Strengths
LONDON and VANCOUVER, British Columbia, March 25, 2024 (GLOBE NEWSWIRE) — Mkango Resources Ltd. (AIM/TSX-V: MKA) is pleased to announce that it has conditionally raised gross proceeds of £750,000 (approximately C$1. 3 million) through the issuance, on a personal placement basis, of 15,000,000 shares of the Company’s common stock (the “Subscription Shares”) at a value consistent with the Subscription Share of five pence (“p”) (approximately C$0. 086) (the “Subscription”).
William Dawes, CEO of Mkango, said: “Mkango surveyed the market in January this year with a view to contemplating increasing the budget to continue all of Mkango’s existing lines of business. Given the decrease in percentage value for this period, the Company has made a decision to minimize the dilution of the percentages into the existing percentage value by raising a relatively small amount of coins from the existing percentages and myself to enable the Company to reach key milestones for HyProMag. In addition, in order to ensure sufficient monetary flexibility to achieve those goals, the Company has implemented a charge relief agreement that will particularly reduce the Company’s monthly coin consumption.
As part of this process, the Company is required to publish a review of the strategic features of its Songwe Hill Rare Land Allocation in Malawi, as well as the Pulawy Rare Land Separation Allocation in Poland. Mkango believes this strategic review will help maximize returns for its shareholders as it looks to grow its recycling business.
Recycling: Short-term milestones
HyProMag commercializes the hydrogen solution for the generation of magnetic waste recycling (“HPMS”) in the UK, Germany and the US. UU. La generation of HPMS was developed at the University of Birmingham, is subsidized by around $100 million in studies and progressive funding, and has significant competitive advantages. Compared to other rare terrestrial magnet recycling technologies, which largely focus on chemical processes but do not solve release challenges. Magnets from end-of-life waste streams: HPMS provides the solution.
Short-term milestones for the recycling business come with the full commissioning of the recycling plant in the UK with the first advertising sales of NdFeB through HyProMag planned for the second part of 2024, the commissioning of the (chemical) recycling plant on pilot scale in the UK will produce rare earth oxides and carbonates in the first part of 2024 and the final touch of viability in the United States in the second part of 2024. Initial production in the UK targets 25-30 tpa of NdFeB with significant expansion. potential.
Based on large-scale production scenarios for the recycling business, scoping studies conducted to date imply the possibility of generating annual revenues of up to $50 million consistent with strong margins to existing costs at various production sites, starting with the United Kingdom (100-350 tpa), followed by Germany (126-380 pesos) and the United States (500 pesos). with other countries such as Japan and Canada under evaluation.
The proposed operational configuration for the UK and Germany operations includes a Residual Magnet Hydrogen Processing Recycling Vessel (HPMS), a powder processing plant, presses, sintering furnaces and other magnet production apparatus to produce NdFeB alloys, sintered blocks and finished magnets.
As previously announced, the proposed operational configuration for U. S. operations will be in place. UU. es a modular hub-and-spoke model, with the initial deployment of three radio-level Residual Hydrogen Magnetic Treatment (HPMS) recycling vessels and a central hub that adds rare soils (NdFeB). ) and the manufacture of magnets, subject to the effects of the recently submitted U. S. feasibility study and financed through CoTec Holdings Inc (“CoTec”).
Subscription
Mkango conditionally raised gross proceeds of £750,000 (approximately C£1. 3 million) by issuing, on a personal placement basis, 15,000,000 percentage subscriptions at a value consistent with a percentage of 5 pence (approximately C£0. 086). Net revenue from the subscription after fees are expected to be £720,000 (approximately C£1. 2 million). The factor value represents a reduction of 25. 7% and 21. 8% from the five-day volume-weighted average (“VWAP”) of percentages consistent with Mkango on AIM and TSX. -V, respectively. The company intends to use the net proceeds from the subscription to procure more devices for the recycling business in the UK for HyProMag’s transition to the first advertising sales of recycled NdFeB in the UK planned for the second part of 2024, orders for long-life appliances in Germany and to fund ongoing recycling and corporate costs.
