Mkango Announces Shareholder Approval for Talaxis Transaction
Mkango Announces Shareholder Approval for Talaxis Transaction
LONDON and CALGARY, Alberta, Jan. 18, 2018 -- Mkango Resources Ltd. (AIM:MKA) (TSX-V:MKA) (the " Company" or
"Mkango") is pleased announce that shareholders have approved the entering into and completion of the previously announced
investment transaction with Talaxis Limited (“ Talaxis ”) on a disinterested basis (after excluding any votes represented by
shares held by Talaxis) at its annual and special meeting of shareholders held in Toronto today (the “Meeting ”).
Subject to final TSX Venture Exchange approval, it is anticipated that investments of £5 million (comprising £2 million paid out
of escrow and £3 million from Talaxis) will be received by Mkango’s subsidiary, Lancaster Exploration Limited, and £1 million
will be received by Mkango’s new subsidiary, Maginito Limited, on or around January 24, 2018.
All other business put forth at the Meeting was also approved by shareholders of the Company, including:
• Re-election of Derek Linfield, William Dawes, Alexander Lemon, David Berg, Eugene Chen and Adrian Reynolds as
Directors of the Company;
• Re-appointment of Meyers Norris Penny LLP as auditors of the Company; and
• Approval of the Company’s stock option plan in accordance with the policies of the TSX Venture Exchange.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this announcement.
About Mkango Resources Limited
Mkango's primary business is the exploration for rare earth elements and associated minerals in the Republic of Malawi, a
country whose hospitable people have earned it a reputation as “the warm heart of Africa”. The Company holds three exclusive
prospecting licenses in Malawi, the Phalombe licence, the Thambani licence and the Chimimbe Hill licence.
The main exploration target in the Phalombe licence is the Songwe Hill rare earths’ deposit, which features carbonatite hosted
rare earth mineralisation and was subject to previous exploration in the late 1980s. Mkango completed an updated Pre-
feasibility Study for the project in November 2015.
In November 2017, Mkango entered into an agreement with Talaxis, a wholly owned subsidiary of Noble Group Limited,
whereby, subject to regulatory approval, Talaxis will fully fund a feasibility study for Songwe by investing £12 million (C$20
million) for a 49% interest in the project. Talaxis will also have the option to acquire a further 26% interest in the project by
arranging funding for project development.
In addition, by investing a further £2 million (C$3.3 million), Talaxis will acquire a 49% interest in Maginito Limited, a new
subsidiary of Mkango focused on neodymium alloy powders, magnet and other technologies. This includes the collaboration
with Metalysis Ltd announced in September 2017, which is focused on advanced alloys using neodymium or praseodymium
with other elements for permanent magnet manufacturing. Permanent magnets are critical materials for most electric vehicles,
direct drive wind turbines and many other high growth applications. Neodymium is a key rare earth component at Songwe.
Talaxis and Mkango have also agreed to cooperate as preferred partners on rare earths projects worldwide and on other
projects in Malawi.
The main exploration targets of Mkango’s remaining two licences are, in the Thambani licence, uranium, niobium, tantalum
and zircon and, in the Chimimbe Hill licence, nickel and cobalt.
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, its business and the Project. Generally, forward looking statements can be identified by the use of words
such as “plans”, “expects” or “is expected”, “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. Forward looking statements in this news release include
statements with respect to the global market for products using the rare earth metals the Company is exploring for, completion
of the feasibility study and of the transactions contemplated in the Agreement, as well as the use of proceeds from the
investments into the Company by Talaxis and the timing of such expenditures. 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, market demand for the metals and associated
downstream products for which Mkango is exploring, researching and developing, the positive results of a feasibility study on
the Project, delays in obtaining financing or governmental or stock exchange approvals. 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 assumes 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]
UK: +44 207 3722 744
Canada: +1 403 444 5979
www.mkango.ca
@MkangoResources
Blytheweigh
Financial Public Relations
Tim Blythe, Camilla Horsfall, Nick Elwes
UK: +44 207 138 3204
SP Angel Corporate Finance LLP
Nominated Adviser and Broker
Jeff Keating, Caroline Rowe
UK: +44 20 3470 0470
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.