REG - Mkango Resources Ltd - ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Mkango ResourcesAnnouncement

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RNS Number : 4228E  Mkango Resources Limited  15 May 2026

 

 

 

 

MKANGO RESOURCES
LTD.

550 Burrard
Street

Suite
2900

Vancouver

BC V6C
0A3

Canada

 

MKANGO ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

 

London / Vancouver: May 15 2026 - Mkango Resources Ltd (AIM/TSX-V: MKA) (the
"Company" or "Mkango"), announces that an annual general and special meeting
(the "Meeting") of the holders of common shares ("Shareholders") of the
Company will be held on June 5, 2026 to approve, amongst other matters, (i)
amendments (the "Amendments") to the Company's amended and restated stock
option plan, last approved by the Shareholders at the Company's last annual
meeting held on November 12, 2025 (the "Plan"), (ii) the extension of the term
of certain stock options, which were issued under the Plan to certain insiders
of the Company, from 10 years to 15 years, and (iii) the waiver of  oversight
by the TSX Venture Exchange (the "TSXV") of actions proposed to be undertaken
by Mkango Rare Earths Limited ("MKAR"), a wholly-owned subsidiary of the
Company, following the completion of MKAR's proposed merger transaction with
Crown Proptech Acquisitions and listing of the MKAR common shares on the
Nasdaq Stock Market (the "Proposed MKAR Transaction").

 

Amendments to Mkango's Stock Option Plan and Extension of Vesting Period of
Certain Options

The Plan currently requires that the maximum term of the options not exceed 10
years from the date of issue. Currently, 4,693,334 options, each with an
exercise price of C$0.06, will expire on June 15, 2026 and 2,175,000 options,
each with an exercise price of C$0.07, will expire on October 23, 2026
(collectively, the "Options"). The directors have amended the Plan to permit
the Company, subject to disinterested Shareholder approval at the Meeting and
the approval of the TSX-V, to extend the term of the Options to 15 years from
the date of issue (the "Extension").

 

If the Amendments are not approved, the holders of the Options will be
required to exercise the Options or let them lapse.

The reasons for requesting the approval of the Extension are included in the
Company's management information circular  dated May 4, 2026 (the "Circular")
mailed today to Shareholders and available on the Company's website at
mkango.ca/investors/annual-general-meeting/
(https://mkango.ca/investors/annual-general-meeting/) and under the Company's
profile on SEDAR+ at www.sedarplus.ca/home/ (http://www.sedarplus.ca/home/) .
Shareholders are encouraged to read the Circular prior to voting on the
resolution approving the new Option Plan containing the amendments permitting
the Extension.

If approved by Shareholders, the Extension will constitute a "related party
transaction" under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101").  The Extension will,
however, be exempt from the valuation requirements in MI 61-101 under section
5.5(b) of MI 61-101.  Whilst Mkango is seeking disinterested Shareholder
approval for the Extension at the Meeting, this approval is not required as a
result of the exemption provided in section 5.7(a) of MI 61-101.

Waiver of TSX-V Oversight over Activities of MKAR

The waiver of TSXV oversight over MKAR's future activities post the Proposed
MKAR Transaction is being sought on the basis that on completion of the
Proposed MKAR Transaction, MKAR is expected to be listed on Nasdaq and to
become subject to ongoing regulation and oversight by both the U.S. Securities
and Exchange Commission and Nasdaq.  The Company believes that such
regulation will be sufficient to protect the interests of the Company and its
shareholders vis-à-vis its subsidiary MKAR and that additional regulation by
the TSXV could result in delays that may adversely affect MKAR's operational
flexibility. Additional information in respect of the Proposed MKAR
Transaction and the approval being sought are included in the Circular, which
Shareholders are encouraged to read before voting on the resolution in respect
of the waiver.

 

About Mkango Resources Ltd.

 

Mkango is listed on the AIM and the TSXV. 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, which is owned 79.4 per
cent by Mkango and 20.6 per cent by CoTec Holdings Corp ("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 and a 90 per cent
direct and indirect interest (assuming conversion of Maginito's 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 HPMS recycling technology into the
United States via the 50/50 owned HyProMag USA LLC joint venture company.

 

Mkango also owns the advanced stage Songwe Hill rare earths project in Malawi
("Songwe") and the Pulawy rare earths separation project in Poland ("Pulawy").
Both the Songwe and Pulawy projects have been selected as Strategic Projects
under the European Union Critical Raw Materials Act. Mkango has signed a
business combination agreement ("Business Combination Agreement") with Crown
PropTech Acquisitions ("CPTK") to list the Songwe Hill and Pulawy rare earths
projects on NASDAQ via a SPAC Merger under the name Mkango Rare Earths
Limited.

 

For more information, please visit www.mkango.ca

 