William Dawes, CEO and director of the company, agreed to subscribe to a subscription of 3,000,000 equivalent to percentages of £150,000. Following the subscription, William Dawes will own and control, or participate, in a total of 12,521,443 percentage equivalents of the company, representing 4. 66. % percent of the Company’s increased capital (after completion of the full subscription). After completing the subscription, William Dawes will hold 3,975,238 percent of the shares in his own name, of which 8,546,205 percent of the percentage will be controlled through Leo Mining
Following the subscription, Resources Early Stage Opportunity Company Ltd will beneficially own a total of 15,999,747 shares of the Company, representing 5. 96% of the increased percentage capital.
Underwriting is expected to close on or around April 10, 2024 and is subject to receipt of all approvals, adding TSX-V approval and admission of the subscription shares to AIM listing.
The Subscription Shares will be classified in a similar manner to the Company’s existing Shares and an application has been submitted for the Subscription Shares to be admitted to trading on AIM (“Admission”). The admission is expected to become effective and trading of the Subscription Shares is expected to begin. at or about 8:00 a. m. on April 10, 2024. The Subscription Shares will be subject to a statutory retention period in Canada that will expire on the date of 4 months and one day after the issuance of the Subscription Shares, and will also be indexed. to trade on the TSX-V, provided that approval is obtained from such board through the TSX-V.
In accordance with the Disclosure and Transparency Rules (DTR 5. 6. 1R), the Company informs the market that without delay after the admission of the Subscription Shares, its issued and notable percentage capital will consist of 268,453,574 Shares. The Company does not own any cash percentages. Shareholders could use this figure as the denominator for calculations that will determine whether they should report their interest in the Company or replace their interest in the Company under the Financial Conduct Authority’s disclosure and transparency rules.
As part of the Underwriting, Mkango agreed to pay, at the end of the Underwriting, commissions of 5% in cash and 5% on broker warrants non-transferable to Jub Capital Management LLP (“Jub Capital”) on the budget raised through Jub Capital. The Broker’s Warrants will have a term of 3 years from issuance and a restructuring value of 5 pence (approximately C$0. 086). The total number of Broker Warrants to be issued upon completion of the Subscription is 600,000. The payment of commissions (and the issuance of warrants) to Jub Capital is subject to acceptance through the TSX-V. Shares that may be issued pursuant to the restructuring of the Broker Warrants will be subject to a statutory holding period in Canada that expires on a date that is 4 (4) months and one day from the date of issuance of the Warrants. SP Angel Corporate Finance LLP will get a corporate finance charge of £3,000.
The issuance of the Subscription Shares to William Dawes, CEO and Director of Mkango, constitutes a similar transaction between parties under Multilateral Instrument 61-101 Protection of Minority Interests in Special Transactions (“61-101”). Dawes is exempt from the formal valuation requirements of Section 5. 4 of MI 61-101 pursuant to Section 5. 5(b) of MI 61-101, as no securities of the Company are indexed on certain securities exchanges specified in MI. 61-101. The issuance of Subscription Shares to William Dawes is also exempt from the approval requirements of minority shareholders of segment 5. 6 of NI 61-101 pursuant to subsegment 5. 7(1)(a) of NI 61-101 because, at the time such issuance agreed to do so, neither the fair market value of the offering nor the corresponding attention exceeded 25% of Mkango’s fair market capitalization. The issuance of the subscription shares to William Dawes was approved by Mkango’s Board of Directors, with William Dawes abstaining from voting.
Transaction with Related Parties to AIM’s Corporate Rules (the “AIM Rules”)
As William Dawes is a director of the Company, his participation in the Subscription also constitutes a similar inter-party transaction in accordance with Rule Thirteen of the AIM Rules. Mkango’s directors, other than William Dawes, consider, after consultation with SP Angel Corporate Finance LLP, the Company’s appointed counsel, that Mr. Dawes’ terms of participation in the Subscription are fair and moderate as far as the Company’s shareholders are concerned.
About Mkango Resources Ltd.
Mkango is indexed in AIM and TSX-V. La corporate strategy of Mkango is to become a market leader in the production of recycled magnets, alloys and occasional earth oxides, through its stake in Maginito Limited (“Maginito”), owned 79. 4 percent through Mkango and 20. 6 percent through CoTec, and to expand new sustainable neodymium resources, praseodymium, dysprosium, and terbium to meet the growing demand for electric vehicles, wind turbines, and other clean energy technologies.
