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RNS Number : 9011Z Mkango Resources Limited 10 April 2026
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, THE REPUBLIC
OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's proposed fundraise launch announcement
released on 31 March 2026, unless otherwise specified.
10 April 2026
CLOSING OF FUNDRAISE OF £12.5 million
Mkango Resources Ltd (AIM/TSX-V: MKA) (the "Company" or "Mkango") is pleased
to announce that, further to its announcements on 31 March and 1 April 2026,
it has successfully closed its Fundraise. £12.5 million (approximately C$23.0
million) was raised before expenses consisting of:
· 30,909,154 new Common Shares pursuant to the Placing raising gross
proceeds of approximately £10.2 million (approximately C$18.7 million);
· 636,300 new Common Shares pursuant to the LIFE Offering raising gross
proceeds of approximately £0.2 million (approximately C$0.4 million);
· 3,030,303 new Common Shares pursuant to the Retail Offer, raising
gross proceeds of approximately £1.0 million (approximately C$1.8 million);
and
· 3,303,031 new Common Shares pursuant to the Subscription, raising
gross proceeds of approximately £1.1 million (approximately C$2.0 million).
The Company intends to utilise the net proceeds of the Fundraise to support
its growth opportunities (a potential acquisition in Germany); for capital
expenditure requirements at its UK and German operations (including the
required feasibility studies on the expansion of both of those plants); and
working capital.
Under the Fundraise, the Company issued an aggregate of 37,878,788 new Common
Shares at a price per share of £0.33 (C$0.606375). Admission of the new
Common Shares issued pursuant to the Fundraise has become effective on AIM and
such shares have been conditionally accepted for listing on the TSX Venture
Exchange, subject to fulfilment of customary closing conditions.
Peel Hunt LLP ("Peel Hunt"), H&P Advisory Limited ("H&P") and
Alternative Resource Capital, a trading name of Shard Capital Partners LLP
("ARC") acted as joint bookrunners in connection with the Placing (together
the "Joint Bookrunners" or the "Banks"). In consideration for their services,
the Joint Bookrunners will receive aggregate fees and commissions of £435,583
(C$800,384), comprising (i) a base commission of 5.0% of the gross proceeds of
the Placing, (ii) a discretionary commission of up to 1.0% of the gross
proceeds of the Placing. In addition, ARC will receive a corporate finance fee
of £5,000 (C$9,188).
Red Cloud Securities Inc. ("Red Cloud") acted as Canadian Adviser for the
Placing and the LIFE Offering. In consideration for their services, Red Cloud
will receive a cash commission of £10,499 (C$19,292) representing a 5.0%
commission of the gross proceeds received from investors introduced by Red
Cloud.
JUB Capital Management LLP ("JUB") acted as Corporate Finance Adviser in
respect of the Placing and the Subscription. In consideration for its
services, JUB will receive a cash commission of £241,818 (C$444,341),
representing a commission of 6% of the gross proceeds received from investors
introduced by JUB, as well as a corporate finance fee of £10,000 (C$18,375).
SP Angel Corporate Finance LLP ("SP Angel") acted as Nominated Adviser and,
for their services, will receive a corporate finance fee of £10,000.
RetailBook Limited ("RetailBook") provided the platform for the Retail Offer.
RetailBook will receive a fee of £32,500 (C$59,719), representing a
commission of 3.25% of the gross proceeds from the sale of Common Shares to
investors subscribing through RetailBook.
The new Common Shares issued pursuant to the Placing, the Retail Offer and the
Subscription are subject to 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 the Placing Shares, the Subscription Shares and the RetailBook Offer
Shares in Canada or to a Canadian must be made in accordance with such resale
restrictions or in reliance on an available exemption therefrom. The new
Common Shares issued pursuant to the LIFE Offering were offered by way of the
listed issuer financing exemption under Part 5A of National Instrument 45-106
- Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order
45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing
Exemption (the "Order"), in the provinces of British Columbia, Alberta,
Saskatchewan and Ontario. Pursuant to NI 45-106 and the Order, the Common
Shares issued to Canadian residents under the LIFE Offering are not subject to
resale restrictions. The Company relied on the exemptions in Part 5A and the
Order, and was qualified to distribute shares in reliance on the exemptions
included therein.
Unless otherwise stated, all amounts in this Announcement are based on an
exchange rate of £1:C$1.8375, being the closing exchange rate on the Bank of
Canada website on 31 March 2026.
TSX-V Related Party Transaction
The Company's interim CFO, Tim Slater, has participated in the Retail Offer
for £150,000 (equivalent to C$275,625). As such, the participation of such
officer in the Retail Offer constitutes 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.