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical facts contained in this
news release, including statements regarding MKAR's and Mkango's future
financial position, results of operations, business strategy, and plans and
objectives of their management team for future operations, as well as
statements relating to the proposed amendments to the Company's stock option
plan, the extension of certain stock options, the outcomes of the Meeting, the
waiver of TSXV oversight and the Proposed MKAR Transaction, are
forward-looking statements. Any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are also forward-looking statements. In
some cases, you can identify forward-looking statements by words such as
"estimate," "plan," "project," "forecast," "intend," "expect," "anticipate,"
"believe," "seek," "strategy," "future," "opportunity," "may," "target,"
"should," "will," "would," "will be," "will continue," "will likely result,"
"preliminary," or similar expressions that predict or indicate future events
or trends or that are not statements of historical matters, but the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements include, without limitation, the outlook for
Mkango's business, productivity, plans, goals for future operational
improvements, capital investments, operational performance, future market
conditions, economic performance, developments in the capital and credit
markets, expected future financial performance, capital expenditure plans and
timeline, mineral reserve and resource estimates, production and other
operating results, productivity improvements, expected net proceeds, expected
additional funding, the percentage of redemptions of CPTK's public
shareholders, growth prospects and outlook of MKAR's or Maginito's operations,
individually or in the aggregate, including the future listing of MKAR on
Nasdaq, as well as any information concerning possible or assumed future
results of operations of Mkango and MKAR. Forward-looking statements also
include statements regarding the expected benefits of the Proposed MKAR
Transaction. The forward-looking statements are based on the current
expectations of the respective management teams of CPTK, Mkango and MKAR, as
applicable, and are inherently subject to uncertainties and changes in
circumstance and their potential effects. These forward‑looking statements
are based on certain assumptions, including that required shareholder,
regulatory and stock exchange approvals will be obtained and that the Proposed
MKAR Transaction will be completed as currently contemplated. There can be no
assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or
other assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, (i)
the risk that the Proposed MKAR Transaction may not be completed in a timely
manner or at all, which may adversely affect the price of CPTK's, MKAR's or
Mkango's securities, (ii) the risk that the Proposed MKAR Transaction may not
be completed by CPTK's business combination deadline, or at all, and the
potential failure to obtain an extension of the business combination deadline
if sought by CPTK, MKAR or Mkango (iii) the failure to satisfy the conditions
to the consummation of the Proposed MKAR Transaction, including the approval
of the Business Combination Agreement by Mkango ,the shareholders of CPTK, and
the TSX-V, the satisfaction of the minimum cash amount following redemptions
by CPTK's public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) market risks, including the price of rare earth
materials, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement, (vi)
the effect of the announcement or pendency of the Proposed MKAR Transaction on
CPTK's, Mkango's or MKAR's business relationships, performance, and business
generally, (vii) the outcome of any legal proceedings that may be instituted
against CPTK or MKAR related to the Business Combination Agreement or the
Proposed MKAR Transaction, (viii) failure to realize the anticipated benefits
of the Proposed MKAR Transaction, (ix) the inability of MKAR to meet the
listing requirements of the Nasdaq Stock Market, or if listed, the inability
of MKAR to maintain the listing of its securities on the Nasdaq Stock Market,
(x) the risk that the price of MKAR securities may be volatile due to a
variety of factors, including changes in the highly competitive industries in
which MKAR plans to operate, variations in performance across competitors,
changes in laws, regulations, technologies, natural disasters or health
epidemics/pandemics, national security tensions, and macro-economic and social
environments affecting its business, and changes in the combined capital
structure, (xi) the inability to implement business plans, forecasts, and
other expectations after the completion of the Proposed MKAR Transaction,
identify and realize additional opportunities, and manage its growth and
expanding operations, (xii) the risk that Mkango may not be able to
successfully develop its assets, (xiii) the risk that Mkango will be unable to
raise additional capital to execute its business plan, which may not be
available on acceptable terms or at all, (xiv) political and social risks of
operating in Malawi or Poland, (xv) operational hazards and risks that Mkango
could face, and (xvi) the risk that additional financing in connection with
the Proposed MKAR Transaction may not be raised on favorable terms, in a
sufficient amount to satisfy the minimum cash amount condition to the Business
Combination Agreement. The foregoing list is not exhaustive, and there may be
additional risks that CPTK, Mkango, or MKAR presently do not know or that they
currently believe are immaterial. You should carefully consider the foregoing
factors, any other factors discussed in this news release and the other risks
and uncertainties described in CPTK's filings with the SEC, Mkango's filings
on SEDAR+, the risks to be described in a registration statement on Form F-4,
which will include a proxy statement/prospectus, and those discussed and
identified in filings made with the SEC by CPTK and MKAR, from time to time.
Mkango caution you against placing undue reliance on forward-looking
statements, which reflect current beliefs and are based on information
currently available as of the date a forward-looking statement is made.
Forward-looking statements set forth in this news release speak only as of the
date of this news release. None of CPTK, Mkango, or MKAR undertakes any
obligation to revise forward-looking statements to reflect future events,
changes in circumstances, or changes in beliefs. In the event that any
forward-looking statement is updated, no inference should be made that CPTK,
Mkango, or MKAR will make additional updates with respect to that statement,
related matters, or any other forward-looking statements. Any corrections or
revisions and other important assumptions and factors that could cause actual
results to differ materially from forward-looking statements, including
discussions of significant risk factors, may appear, up to the consummation of
the Proposed MKAR Transaction, in CPTK's or MKAR's public filings with the
SEC, which are or will be (as appropriate) accessible at www.sec.gov, or
Mkango's public filings on SEDAR+, which you are advised to review carefully.

 

 

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 (http://www.mkango.com)

@MkangoResources

 

Montfort Communications

Ann-marie Wilkinson, Jack Hickman

UK: +44 20 3514 0897

mkango@montfort.london

 

SP Angel Corporate Finance LLP

Nominated Adviser and Joint Broker

Caroline Rowe, Jen Clarke, Devik Mehta

UK: +44 20 3470 0470

 

Alternative Resource Capital

Joint Broker

Alex Wood, Keith Dowsing

UK: +44 20 4530 9160/9177

 

H&P Advisory Limited

Joint Broker

Andrew Chubb, Leif Powis, Jay Ashfield

UK: +44 20 7907 8500

 

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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