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RetailBook Offer

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Mkango Resources Limited has announced a conditional retail offer of new common shares at an issue price of 33 pence per share, representing a discount of approximately 14.5% to the previous day's closing mid-price. This offer, available to UK investors through RetailBook's partner network, has a minimum subscription of £250 and is conditional on a concurrent placing to institutional investors. The company expects to raise approximately £10 million in gross proceeds from the overall fundraise, which will be used for growth opportunities, capital expenditure, and working capital. The interim CFO intends to participate in the retail offer for approximately £150,000. Admission of the new shares to trading on AIM and TSX-V is anticipated on April 10, 2026.

Full announcement

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  • 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;
  • 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;

The RetailBook Offer

Mkango Resources Ltd (AIM/TSX-V: MKA), the AIM 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 Offer 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.

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.

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.

It is a term of the RetailBook Offer that the aggregate 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 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. 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 requirements 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.

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.

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).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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