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 relied 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 did 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.
Contacts:
Mkango Resources Limited
William Dawes
Chief Executive Officer
will@mkango.ca (mailto:will@mkango.ca)
Alexander Lemon
President
alex@mkango.ca (mailto:alex@mkango.ca)
Canada: +1 403 444 5979
www.mkango.ca
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@MkangoResources
(https://nzkyv7ng.r.us-west-2.awstrack.me/L0/https:%2F%2Fnewsletter.adnetcms.com%2Fl%2FuEP892PahTLmRyDDplrZj2Ig%2Fmg763oUN892AH1xBmQL7akhCJw%2F1I6Cj4o763Rkdi60SAj763Ye892A/1/0101019c2c9a1ce6-2399c6a0-a8d1-4159-926b-47ffd47de667-000000/TwEjTEBp_Xt_koYbeRAmI60tSBs=465)
SP Angel Corporate Finance LLP
Nominated Adviser
Jen Clarke, Caroline Rowe, Devik Mehta
UK: +44 20 3470 0470
Peel Hunt LLP
Joint Bookrunner
Ross Allister, Emily Bhasin
Sohail Akbar, Nicolas Wilks, Ambika Bose
UK: +44 (020) 7418 8900
Alternative Resource Capital
Joint Bookrunner
Alex Wood, Keith Dowsing
UK: +44 (020) 4530 9160/77
H&P Advisory Limited
Joint Bookrunner
Andrew Chubb, Leif Powis, Jay Ashfield
UK: +44 20 7907 8500
RetailBook Limited
Mike Ward / James Deal
capitalmarkets@retailbook.com
Red Cloud Securities Inc.
Canadian Adviser
ecm@redcloudsecurities.com (mailto:ecm@redcloudsecurities.com)
JUB Capital Management LLP
Corporate Finance Adviser
Adam Dziubinski
+44 208 159 2558
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
UK: +44 (0)20 3514 0897
mkango@montfort.london (mailto:mkango@montfort.london)
About Mkango Resources Ltd.
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, 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 ("Proposed Business Combination").
For more information, please visit www.mkango.ca
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IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements" or "forward-looking information" (collectively,
"forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"anticipate", "believes", "continue", "could", "estimate", "forecast",
"intends", "may", "plan", "predicts", "projects", "should", "will",
"potential" and other similar expressions. They appear in a number of places
throughout this Announcement and include statements regarding the Company's
and the Directors' intentions, beliefs or current expectations concerning,
amongst other things, the results of the Fundraise, the issuance of the Offer
Shares, the amount to be raised pursuant to the Fundraise, the Company's
prospects, growth and strategy. By their nature, forward-looking statements
are subject to numerous risks and uncertainties that contribute to the
possibility that predictions, forecasts and projections and other
forward-looking statements will not occur, or that actual results will differ
from such forward-looking statements. Such risks and uncertainties include but
are not limited to: satisfaction of the conditions precedent included in the
Placing Agreement and no termination rights arising thereunder, satisfaction
of the conditions precedent in the Subscription Agreements, including payment
of the subscription proceeds required pursuant to such agreements, stock
market volatility, the risks of the ongoing war in the Middle East, the
availability of (or delays in obtaining) financing to develop the recycling
plants in the UK, Germany and the US, as well as Songwe Hill and the proposed
separation plant in Poland, governmental action and other market effects on
global demand and pricing for the metals and associated downstream products
for which the Company is exploring, researching and developing, the
restrictions in place whilst equipment and infrastructure is owned by the
University of Birmingham, the ability to scale the HPMS and chemical recycling
technologies to commercial scale, competitors having greater financial
capability and effective competing technologies in the recycling and
separation business of the Company and HyProMag, availability of scrap
supplies for recycling activities, governmental regulation (including the
impact of environmental and other regulations) on and the economics in
relation to recycling and the development of the recycling and separation
plants of the Company and HyProMag, future investments in the United States
pursuant to the cooperation agreement between Maginito and CoTec, the outcome
and timing of the completion of the feasibility studies, cost overruns,
complexities in building and operating the plants, the positive results of
feasibility studies on the various proposed aspects of the Company's,
Maginito's and CoTec's activities, meeting conditions to DFC funding
commitment for Songwe, successful completion of the transaction contemplated
by the Business Combination Agreement with CPTK, agreeing the final terms of
the acquisition agreement with the seller for the German magnet acquisition
referred to above, obtaining the necessary regulatory approvals in Germany for
such transaction and meeting the other conditions precedent to completing such
transaction, general economic conditions, industry conditions, volatility of
commodity prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, changes in environmental, tax and royalty legislation,
competition from other industry participants, the lack of availability of
qualified personnel or management, stock market volatility, and ability to
access sufficient capital from internal and external sources and those risk
factors identified in the Company's publicly filed disclosure documents
available at www.sedarplus.ca/landingpage.