Maginito owns a hundred-cent stake in HyProMag and a direct and indirect stake of 90 cents (assuming conversion of Maginito’s convertible loan) in HyProMag GmbH, focused on the recycling of rare short-loop earth magnets in the UK and Germany. respectively, and a 100 percent stake in HyProMag. 100% stake in Mkango Rare Earths UK Ltd (“Mkango UK”), a company focused on the chemical recycling of long-loop rare earth magnets in the UK.
Maginito and CoTec are also implementing HyProMag’s recycling generation in the U. S. The U. S. joint venture, the 50/50 HyProMag USA LLC.
Mkango also owns the Songwe Hill Advanced Rare Earths Project and an extensive exploration portfolio of rare earths, uranium, tantalum, niobium, rutile, nickel and cobalt in Malawi, as well as the Pulawy Rare Earth Separation Project in Poland. Discussions with the Government of Malawi regarding the mine progression agreement for Songwe Hill are ongoing.
For more information, visit www. mkango. ca
Market Abuse Regulation (MAR) Disclosure
The data contained in this announcement is through the Company to constitute internal data as stipulated in the Market Abuse Regulation (EU) No. 596/2014 (“MAR”), which has been incorporated into UK law through the European Union (Withdrawal) Act. . 2018. Following the publication of this announcement through the Regulatory Information Service, this internal data will become public knowledge.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements (within the meaning of that term under applicable securities laws) relating to Mkango. Generally, forward-looking statements can be understood by the use of words such as “targeted”, “anticipated”, “expected”, “planned”, “scheduled”, “estimated”, “intended”, “anticipated”. , “believes,” or variations of those words and phrases, or statements that certain actions, events or effects “may,” “might,” “could,” “should,” “should” Array “may” or “will happen” or achieved, or its negative connotations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance as to the plans, objectives or expectations on which they are based. By their nature, forward-looking statements involve known and unknown assumptions, hazards and uncertainties. , whether general or specific, which contribute to the possibility that predictions, forecasts, projections and other forward-looking statements are not genuine, which may lead to genuine consequences. Functionality and effects over long-term periods differ materially from the estimates or projections of long-term functionality or effects expressed or implied by such forward-looking statements. These points and dangers include, without limiting the foregoing, the receipt of TSX-V approval for underwriting, the availability (or delays in obtaining) of financing to expand Songwe Hill and the various recycling plants in the United Kingdom, Germany and the United States. as well as the separation plant in Poland, government action and other effects of market position on global demand and charges for metals and relevant derivative products for which Mkango explores, researches and expands, similar geological, technical and regulatory issues to the progression of Songwe Hill, the ability to scale HPMS and chemical recycling technologies on an advertising scale, the competition with greater monetary capacity and effective competing technologies in the recycling and separation businesses of Maginito and Mkango, the availability of waste for activities recycling, government regulation (including the effect on the environment). measures and other regulations) on the economics of recycling and the progress of the various recycling and separation plants in Mkango and Maginito and long-term investments in the United States in accordance with the cooperation agreement between Maginito and CoTec, the final results and the timing of the final touch of the feasibility studies, cost overruns, complexities of structure and operation of the power plants and positive effects of the feasibility studies on the various proposed facets of the activities of Mkango, Maginito and CoTec. The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any objective and assumes no legal responsibility to update or revise any forward-looking statements, whether as a result of new information, long-term developments or otherwise, unless required by law. law. the applicable law requires it. Furthermore, the Company assumes no legal responsibility to comment on expectations or statements made through third parties in relation to the matters discussed above.
For more information about Mkango, please contact:
Mkango Limited Resources
SP Angel Corporate Finance LLP
Appointed Advisor and Co-Broker Jeff Keating, Caroline Rowe, Kasia Brzozowska UK: 20 3470 0470
Alternative Resource Capital
Joint RunnerAlex Wood, Keith DowsingUK: 20 7186 9004/5
Tavistock Communications
TSX Venture Exchange neither approved nor disapproved of the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is 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 the solicitation of an offer to buy inventory or other securities of the Company in the United States. The Company’s securities shall not be registered under the United States Securities Act of 1933. , as amended (the “U. S. Securities Act”) and shall not be offered or sold in the United States to, on behalf of, or for the benefit of U. S. persons in connection with certain transactions exempt from U. S. duties. U. S. Registration Requirements. Securities Law.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS CARRIED OUT BY PERSONS EXERCISING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
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