The Information Contained Within This Announcement is Deemed BY the Company to Constitute Inside Informat Ion as Stipulated Under Th E Market Abuse Regulation (EU) No. 596/2014 as IT Forms Part of UK Domestic Law Pursuant to the European
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMAT ION AS STIPULATED UNDER TH E MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMEN DED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORM ATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FO R INFORMATION PURPOSES ON LY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURI SDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the
Company's proposed fundraise launch announcement released on 31 March 2026, unless otherwise
specified.
10 April 2026
CLOSING OF FUNDRAISE OF £12.5 million
Mkango Resources Ltd (AIM/TSX-V: MKA) (the “Company” or “Mkango”) is pleased to announce that, further
to its announcements on 31 March an d 1 April 2026, it has successfully closed its Fundraise. £12.5 million
(approximately C$23.0 million) was raised before expenses consisting of:
30,909,154 new Common Shares pursuant to the Placing raising gross pr oceeds of approximately
£10.2 million (approximately C$18.7 million);
636,300 new Common Shares pursuant to the LIFE Offering raising gross proceeds of approximately
£0.2 million (approximately C$0.4 million);
3,030,303 new Common Shares pursuant to the Retail Offer, raising gross proceeds of approximately
£1.0 million (approximately C$1.8 million); and
3,303,031 new Common Shares pursuant to the Subscription, raising gross proceeds of
approximately £1.1 million (approximately C$2.0 million).
The Company intends to utilise the net proceeds of the Fundraise to support its growth opportunities (a
potential acquisition in Germany); for capital expendit ure requirements at its UK and German operations
(including the required feasibility studies on the expansion of both of those plants); and working capital.
Under the Fundraise, the Company i ssued an aggregate of 37,878,788 new Common Shares at a price per
share of £0.33 (C$0.606375). Admission of the new Common Shares issued pursuant to the Fundraise has
become effective on AIM and such shares have been conditionally accepted for listing on the TSX Venture
Exchange, subject to fulfilment of customary closing conditions.
Peel Hunt LLP (“Peel Hunt”), H&P Advisory Limited (“H&P”) and Alternative Resource Capital, a trading name
of Shard Capital Partners LLP (“ARC”) acted as joint bookrunners in connection with the Placing (together the
“Joint Bookrunners” or the “Banks”). In consideration for their services, the Joint Bookrunners will receive
aggregate fees and commissions of £435,583 (C$800,384), comprising (i) a base commission of 5.0% of the
gross proceeds of the Placing, (ii) a discretionary commi ssion of up to 1.0% of the gross proceeds of the
Placing. In addition, ARC will receive a corporate finance fee of £5,000 (C$9,188).
Red Cloud Securities Inc. (“ Red Cloud”) acted as Canadian Adviser for the Placing and the LIFE Offering. In
consideration for their services, Red Cloud will receive a cash commission of £10,499 (C$19,292) representing
a 5.0% commission of the gross proceeds received from investors introduced by Red Cloud.
JUB Capital Management LLP (“ JUB”) acted as Corporate Finance Adviser in respect of the Placing and the
Subscription. In consideration for it s services, JUB will receive a cash commission of £241,818 (C$444,341),
representing a commission of 6% of the gross proceeds received from investors introduced by JUB, as well as
a corporate finance fee of £10,000 (C$18,375).
SP Angel Corporate Finance LLP (“SP Angel”) acted as Nominated Adviser and, for their services, will receive
a corporate finance fee of £10,000.
RetailBook Limited (“RetailBook”) provided the platform for the Retail Offer. RetailBook will receive a fee of
£32,500 (C$59,719), representing a commission of 3.25% of the gross proceeds from the sale of Common
Shares to investors subscribing through RetailBook.
The new Common Shares issued pursuant to the Placing, the Retail Offer and the Subscription are 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 Sh ares, the Subscription Shares and th e RetailBook Offer Shares in Canada
or to a Canadian must be m ade in accordance with such resale restrictions or in reliance on an available
exemption therefrom. The new Common Shares issued pursuant to the LIFE Offering were offered by way of
the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions
(“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the
Listed Issuer Financing Exemption (the “Order”), in the provinces of British Columbia, Alberta, Saskatchewan
and Ontario. Pursuant to NI 45-106 and the Order, the Common Shares issued to Canadian residents under
the LIFE Offering are not subject to resale restrictions. The Company relied on the exemptions in Part 5A and
the Order, and was qualified to distribute shares in reliance on the exemptions included therein.
Unless otherwise stated, all amounts in this Announcement are based on an exchange rate of £1:C$1.8375,
being the closing exchange rate on the Bank of Canada website on 31 March 2026.
TSX-V Related Party Transaction
The Company’s interim CFO, Tim Slater, has participated in the Retail Offer for £150,000 (equivalent to
C$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 (“MI 61-101”) and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company to ob tain 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 relied 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 did not ex ceed 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.
