Executive Compensation and Issue of Shares
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MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
EXECUTIVE COMPENSATION AND ISSUE OF SHARES
London / Vancouver: 28 February 2025 – Mkango Resources Ltd. (AIM/TSX-V: MKA) (the “Company” or
“Mkango”) announces that in connectio n with the reduction in executive management salaries and associated
bonus scheme as announced on 10 May 2024, the Company will, subject to TSX-V approval, issue a total of
577,271 common shares (“Placement Shares”) to manageme nt. Of the total, 236,363 shares will be issued to
William Dawes, 236,363 shares to Alexander Lemon and 104,545 shares to Robert Sewell, structured for tax and
regulatory reasons as a cash bonus a nd private placement of the after-tax amounts of the bonus at a price per
share of 11p (equivalent to C$0.199, using the Bank of Ca nada exchange rate as of closing on 25 February 2025
of £1:C$1.8092 (the “Private Placement”). The value of the after-tax bonus to be invested in the shares of the
Corporation is £26,000 (C$47,039) for William Dawes and Alexander Lemon, and £11,500 (C$20,806) for Robert
Sewell.
The non-executive Directors resumed being compensated from 1 January 2025 onwards.
The Private Placement
The post tax bonuses, totalling £63,500 (C$114,884), will be used by Mr Dawes, Mr Lemon and Mr Sewell to
subscribe for the Placement Shares at an issue price of 11p (C$0.199), which equates to a premium of 3% and a
discount of 3% to the trailing five-day volume weighted average price (“VWAP”) of Mkango’s shares on AIM and
TSX-V respectively.
The Private Placement is expected to close on or ar ound 10 March 2025 and is subject to the receipt of all
necessary approvals including the approval of the TSX-V, and admission of the Placem ent Shares to trading on
AIM.
The Placement Shares will rank pari passu with the Company’s existing shares and application has been made for
the Placement 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 10 March 2025. The
Placement 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 Placement Shares, and will also be listed for trading on the TSX-V.
In accordance with the Disclosure Gu idance 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
326,843,532 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 determin e 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.
The issuance of the Placement Shares to William Dawe s, Alexander Lemon and Robert Sewell constitutes a
related party transaction under Multilateral Instrument 61- 101 – Protection of Minority Security Holdings in
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Special Transactions (“61-101”). The issuance of the Placement Shares to William Dawes, Alexander Lemon and
Robert Sewell is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to
Subsection 5.5(b) of MI 61-101 as no securities of th e Company are listed on certain exchanges specified by MI
61-101. The issuance of the Placement Shares to Willia m Dawes, Alexander Lemon and Robert Sewell is also
exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection
5.7(1)(a) of MI 61-101 as, at the time such issuance was agreed to, neither the fair market value of the issuance
nor the consideration therefore exceeded 25% of Mkango’s market capitalisation. The issuance of the Placement
Shares to William Dawes, Alexander Lemon and Robert Sewell was approved by the directors of Mkango other
than William Dawes and Alexander Lemon.
Related party transactions under the AIM Rules for Companies (the “AIM Rules”)
As William Dawes and Alexander Lemon are directors of the Company, their participation in the Private
Placement also constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The directors
independent of this transaction, being Derek Linfield, Susan Muir, Shaun Treacy and Philipa Varris, consider,
having consulted with SP Angel Corporate Finance LLP, the Company’s nominated adviser, that the terms of Mr
Dawes’ and Mr Lemon’s participation in the Private Placement, are fair and reasonable insofar as the Company’s
shareholders are concerned.
About Mkango
Mkango is listed on the AIM and the TSX-V. Mkango’s corp orate 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, dysp rosium 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 and a 90 per cent direct and i ndirect 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 tec hnology 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 explorat ion 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.
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
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, forwar d looking statements can be identified by the use of
words such as “targeted”, “plans”, “expects” or “is expected to”, “scheduled”, “estim ates” “intends”,
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“anticipates”, “believes”, or variations of such words and phrases, or statemen ts that certain actions, events or
results “can”, “may”, “could”, “wou ld”, “should”, “might” or “will”, occur or be achieved, or the negative
connotations thereof. Readers are cautioned not to pl ace 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, know n 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 mate rially from any estimates or projecti ons of future performance or results
expressed or implied by such forward-looking statements . Such factors and risks in clude, without limiting the
foregoing, receipt of TSX-V approval fo r the Subscription, the availability of (o r 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 develo pment of Songwe Hill, 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 recy cling 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 buildi ng and operating the plants, and the positive results of
feasibility studies on the various proposed aspects of Mk ango’s, Maginito’s and CoTec’s activities. The forward-
looking statements contained in this news release are ma de 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
[email protected] [email protected]
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
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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 Unit ed 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 TRAN SACTIONS 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
2 Reason for the notification
a)
Position/status 1) Chief Executive Officer
2) President and Co-Founder
3) Chief Financial Officer
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 repeat ed for (i) each type of instrument; (ii) each
type of transaction; (iii) ea ch date; and (iv) each place where transactions have been
conducted
a)
Description of
the financial
instrument,
type of
instrument
Common shares of nil par value each
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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) 11p
2) 11p
3) 11p
236,363
236,363
104,545
d)
Aggregated
information
- Aggregated
volume
- Price
Price(s) Volume(s)
1-3) 11p 577,271
e) Date of the
transaction
28 February 2025
f) Place of the
transaction
Outside a trading venue