REG - Mkango Resources Ltd - SHARE OPTION, RSU AWARDS AND EXERCISE OF WARRANTS

Mkango ResourcesAnnouncement

27/03/2025 07:15

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RNS Number : 3965C  Mkango Resources Limited  27 March 2025

 

 

 

 

MKANGO RESOURCES LTD.

550 Burrard Street

Suite 2900

Vancouver

BC V6C 0A3

Canada

 

MKANGO ANNOUNCES SHARE OPTION AND RSU AWARDS

AND EXERCISE OF WARRANTS

 

London / Vancouver: 27 March 2025 - Mkango Resources Ltd (AIM / TSX-V:MKA)
(the "Company" or "Mkango"), announces that, subject to regulatory approval,
Mkango has granted 800,000 stock options over 800,000 common shares of the
Company ("Options") to directors, officers and employees of the Company in
accordance with the Company's existing Option Plan, and 1,455,000 Restricted
Share Units ("RSUs') to officers of the Company in accordance with its
existing RSU Plan.

Each Option is exercisable for one common share of Mkango ("Mkango Shares"),
with an exercise price of $0.255  CAD (approximately 13.9p using an exchange
rate of 1.84 CAD:GBP) per common share, being the closing price of the Mkango
Shares on the TSX-V on 26 March 2025. The Options will vest over the next 18
months and are valid for a period of ten years from the date of the grant.

The Options granted to the following directors and officers are in accordance
with the Company's Stock Option Plan.

 

 Name of director/officer  Proposed New Options  Total Options Held after grant
 Shaun Treacy              210,000               1,580,000

 Non-Executive Director
 Susan Muir                210,000               1,580,000

 Non-Executive Director
 Philipa Varris            210,000               610,000

 Non-Executive Director

 

The Company has also issued 1,455,000 Restricted Share Units to Will Dawes,
Alexander Lemon and Robert Sewell with certain vesting conditions. Each RSU
will, upon vesting, be capable of being redeemed for one Mkango Share.

Of the total number of RSUs, 20% of these RSUs are contingent on first
production being achieved in the UK by the end of Q2 2025, 40% are contingent
on first production being achieved in Germany by the end of 2025, and 40% are
contingent on the listing of Lancaster Exploration on the NASDAQ exchange and
the successful completion of the SPAC transaction by the end of 2025.

 

 

 Name of director/officer  Proposed New RSUs  Total RSUs Held after award
 Will Dawes                500,000            5,239,717

 Chief Executive Officer
 Alexander Lemon           500,000            5,239,717

 President
 Robert Sewell             455,000            2,402,589

 Chief Financial Officer

 

Following the issue of Options and the grant of RSUs referred to above, the
total number of common shares issuable pursuant to the Company's
securities-based compensation plans is 31,600,357, representing 9.7 per cent
of the Company's total issued share capital (taking into account the exercise
of the warrants referred to below).

EXERCISE OF WARRANTS

The Company has received notification that one of Mkango's warrant holders has
exercised 209,375 warrants over common shares in the Company, at a price of
eight (8) pence per common share. Accordingly, the Company has provisionally
issued 209,375 common shares to satisfy this exercise.

The Warrant Shares will rank pari passu with the Company's existing shares and
application has been made for the Warrant 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 4 April
2025. The Warrant 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
Warrants, 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 327,052,907 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.

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, 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 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 HyProMag's 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 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.

Songwe Hill is one of the few rare earths projects to have progressed to the
Definitive Feasibility Stage, with an expected life of mine of 18 years,
producing a 55% mixed rare earth carbonate, yielding 1,953 tons per annum of
NdPr and 56 tons per annum of DyTb.

Mkango's proposed Pulawy separation facility site, located in a Special
Economic Zone in Poland, stands adjacent to the EU's second largest
manufacturer of nitrogen fertilisers, and features established infrastructure,
access to reagents and utilities on site.  The Pulawy rare earths separation
project in Poland has been designated as a Strategic Project by the European
Commission under the Critical Raw Materials Act ("CRMA").

Mkango has signed a letter of Intent with Crown PropTech Acquisitions to list
Mkango's Songwe Hill and Pulawy Rare Earths Projects on NASDAQ via a SPAC
Merger.

For more information, please visit www.mkango.ca (about%3Ablank)

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

This news release contains forward-looking statements (within the meaning of
that term under applicable securities laws) with respect to Mkango. Generally,
forward looking statements can be identified by the use of words such as
"targeted", "plans", "expects" or "is expected to", "scheduled", "estimates"
"intends", "anticipates", "believes", or variations of such words and phrases,
or statements that certain actions, events or results "can", "may", "could",
"would", "should", "might" or "will", occur or be achieved, or the negative
connotations thereof. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the plans,
intentions or expectations upon which they are based will occur. By their
nature, forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties, both general and specific, that contribute to
the possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual performance
and results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such
forward-looking statements. Such factors and risks include, without limiting
the foregoing,  the availability of (or delays in obtaining) financing to
develop Songwe Hill, and the various recycling plants in the UK, Germany and
the US as well as the separation plant in Poland, governmental action and
other market effects on global demand and pricing for the metals and
associated downstream products for which Mkango is exploring, researching and
developing, geological, technical and regulatory matters relating to the
development of Songwe Hill, the various recycling plants in the UK, Germany
and the US as well as the separation plant in Poland, 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 Maginito and Mkango, availability of
scrap supplies for recycling activities, government regulation (including the
impact of environmental and other regulations) on and the economics in
relation to recycling and the development of the various recycling and
separation plants of Mkango and Maginito and 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, and the positive
results of feasibility studies on the various proposed aspects of Mkango's,
Maginito's and CoTec's activities. The forward-looking statements contained in
this news release are made as of the date of this news release. Except as
required by law, the Company disclaims any intention and assume no obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law.
Additionally, the Company undertakes no obligation to comment on the
expectations of, or statements made by, third parties in respect of the
matters discussed above.

 

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, Jen Clarke, Devik Mehta

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

                                                                         4)    Shaun Treacy

                                                                         5)    Susan Muir

                                                                         6)    Philipa Varris
 2          Reason for the notification
 a)         Position/status                                              1)    Chief Executive Officer

                                                                         2)    President and Co-Founder

                                                                         3)    Chief Financial Officer

                                                                         3)    Non-Executive Director

                                                                         3)    Non-Executive Director

                                                                         3)    Non-Executive Director

 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  Proposed New RSU's and Proposed New Options

            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)    nil            500,000

                                                                                           2)    nil            500,000

                                                                                           3)    nil            455,000

                                                                                           4)    CAD$0.255      210,000

                                                                                           5)    CAD$0.255      210,000

                                                                                           6)    CAD$0.255      210,000
 d)         Aggregated information

Price(s)        Volume(s)
            - Aggregated volume                                          1-3) nil        1,455,000

                                                            4-6) CAD$0.255  630,000
            - Price

 e)         Date of the transaction                                      27 March 2025
 f)         Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

- Price

 

 

 Price(s)        Volume(s)
 1-3) nil        1,455,000
 4-6) CAD$0.255  630,000

e)

Date of the transaction

27 March 2025

f)

Place of the transaction

Outside a trading venue

 

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