Contacts:
Mkango Resources Limited
William Dawes
Chief Executive Officer
Alexander Lemon
President
Canada: +1 403 444 5979
www.mkango.ca
@MkangoResources
SP Angel Corporate Finance LLP
Nominated Adviser
Jen Clarke, Caroline Rowe, Devik Mehta
UK: +44 20 3470 0470
Peel Hunt LLP
Joint Bookrunner
Ross Allister, Emily Bhasin
Sohail Akbar, Nicolas Wilks, Ambika Bose
UK: +44 (020) 7418 8900
Alternative Resource Capital
Joint Bookrunner
Alex Wood, Keith Dowsing
UK: +44 (020) 4530 9160/77
H&P Advisory Limited
Joint Bookrunner
Andrew Chubb, Leif Powis, Jay Ashfield
UK: +44 20 7907 8500
RetailBook Limited
Mike Ward / James Deal
Red Cloud Securities Inc.
Canadian Adviser
JUB Capital Management LLP
Corporate Finance Adviser
Adam Dziubinski
+44 208 159 2558
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
UK: +44 (0)20 3514 0897
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 ("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 Li mited 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 HPMS recyclin g 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 in Malawi ("Songwe") and the Pulawy
rare earths separation project in Poland (" Pulawy"). Both the Songwe and Pulawy projects have been
selected as Strategic Projects under the European Un ion Critical Raw Materials Act. Mkango has signed a
business combination agreement (" Business Combin ation Agreement ") with Crown PropTech
Acquisitions ("CPTK") to list the Songwe Hill and Pulawy rare ea rths projects on NASDAQ via a SPAC Merger
under the name Mkango Rare Earths Limited ("Proposed Business Combination").
For more information, please visit www.mkango.ca
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, “forward-looking statements” or
“forward-looking information” (c ollectively, “forward-looking st atements”). These forward-looking
statements can be identified by th e use of forward-looking terminology, including the terms "anticipate",
"believes", "continue", "could", "estimate", "forecast" , "intends", "may", "plan", "predicts", "projects",
"should", "will", “potential” and other similar expressions. They appear in a number of places throughout this
Announcement and include statements regarding the Company’s and the Directors’ intentions, beliefs or
current expectations concerning, amongst other things, the results of the Fundraise, the issuance of the Offer
Shares, the amount to be raised pursuant to the Fundraise, the Company’s prospects, growth and strategy.
By their nature, forward-looking statements are subject to numerous risks and uncertainties that contribute
to the possibility that predictions, forecasts and proj ections and other forward-l ooking statements will not
occur, or that actual results will differ from such forward-looking statements. Such risks and uncertainties
include but are not limited to: satisfaction of the conditions precedent included in the Placing Agreement and
no termination rights arising thereu nder, satisfaction of the conditions precedent in the Subscription
Agreements, including payment of the subscription proceeds required pursuant to such agreements, stock
market volatility, the risks of the ongoing war in the Middle East, the availability of (or de lays in obtaining)
financing to develop the recycling plants in the UK , Germany and the US, as well as Songwe Hill and the
proposed separation plant in Poland, governmental action and other market effects on global demand and
pricing for the metals and associated downstream products for which the Company is exploring, researching
and developing, the restrictions in place whilst equipment and infrastructure is owned by the University of
Birmingham, the ability to scale th e HPMS and chemical recycling technologies to commercial scale,
competitors having greater financial capability and e ffective competing technologies in the recycling and
separation business of the Compan y and HyProMag, availability of scra p supplies for recycling activities,
governmental regulation (including the impact of environmental and other regulations) on and the economics
in relation to recycling and the development of the recycling and separation plants of the Company and
HyProMag, future investments in the United States pursuant to th e cooperation agreement between
Maginito and CoTec, the outcome and timing of the co mpletion of the feasibility studies, cost overruns,
complexities in building and operating the plants, the po sitive results of feasibility studies on the various
proposed aspects of the Company’s, Maginito’s and CoTec’s activities, meeting conditions to DFC funding
commitment for Songwe, successful completion of the transaction contempl ated by the Business
Combination Agreement with CPTK, agreeing the final terms of the acquisition agreement with the seller for
the German magnet acquisition referred to above, obtaining the necessary regulatory approvals in Germany
for such transaction and meeting the other conditions precedent to completing such transaction, general
economic conditions, industry condit ions, volatility of commo dity prices, currency fluctuations, imprecision
of reserve estimates, environmental risks, changes in environmental, tax and royalty legislation, competition
from other industry participants, the lack of availability of qualified personnel or management, stock market
volatility, and ability to access sufficient capital from internal and external sources and those risk factors
identified in the Company's publicly filed disclosure documents available at www.sedarplus.ca/landingpage.
The forward-looking statements in this Announcement may also include financial outlooks and other forward-
looking metrics relating to the Company. To the extent any forward-looking statements in this Announcement
constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable
securities laws (collectively, " FOFI"), such information is being prov ided 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 profitabili ty 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.
