Share Option, Rsu Awards And Exercise Of Warrants
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Suite 2900
Vancouver
BC V6C 0A3
Canada
MKANGO ANNOUNCES SHARE OPTION AND RSU AWARDS
AND EXERCISE OF WARRANTS
London / Vancouver: 27 March 2025 - Mkango Resources Ltd (AIM / TSX-V:MKA) (the "Company" or "Mkango"), announces that, subject to regulatory approval, Mkango has granted 800,000 stock options over 800,000 common shares of the Company ("Options") to directors, officers and employees of the Company in accordance with the Company's existing Option Plan, and 1,455,000 Restricted Share Units ("RSUs') to officers of the Company in accordance with its existing RSU Plan.
Each Option is exercisable for one common share of Mkango ("Mkango Shares"), with an exercise price of $0.255 CAD (approximately 13.9p using an exchange rate of 1.84 CAD:GBP) per common share, being the closing price of the Mkango Shares on the TSX-V on 26 March 2025. The Options will vest over the next 18 months and are valid for a period of ten years from the date of the grant.
The Options granted to the following directors and officers are in accordance with the Company's Stock Option Plan.
| Name of director/officer | Proposed New Options | Total Options Held after grant |
|---|---|---|
| Shaun Treacy Non-Executive Director | 210,000 | 1,580,000 |
| Susan Muir Non-Executive Director | 210,000 | 1,580,000 |
| Philipa Varris Non-Executive Director | 210,000 | 610,000 |
The Company has also issued 1,455,000 Restricted Share Units to Will Dawes, Alexander Lemon and Robert Sewell with certain vesting conditions. Each RSU will, upon vesting, be capable of being redeemed for one Mkango Share.
Of the total number of RSUs, 20% of these RSUs are contingent on first production being achieved in the UK by the end of Q2 2025, 40% are contingent on first production being achieved in Germany by the end of 2025, and 40% are contingent on the listing of Lancaster Exploration on the NASDAQ exchange and the successful completion of the SPAC transaction by the end of 2025.
| Name of director/officer | Proposed New RSUs | Total RSUs Held after award |
|---|---|---|
| Will Dawes Chief Executive Officer | 500,000 | 5,239,717 |
| Alexander Lemon President | 500,000 | 5,239,717 |
| Robert Sewell Chief Financial Officer | 455,000 | 2,402,589 |
Following the issue of Options and the grant of RSUs referred to above, the total number of common shares issuable pursuant to the Company's securities-based compensation plans is 31,600,357, representing 9.7 per cent of the Company's total issued share capital (taking into account the exercise of the warrants referred to below).
EXERCISE OF WARRANTS
The Company has received notification that one of Mkango's warrant holders has exercised 209,375 warrants over common shares in the Company, at a price of eight (8) pence per common share. Accordingly, the Company has provisionally issued 209,375 common shares to satisfy this exercise.
The Warrant Shares will rank pari passu with the Company's existing shares and application has been made for the Warrant 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 4 April 2025. The Warrant 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 Warrants, and will also be listed for trading on the TSX-V.
In accordance with the Disclosure Guidance 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 327,052,907 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 determine 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.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1) William Dawes 2) Alexander Lemon 3) Robert Sewell 4) Shaun Treacy 5) Susan Muir 6) Philipa Varris |
| 2 | Reason for the notification | |
| a) | Position/status | 1) Chief Executive Officer 2) President and Co-Founder 3) Chief Financial Officer 3) Non-Executive Director 3) Non-Executive Director 3) Non-Executive Director |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Mkango Resources Ltd |
| b) | LEI | 213800RPILRWRUYNTS85 |
| a) | Description of the financial instrument, type of instrument | Proposed New RSU's and Proposed New Options |
| 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) nil 2) nil 3) nil 4) CAD$0.255 5) CAD$0.255 6) CAD$0.255 500,000 500,000 455,000 210,000 210,000 210,000 |
| d) | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) 1-3) nil 1,455,000 4-6) CAD$0.255 630,000 |
| e) | Date of the transaction | 27 March 2025 |
| f) | Place of the transaction | Outside a trading venue |
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