REG - Mkango Resources Ltd - RetailBook Offer

Mkango ResourcesAnnouncement

Tue 17:15

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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 (https://www.retailbook.com/) ;

·      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 (mailto:partners@retailbook.com) ;

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

 

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
(mailto:partners@retailbook.com) . UK Investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/investors (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                                   Canada: +1 403 444 5979

 William Dawes

 Chief Executive Officer

 will@mkango.ca (mailto:will@mkango.ca)

 Alexander Lemon

 President

 alex@mkango.ca

 @MkangoResources
 RetailBook Limited                                     c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                      (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Mike Ward / James Deal                                 (mailto:capitalmarkets@retailbook.com)

 SP Angel Corporate Finance LLP, Nominated Adviser      UK: +44 20 3470 0470

 Jeff Keating, Jen Clarke, Caroline Rowe, Devik Mehta
 Montfort Communications                                UK: +44 (0)20 3514 0897

 Nick Miles, Ann-marie Wilkinson, Jack Hickman

 mkango@montfort.london

 

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.

 

 

 

END

 

 

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