Any forward-looking statements that the Company makes in this Announcement speak only as of the date of
such statement and (other than in accordance with their legal or regulatory obligations) neither the Company,
nor the Joint Bookrunners nor SP Angel Corporate Finance LLP (“ SP Angel ”) nor any of their respective
associates, directors, officers or advisers shall be obliged to update or revise such statements, whether as a
result of new information, future events or otherwise, except as required by law. Comparisons of results for
current and any prior periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical data.
SP Angel, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser
exclusively for the Company and no one else in connection with the contents of this Announcement and will
not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the
contents of this Announcement nor will it be responsi ble to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in relation to the contents of this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on SP Angel by the Financial
Services and Markets Act 2000, as amended (“ FSMA”) or the regulatory regime established thereunder, SP
Angel accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as
to the contents of this Announcement including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as to the past or the future.
SP Angel accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise
(save as referred to above), which it might otherwise have in respect of the contents of this Announcement
or any such statement. The responsibilities of SP Angel as the Company’s Nominated Adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange
and are not owed to the Company or to any director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capi tal of the Company in relia nce on any part of this
Announcement, or otherwise.
Each of the Banks are authorised and regulated in the United Kingdom by the FCA and are acting as joint
bookrunners exclusively for the Company and no one el se in connection with the Fundraise and will not
regard any other person (whether or not a recipient of this Announcement) as its client in relation to the
Fundraise or the contents of this Announcement, nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or fo r providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA or the
regulatory regime established thereunder, none of the Banks accept responsibility whatsoever, or make any
representation or warranty, express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or purported to be made by it, or on
behalf of it, the Company or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. Each of the Banks accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such statement.
The information in this Announcement, which includes certain information drawn from public sources, does
not purport to be comprehensive and has not been independently verified. The content of this
Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance
on this Announcement for the purpose of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or othe r assets invested. The price of shares and any income
expected from them may go down as well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice
should consult an appropriate independent financial adviser.
No offering document, prospectus, offering memorandum or admission document has been or will be
prepared or submitted to be approved by any competent authority or stock exchange in any jurisdiction
(including the FCA, the London Stock Exchange, the TSX-V or any Canadian securities regulatory authority) in
r e l a t i o n t o t h e F u n d r a i s e , A d m i s s i o n o r l i s t i n g o n t h e T S X - V e x c e p t f o r t h e O f f e r i n g D o c u m e n t a n d t h e
Amended Offering Document prepared in connection with the LIFE Offering.
In connection with the Placing, the Banks may release communications to the market as to the extent to
which the book is "covered". A communication that a tr ansaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that the books will remain covered, that
the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Banks.
This Announcement (the "Announcement") is for information purposes only and is directed only at persons
whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have professional experience in matters
relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), persons
who are qualified investors (" Qualified Investors ") within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (the "EU Prospectus Regulation"); or (b) if in the United Kingdo m, qualified investors within the
meaning of paragraph 15 of schedule 1 of the Public Offers And Admissions To Trading Regulations 2024 (the
"POATR"), who are also: (i) persons who fall within the definition of "investment professionals" in article 19(5)
of The Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom they may otherwise
be lawfully communicated (all such persons together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who
are not Qualified Investors; or (ii) in the United Kingdom, by persons who are not Relevant Persons. Any
investment or investment activity to which this Announcement relates is only available to (i) in any member
state of the EEA, Qualified Investors; and (ii) in th e United Kingdom, Relevant Persons, and will only be
engaged in with such persons.
Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such action. persons into whose
possession this Announcement comes are required to in form themselves about, and to observe, any such
restrictions.
This Announcement and the information contained herein is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States, Australia, Hong Kong, the Republic of South
Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
This Announcement has been issued by and is the so le responsibility of the Co mpany. This Announcement
does not itself constitute or form part of an offer for sale or subscription of any securities in the Company in
any jurisdiction including, without lim itation, the United States or any ot her Restricted Territory. There will
be no public offer of the Placing Shares in the United Kingdom, the United States, Canada any other Restricted
Territory or elsewhere.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "US Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States, and may not be offe red, sold, pledged, taken up, exercised,
resold, transferred or delivered, directly or indirectly, within, into or in the United States absent registration
under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any applic able securities laws of
any state or other jurisdiction of the United States. The Placing is being made (a) outside the United States in
"offshore transactions" as defined in, and pursuant to, Regulation S under the US Securities Act; and (b) in
the United States only to persons reasonably believed to be "qualified institutional buyers" as defined in rule
144A of the US Securities Act pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state securities laws.
Purchasers of Placing Shares, the Re tail Offer Shares and the Subscription Shares are, by purchasing the
Placing Shares ,the Retail Offer Shares and the Subscription 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.
N o r e p r e s e n t a t i o n o r w a r r a n t y , e x p r e s s o r i m p l i e d , i s o r w i l l b e m a d e a s t o , o r i n r e l a t i o n t o , a n d n o
responsibility or liability is or will be accepted by the Joint Bookrunners or by any of its affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical published earnings per share of the
Company.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s
website is incorporated in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws and regulations of any
jurisdiction outside the United Kingdom.
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.