This Announcement Contains Inside Information FOR the Purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (Which Forms Part of Domestic UK Law Pursuant to the European Union (Withdrawal) Act 2018 ("UK Mar").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF
MKANGO RESOURCES LTD.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA OR JAPAN.
31 March 2026
Mkango Resources Ltd
("Mkango" or the "Company")
RetailBook Offer
• Mkango announces a conditional retail offer of new Common Shares via RetailBook;
• The Issue Price for the new Common Shares is 33 pence (equivalent to C$0.606375) per new
Common Share, representing a discount of approximately 14.5 per cent to the closing mid-price
on AIM of the Company's existing Common Shares on 31 March 2026 being the latest
practicable business day prior to publication of this Announcement;
• Investors can take part through RetailBook's partner network of retail brokers, wealth managers
and investment platforms, (subject to such partners' participation);
• Applications for new Common Shares through these partners can be made from tax efficient
savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");
• The RetailBook Offer is available to both existing shareholders and new investors in the United
Kingdom;
• There is a minimum subscription of £250 per investor in the RetailBook Offer;
• No commission will be charged by RetailBook on applications to the RetailBook Offer;
• Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook
transactions, should contact [email protected];
• UK Investors that wish to receive alerts for future RetailBook transactions should sign up
here: https://www.retailbook.com/investors.
The RetailBook Offer
Mkango Resources Ltd (AIM/TSX-V: MKA), the AI M quoted and TSX-V listed rare earths magnet
company, is pleased to announce a conditional retail offer of new common shares of no par value in
the capital of the Company (" Common Shares") via RetailBook (the " RetailBook Offer") at an issue
price of 33 pence (equivalent to C$0.606375) per new Common Share (the " Issue Price"), being a
discount of approximately 14.5 per cent to the closing mid-price on AIM of the Company's existing
Common Shares on 31 March 2026 being the latest practicable business day prior to publication of this
Announcement. In addition to the RetailBook Offer, as announced by the Company earlier today (the
“Fundraise Announcement”), the Company is also conducting a placing of new Common Shares to
institutional investors by way of an accelerated bookbuilding process (the " Placing") together with the
LIFE Offering and the Subscription (each as defined in the Fundraise Announcement and together with
the Placing, the “Fundraise”) to raise gross proceeds of approximately £10 million. For the avoidance
of doubt, the RetailBook Offer is not part of the Placing, the LIFE Offering or the Subscription.
The RetailBook Offer is conditional on the Placing becoming unconditional and the new
Common Shares to be issued pursuant to the RetailBook Offer (the “ Retail Offer Shares ”)
and the Placing (the “ Placing Shares ”) being admitted to trading on AIM. Admission of the
Placing Shares and the Retail Offer Shares to trading on AIM is expected to take place at
8:00 a.m. on 10 April 2026. The Fundraise is subject to conditional acceptance from the
TSX-V and it is expected that the Placing Shares and the Retail Offe r Shares will also
commence trading on the TSX-V on 10 April 2026.
The RetailBook Offer will not be completed without the Placing also being completed.
The Company expects to utilise the net proceeds of the Fundraise to support its growth opportunities
(a potential acquisition in Germany), capital expenditure requirements at its UK and German operations
as well as for working capital purposes.
Reason for the RetailBook Offer
The Company values its retail shareholder base and believes that it is in the best interests of
shareholders as well as wider stakeholders, to provide retail and other interested investors in the United
Kingdom the opportunity to participate in the RetailBook Offer.
The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom
following release of this announcement. The RetailBook Offer is expected to close at 8 p.m. on 31
March 2026 and may close earlier at the discretion of the Company or if it is oversubscribed.
Investors can participate through RetailBook's partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. More information on RetailBook’s partner
network can be found here.
Applications for new Common Shares through participating partners can be made from tax efficient
savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA,
SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their
terms and conditions, process and any relevant fees or charges.
The new Common Shares will, when issued, be credited as fully paid and will rank pari passu in all
respects with existing Common Shares including the right to receive all dividends and other distributions
declared, made or paid after their date of issue.
Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook
transactions, should contact [email protected]. UK Investors that wish to receive alerts for
future RetailBook transactions should sign up here: https://www.retailbook.com/investors.
Eligibility for the RetailBook Offer
The RetailBook Offer is available to new and existing shareholders of the Company. To be eligible to
participate in the RetailBook Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for new Common Shares should contact their investment
platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.
Some partners may only accept applications from existing shareholders and/or existing customers.
There is a minimum subscription of £250 per investor. The terms and conditions on which investors
subscribe will be provided by the relevant financial intermediaries including relevant commission or fee
charges. Note, no commission will be charged to investors by RetailBook in connection with the
RetailBook Offer.
The Company reserves the right to scale back any order under the RetailBook Offer at its discretion.
The Company reserves the right to reject any application for subscription under the RetailBook Offer
without giving any reason for such rejection.
It is a term of the RetailBook Offer that the aggreg ate value of the shares available for subscription at
the Issue Price does not, unless further allocations are agreed by the Company at its discretion, exceed
£1,000,000.
Related Party Transaction
Tim Slater, interim Chief Financial Officer of the Company, being an insider, has indicated his intention
to participate in the Retail Offer for approximately £150,000 (equivalent to C$ 276,000). As such, the
participation of such officer in the Retail Offer will constitute a “related part y 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. As a non-board
director, Tim’s participation does not constitute a related party transaction under AIM Rule 13.
