this Announcement;

·      Investors can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation);

·      Applications for new Common Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");

·      The RetailBook Offer is available to both existing shareholders and new investors in the United Kingdom;

·      There is a minimum subscription of £250 per investor in the RetailBook Offer;

·      No commission will be charged by RetailBook on applications to the RetailBook Offer;

·      Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact partners@retailbook.com;

·      UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.

 

 

The RetailBook Offer

 

 

Mkango Resources Ltd (AIM/TSX-V: MKA), the AIM quoted and TSX-V listed rare earths magnet company, is pleased to announce a conditional retail offer of new common shares of no par value in the capital of the Company ("Common Shares") via RetailBook (the "RetailBook Offer") at an issue price of 33 pence (equivalent to C$0.606375) per new Common Share (the "Issue Price"), being a discount of approximately 14.5 per cent to the closing mid-price on AIM of the Company's existing Common Shares on 31 March 2026 being the latest practicable business day prior to publication of this Announcement. In addition to the RetailBook Offer, as announced by the Company earlier today (the "Fundraise Announcement"), the Company is also conducting a placing of new Common Shares to institutional investors by way of an accelerated bookbuilding process (the "Placing") together with the LIFE Offering and the Subscription (each as defined in the Fundraise Announcement and together with the Placing, the "Fundraise") to raise gross proceeds of approximately £10 million. For the avoidance of doubt, the RetailBook Offer is not part of the Placing, the LIFE Offering or the Subscription.

 

The RetailBook Offer is conditional on the Placing becoming unconditional and the new Common Shares to be issued pursuant to the RetailBook Offer (the "Retail Offer Shares") and the Placing (the "Placing Shares") being admitted to trading on AIM. Admission of the Placing Shares and the Retail Offer Shares to trading on AIM is expected to take place at 8:00 a.m. on 10 April 2026. The Fundraise is subject to conditional acceptance from the TSX-V and it is expected that the Placing Shares and the Retail Offer Shares will also commence trading on the TSX-V on 10 April 2026.

 

The RetailBook Offer will not be completed without the Placing also being completed.

 

The Company expects to utilise the net proceeds of the Fundraise to support its growth opportunities (a potential acquisition in Germany), capital expenditure requirements at its UK and German operations as well as for working capital purposes.

 

Reason for the RetailBook Offer

 

The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail and other interested investors in the United Kingdom the opportunity to participate in the RetailBook Offer.

 

The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The RetailBook Offer is expected to close at 8 p.m. on 31 March 2026 and may close earlier at the discretion of the Company or if it is oversubscribed.

 

Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. More information on RetailBook's partner network can be found here.

 

Applications for new Common Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.

 

The new Common Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Common Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

 

Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact partners@retailbook.com. UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.   

 

Eligibility for the RetailBook Offer

 

The RetailBook Offer is available to new and existing shareholders of the Company. To be eligible to participate in the RetailBook Offer, applicants must be a customer of a participating partner.

 

Eligible investors wishing to subscribe for new Common Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.

 

Some partners may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the RetailBook Offer.

 

The Company reserves the right to scale back any order under the RetailBook Offer at its discretion. The Company reserves the right to reject any application for subscription under the RetailBook Offer without giving any reason for such rejection.

 

It is a term of the RetailBook Offer that the aggregate value of the shares available for subscription at the Issue Price does not, unless further allocations are agreed by the Company at its discretion, exceed £1,000,000.

 

Related Party Transaction

 

Tim Slater, interim Chief Financial Officer of the Company,  being an insider, has indicated his intention to participate in the Retail Offer for approximately £150,000 (equivalent to C$ 276,000). As such, the participation of such officer in the Retail Offer will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and within the meaning of Policy 5.9 of the TSX-V rules. As a non-board director, Tim's participation does not constitute a related party transaction under AIM Rule 13.

 

Related party transactions require the Company to obtain a formal valuation and minority shareholder approval unless exemptions from these requirements are available under applicable Canadian securities laws. With respect to the Retail Offer, the Company is relying on the exemption from the formal valuation requirements in section 5.5(b) of MI 61-101, as the Company is listed on TSXV, and minority approval requirements in section 5.7(1)(a) of MI 61-101, as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company's market capitalisation. The Company did not file a material change report at least 21 days prior to the expected closing of the Retail Offer as participation of the insiders had not been confirmed at that time and the Company wishes to close on an expedited basis for business reasons.

 

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

 

It should be noted that a subscription for new Common Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Common Shares if they are in any doubt.

 

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

 

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

 

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

 

Unless otherwise stated, all amounts in this announcement are based on an exchange rate of £1:C$1.8375 based on Bank of Canada closing exchange rate on 30 March 2026).

 

Enquiries

 

Mkango Resources Ltd
William Dawes
Chief Executive Officer
will@mkango.ca
Alexander Lemon
President
alex@mkango.ca
@MkangoResources
Canada: +1 403 444 5979
RetailBook Limited
Mike Ward / James Deal
capitalmarkets@retailbook.com
SP Angel Corporate Finance LLP, Nominated Adviser
Jeff Keating, Jen Clarke, Caroline Rowe, Devik Mehta
UK: +44 20 3470 0470
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
mkango@montfort.london
UK: +44 (0)20 3514 0897

 

Further information on the Company can be found on its website at www.mkango.ca

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Retail Book Limited ("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The RetailBook Offer is offered in the United Kingdom under an exemption from the requirement to publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such, there is no need for publication of a prospectus pursuant to the FCA Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the "PRM"), or for approval of the same by the FCA. The RetailBook Offer is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, offering memorandum, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the RetailBook Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.

 

This announcement is not for publication or distribution in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

The new Common Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act.

 

No prospectus or offering memorandum has been prepared or filed with any securities commission or similar regulatory authority in Canada in connection with the RetailBook Offer, no securities commission or similar regulatory authority in Canada has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the RetailBook Offer. The Common Shares offered pursuant to the RetailBook Offer have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except pursuant to a Canadian prospectus or prospectus exemption. Any resale of the Retail Offer Shares in Canada or to a Canadian will be subject to statutory resale (hold) restrictions in Canada for a period of four months and one day from the date of issuance of such shares.  Any resale of such Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefor.  

Purchasers of Common Shares offered pursuant to the RetailBook Offer are, by purchasing such shares, deemed to represent and warrant to the Company that they are not in Canada, are purchasing such shares with investment intent and not with a view to distribution in Canada.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

 

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new Common Shares in Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is authorised and regulated in the United Kingdom by the FCA (FRN 994238).

 

The value of Common Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

 

To the extent any forward-looking statements in this announcement constitute "future-oriented financial information" or "financial outlooks" within the meaning of applicable securities laws (collectively, "FOFI"), such information is being provided to demonstrate the Company's internal projections and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such FOFI. FOFI, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks and uncertainties set out above. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue and profitability may differ materially from the revenue and profitability profiles provided in this Announcement. Such information is presented for illustrative purposes only and may not be an indication of the Company's actual financial position or results of operations.

 

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and RetailBook expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange, the TSX-V or applicable law.

 

The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The new Common Shares to be issued or sold pursuant to the RetailBook Offer will not be admitted to trading or listed on any stock exchange other than the London Stock Exchange and the TSX-V.

 

No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.

 

The TSX Venture Exchange has neither approved nor disapproved the contents of this Announcement. 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.

 

 

 

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