The forward-looking statements in this Announcement may also include financial
outlooks and other forward-looking metrics relating to the Company. To the
extent any forward-looking statements in this Announcement constitutes
"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.
Any forward-looking statements that the Company makes in this Announcement
speak only as of the date of such statement and (other than in accordance with
their legal or regulatory obligations) neither the Company, nor the Joint
Bookrunners nor SP Angel Corporate Finance LLP ("SP Angel") nor any of their
respective associates, directors, officers or advisers shall be obliged to
update or revise such statements, whether as a result of new information,
future events or otherwise, except as required by law. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
SP Angel, which is authorised and regulated in the United Kingdom by the FCA,
is acting as Nominated Adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on SP Angel by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder, SP Angel
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. SP Angel accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement. The responsibilities of
SP Angel as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to acquire shares
in the capital of the Company in reliance on any part of this Announcement, or
otherwise.
Each of the Banks are authorised and regulated in the United Kingdom by the
FCA and are acting as joint bookrunners exclusively for the Company and no one
else in connection with the Fundraise and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the Fundraise or the contents of this Announcement, nor will it be responsible
to anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed by FSMA or the regulatory regime established thereunder, none
of the Banks accept responsibility whatsoever, or make any representation or
warranty, express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. Each of the Banks
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. The content of this Announcement has not been approved
by an authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity may expose
an individual to a significant risk of losing all of the property or other
assets invested. The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an appropriate
independent financial adviser.
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA, the London
Stock Exchange, the TSX-V or any Canadian securities regulatory authority) in
relation to the Fundraise, Admission or listing on the TSX-V except for the
Offering Document and the Amended Offering Document prepared in connection
with the LIFE Offering.
In connection with the Placing, the Banks may release communications to the
market as to the extent to which the book is "covered". A communication that a
transaction is, or that the books are, "covered" refers to the position of the
order book at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms indicated or at
all, or that if the transaction does take place, the securities will be fully
distributed by the Banks.
This Announcement (the "Announcement") is for information purposes only and is
directed only at persons whose ordinary activities involve them acquiring,
holding, managing and disposing of investments (as principal or agent) for the
purposes of their business and who have professional experience in matters
relating to investments and are: (a) if in a member state of the European
Economic Area (the "EEA"), persons who are qualified investors ("Qualified
Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation"); or (b) if in the United Kingdom, qualified
investors within the meaning of paragraph 15 of schedule 1 of the Public
Offers And Admissions To Trading Regulations 2024 (the "POATR"), who are also:
(i) persons who fall within the definition of "investment professionals" in
article 19(5) of The Financial Services And Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within
Article 49(2)(a) to (d) of the Order; or (iii) persons to whom they may
otherwise be lawfully communicated (all such persons together being referred
to as "Relevant Persons").
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) in the United
Kingdom, by persons who are not Relevant Persons. Any investment or investment
activity to which this Announcement relates is only available to (i) in any
member state of the EEA, Qualified Investors; and (ii) in the United Kingdom,
Relevant Persons, and will only be engaged in with such persons.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. persons into whose possession this Announcement comes are required to
inform themselves about, and to observe, any such restrictions.
This Announcement and the information contained herein is not for release,
publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Hong Kong, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful.
This Announcement has been issued by and is the sole responsibility of the
Company. This Announcement does not itself constitute or form part of an offer
for sale or subscription of any securities in the Company in any jurisdiction
including, without limitation, the United States or any other Restricted
Territory. There will be no public offer of the Placing Shares in the United
Kingdom, the United States, Canada any other Restricted Territory or
elsewhere.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of, or with any securities regulatory authority of, any state
or other jurisdiction of the United States, and may not be offered, sold,
pledged, taken up, exercised, resold, transferred or delivered, directly or
indirectly, within, into or in the United States absent registration under the
US Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing is being made (a) outside the
United States in "offshore transactions" as defined in, and pursuant to,
Regulation S under the US Securities Act; and (b) in the United States only to
persons reasonably believed to be "qualified institutional buyers" as defined
in rule 144A of the US Securities Act pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and applicable state securities laws.
Purchasers of Placing Shares, the Retail Offer Shares and the Subscription
Shares are, by purchasing the Placing Shares ,the Retail Offer Shares and the
Subscription 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.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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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