Related party transactions require the Company to obtain a formal valuation and minority shareholder
approval unless exemptions from these requir ements 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 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 does not exceed 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.
Investors should make their own investigations into the merits of an investment in the Company.
Nothing in this announcement amounts to a recommendation to invest in the Company or
amounts to investment, taxation or legal advice.
It should be noted that a subscription for new Common Shares and investment in the Company
carries a number of risks. Investors should take independent advice from a person experienced
in advising on investment in securities such as the new Common Shares if they are in any doubt.
AIM is a market designed primarily for emer ging or smaller companies to which a higher
investment risk tends to be attached than to larger or more established companies. A
prospective investor should be aware of the ri sks of investing in such companies and should
make the decision to invest only after careful co nsideration and, if a ppropriate, consultation
with an independent financial adviser.
An investment in the Company will place capital at risk. The value of your investment in the
Company and any income from it is not guaranteed and can go down as well as rise due to stock
market and currency movements. When you sell your investment, you may get back less than
the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future
results.
This announcement should be read in its entirety. In particular, the information in the "Important
Notices" section of the announcement should be read and understood.
Unless otherwise stated, all amounts in this announcement are based on an exchange rate of
£1:C$1.8375 based on Bank of Canada closing exchange rate on 30 March 2026).
Enquiries
Mkango Resources Ltd
William Dawes
Chief Executive Officer
Alexander Lemon
President
@MkangoResources
Canada: +1 403 444 5979
RetailBook Limited
Mike Ward / James Deal
SP Angel Corporate Finance LLP, Nominated Adviser
Jeff Keating, Jen Clarke, Caroline Rowe, Devik Mehta
UK: +44 20 3470 0470
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
UK: +44 (0)20 3514 0897
Further information on the Company can be found on its website at www.mkango.ca
Important Notices
The contents of this announcement, which has been prepared by and is the sole responsibility of the
Company, have been approved by Retail Book Limited ("RetailBook") solely for the purposes of section
21(2)(b) of FSMA.
The RetailBook Offer is offered in the United Kingdom under an exemption from the requirement to
publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading
Regulations 2024 (the “POATR”). As such, there is no need for publication of a prospectus pursuant to
the FCA Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the “PRM”), or
for approval of the same by the FCA. The RetailBook Offer is not being made into any jurisdiction other
than the United Kingdom.
No offering document, offering memorandum, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in relation to the RetailBook
Offer, and investors' commitments will be made solely on the basis of the information contained in this
announcement and information that has been published by or on behalf of the Company prior to the
date of this announcement by notification to a Regulatory Information Service in accordance with the
FCA Disclosure Guidance and Transparency Rules and UK MAR.
This announcement is not for publication or distribution in or into the United States. This announcement
is not an offer of securities for sale into the United States. The securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities
Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being made in the United States.
The new Common Shares are being o ffered and sold outside the United States in "o ffshore
transactions", as defined in, and in compliance with, Regulation S under the US Securities Act.
No prospectus or offering memorandum has been prepared or filed with any securities commission or
similar regulatory authority in Canada in connection with the RetailBook Offer, no securities commission
or similar regulatory authority in Canada has made any finding or determination as to the merit for
investment in, or made any recommendation or endorsement with respect to, the RetailBook Offer. The
Common Shares offered pursuant to the RetailBook Offer have not been qualified for distribution by
prospectus in Canada and may not be offered or sold in Canada except pursuant to a Canadian
prospectus or prospectus exemption. Any resale of the Retail Offer Shares in Canada or to a Canadian
will be subject to statutory 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 such Common Shares must be made in
accordance with such resale restrictions or in reliance on an available exemption therefor.
Purchasers of Common Shares offered pursuant to the RetailBook Offer are, by purchasing such
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.
This announcement and the information contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into Australia, Canada, New Zealand, Japan, the Republic
of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute
a violation of the relevant laws or regulations of such jurisdiction.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or
subscribe for new Common Shares in Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may
be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered
address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is authorised and regulated
in the United Kingdom by the FCA (FRN 994238).
The value of Common Shares and the income from them is not guaranteed and can fall as well as rise
due to stock market movements. When you sell your investment, you may get back less than you
originally invested. Figures refer to past performance and past performance is not a reliable indicator
of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the
Company's expectations, intentions and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts. These forward-looking statements involve risks,
assumptions and uncertainties that could cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries in which the Company's businesses
operate to differ materially from the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Given those risks and uncertainties, prospective
investors are cautioned not to place undue reliance on forward-looking statements.
To the extent any forward-looking statements in this announcement constitute "future-oriented financial
information" or "financial outlooks" within the meaning of applicable securities laws (collectively,
"FOFI"), such information is being provided 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 profitability 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.
These forward-looking statements speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and RetailBook expressly disclaim any obligation
or undertaking to update or revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which any such statements
are based unless required to do so by the FCA, the London Stock Exchange, the TSX-V or applicable
law.
The information in this announcement is for background purposes only and does not purport to be full
or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and
any liability whether arising in tort, contract or otherwise which they might otherwise be found to have
in respect of this announcement or its contents or otherwise arising in connection therewith.
No statement in this announcement is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is incorporated into or
forms part of this announcement. The new Common Shares to be issued or sold pursuant to the
RetailBook Offer will not be admitted to trading or listed on any stock exchange other than the London
Stock Exchange and the TSX-V.
No other documents or materials are incorporated into, or form part of this financial promotion and
RetailBook has not carried out any verification or due diligence in respect of any such other documents.
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.
END