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Mkango Resources Ltd (2)
Symbol MKA
Shares Issued 349,231,496
Close 2026-03-31 C$ 0.66
Market Cap C$ 230,492,787
Recent Sedar+ Documents

Mkango completes 12.5-million-British-pound fundraise

2026-04-01 14:22 ET - News Release

Mr. William Dawes reports

MKANGO RESOURCES LIMITED ANNOUNCES RESULTS OF FUNDRAISE OF POUNDS STERLING12.5 MILLION

Mkango Resources Ltd. successfully completed the fundraise announced yesterday. The fundraise generated strong demand, was significantly oversubscribed and as a result was upsized from gross proceeds of 10 million British pounds (approximately $18.4-million) to 12.5 million British pounds (approximately $23-million).

A total of 37,878,788 new common shares in the capital of the company have been conditionally placed with or subscribed for by new and existing investors at the placing price of 33 pence (60.6375 cents) per common share. On settlement, the fundraise will raise gross proceeds of approximately 12.5 million British pounds (approximately $23-million) for the company before expenses consisting of:

  • 30,909,154 new common shares pursuant to the placing raising gross proceeds of approximately 10.2 million British pounds (approximately $18.7-million);
  • 636,300 new common shares pursuant to the LIFE (listed issuer financing exemption) offering raising gross proceeds of approximately 200,000 British pounds (approximately $400,000);
  • 3,030,303 new common shares pursuant to the retail offer, raising gross proceeds of approximately one million British pounds (approximately $1.8-million);
  • 3,303,031 new common shares pursuant to the subscription, raising gross proceeds of approximately 1.1 million British pounds (approximately $2-million).

The new common shares to be issued in aggregate pursuant to the fundraise represent approximately 10.8 per cent of the issued share capital of the company prior to the fundraise.

The placing was conducted by Peel Hunt LLP, H&P Advisory Ltd., and Alternative Resource Capital, a trading name of Shard Capital Partners LLP (ARC), acting together as joint bookrunners, while Red Cloud Securities Inc. acted as Canadian adviser in respect of the placing and the LIFE offering. JUB Capital Management LLP acted as corporate finance adviser in respect of introducing investors pursuant to the placing and the subscription.

Applications will be made: (a) for the offer shares to be admitted to trading on AIM (Alternative Investment Market); and (b) for the fundraise to be conditionally accepted by the TSX Venture Exchange, subject to the company satisfying all of the requirements of the TSX-V. It is currently expected that the offer shares will: (a) be admitted to trading on AIM at 8 a.m. London time on April 10, 2026; and (b) commence trading on the TSX-V on April 10, 2026, subject to acceptance of the TSX-V.

It is expected that settlement of the offer shares will occur on April 10, 2026, on a T+5 basis in accordance with the instructions given to the joint bookrunners, the terms of the subscription agreements, the terms of the offering document and the terms of the retail offer.

The offer shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued common shares of the company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The fundraise is conditional upon, among other things, the placing agreement between the company and the banks becoming unconditional and not being terminated in accordance with its terms, the AIM admission becoming effective, and acceptance by the TSX-V.

The company intends to utilize the net proceeds of the fundraise as set out below to support its growth opportunities (a potential acquisition in Germany); for capital expenditure requirements at its United Kingdom and German operations (including the required feasibility studies on the expansion of both of those plants); and for working capital.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering shares that may be sold in Canada under the LIFE offering will be offered for sale to purchasers in British Columbia, Alberta, Saskatchewan and Ontario, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. New common shares issued under the listed issuer financing exemption will not be subject to a hold period under Canadian securities legislation. New common shares may also be offered for sale to purchasers outside of Canada, including, but not limited to, qualified institutional buyers in the United States, pursuant to one or more exemptions from registration requirements of the U.S. Securities Act of 1933, as amended. The placing shares, the subscription shares and the RetailBook offer shares will be 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 therefor.

There will be an amended offering document related to the LIFE offering in Canada that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors in Canada should read the amended offering document before making an investment decision.

TSX-V related party transaction

The company's interim chief financial officer, Tim Slater, has participated in the Retail offer for 150,000 British pounds (equivalent to $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, 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 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 TSX-V, 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 per cent of the company's market capitalization. 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 wished to close on an expedited basis for business reasons.

William Dawes, chief executive officer, commented: "Following strong demand from both new institutional and existing investors, we are pleased to have completed this successful, upsized fundraise. The support we have received is a clear endorsement of Mkango's strategy and the long-term opportunity across our businesses, which span the whole rare earths supply chain. Importantly, this financing strengthens our balance sheet and provides us with flexibility to advance our near-term priorities, including growth initiatives in the U.K., Germany and beyond. We are very conscious of the challenging market conditions; however, this result demonstrates the resilience of our business and the confidence investors continue to place in Mkango."

Total voting rights

In accordance with the disclosure guidance and transparency rules (DTR 5.6.1R), the company hereby notifies the market that, immediately following admission of the offer shares, its issued and outstanding share capital will consist of 387,110,284 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.

Unless otherwise stated, all amounts in this announcement are based on an exchange rate of one British pound to $1.8375, as set out in the company's proposed fundraise launch announcement released on March 31, 2026.

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., 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 Ltd. 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 United Kingdom and Germany, respectively, and a 100-per-cent interest in Mkango Rare Earths U.K. Ltd., focused on long-loop rare earth magnet recycling in the United Kingdom through a chemical route.

Maginito and Cotec are also rolling out HPMS recycling technology into the United States through the 50/50-owned HyProMag USA LLC joint venture company.

Mkango also owns the advanced-stage Songwe Hill rare earths project in Malawi and the Pulawy rare earths separation project in Poland. 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 with Crown PropTech Acquisitions (CPTK) to list the Songwe Hill and Pulawy rare earths projects on the Nasdaq Stock Market through a special-purpose acquisition company (SPAC) merger under the name Mkango Rare Earths Ltd.

We seek Safe Harbor.

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