RESULTS OF FUNDRAISE OF £12.5 million
Mkango Resources Limited has successfully completed a fundraise, upsized to £12.5 million (approximately C$23.0 million) from an initial £10 million, due to strong demand and significant oversubscription. A total of 37,878,788 new common shares were placed at 33 pence (C$0.606375) per share, with gross proceeds allocated to a German acquisition (£4.33 million), capital expenditure for UK and German operations (£2.2 million and £3.95 million respectively), and working capital (£2.02 million). The new shares represent approximately 10.8% of the company's issued share capital, and admission to trading on AIM and conditional acceptance by the TSX-V are expected on April 10, 2026.
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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.
RESULTS OF FUNDRAISE OF £12.5 million
Mkango Resources Ltd (AIM/TSX-V: MKA) (the "Company" or "Mkango") is pleased to announce the successful completion of the Fundraise announced yesterday. The Fundraise generated strong demand, was significantly oversubscribed and as a result was upsized from gross proceeds of £10 million (approximately C$18.4 million) to £12.5 million (approximately C$23.0 million).
A total of 37,878,788 new Common Shares in the capital of the Company have been conditionally placed with, or subscribed for by, new and existing investors at the Placing Price of 33 pence (C$0.606375) per Common Share (the "Offer Shares"). On settlement, the Fundraise will raise gross proceeds of approximately £12.5 million (approximately C$23.0 million) for the Company before expenses consisting of:
- 30,909,154 new Common Shares pursuant to the Placing raising gross proceeds 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 new Common Shares to be issued in aggregate pursuant to the Fundraise represent approximately 10.8% per cent. of the issued share capital of the Company prior to the Fundraise.
The Placing was conducted by Peel Hunt LLP ("Peel Hunt"), H&P Advisory Limited ("H&P") and Alternative Resource Capital, a trading name of Shard Capital Partners LLP ("ARC"), acting together as joint bookrunners (together the "Joint Bookrunners" or the "Banks"), while Red Cloud Securities Inc. ("Red Cloud") acted as Canadian Adviser in respect of the Placing and the LIFE Offering. JUB Capital Management LLP acted as Corporate Finance Adviser in respect of introducing investors pursuant to the Placing and the Subscription.
Applications will be made (a) for the Offer Shares to be admitted to trading on AIM and (b) for the Fundraise to be conditionally accepted by the TSX-V, subject to the Company satisfying all of the requirements of the TSX-V. It is currently expected that the Offer Shares will (a) be admitted to trading on AIM at 8.00 a.m. (London time) on 10 April 2026; and (b) commence trading on the TSX-V on 10 April 2026, subject to acceptance of the TSX-V.
It is expected that settlement of the Offer Shares will occur on 10 April 2026 on a T+5 basis in accordance with the instructions given to the Joint Bookrunners, the terms of the Subscription Agreements, the terms of the Offering Document and the terms of the Retail Offer.
The Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued Common Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Fundraise is conditional upon, among other things, the placing agreement between the Company and the Banks becoming unconditional and not being terminated in accordance with its terms, the AIM Admission becoming effective and acceptance by the TSX-V.
The Company intends to utilise the net proceeds of the Fundraise as set out below to support its growth opportunities (a potential acquisition in Germany); for capital expenditure requirements at its UK and German operations (including the required feasibility studies on the expansion of both of those plants); and working capital.
| Description of intended use of available funds | Expected expenditure |
| Acquisition of synergistic German magnet business | £4,330,000 (C$7,956,375) |
| Capital expenditure requirements of the German operations | £3,950,000 (C$7,258,125) |
| Capital expenditure requirements of the UK operations | £2,200,000 (C$4,042,500) |
| Working capital | £2,020,000 (C$3,711,750) |
There will be an amended offering document (the "Amended Offering Document") related to the LIFE Offering in Canada that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.mkango.ca. Prospective investors in Canada should read the Amended Offering Document before making an investment decision.
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 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 wished to close on an expedited basis for business reasons.
William Dawes, CEO, commented:
"Following strong demand from both new institutional and existing investors, we are pleased to have completed this successful, upsized fundraise. The support we have received is a clear endorsement of Mkango's strategy and the long-term opportunity across our businesses which span the whole rare earths supply chain. Importantly, this financing strengthens our balance sheet and provides us with flexibility to advance our near-term priorities, including growth initiatives in the UK, Germany and beyond. We are very conscious of the challenging market conditions, however, this result demonstrates the resilience of our business and the confidence investors continue to place in Mkango."
Total Voting Rights
In accordance with the Disclosure Guidance and Transparency Rules (DTR 5.6.1R) the Company hereby notifies the market that immediately following Admission of the Offer Shares, its issued and outstanding share capital will consist of 387,110,284 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.
Unless otherwise stated, all amounts in this Announcement are based on an exchange rate of £1:C$1.8375 as set out in the Company's proposed fundraise launch Announcement released on 31 March 2026.
Red Cloud Securities Inc.
Canadian Adviser
JUB Capital Management LLP
Corporate Finance Adviser
Adam Dziubinski
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.
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 Union Critical Raw Materials Act. Mkango has signed a business combination agreement ("Business Combination Agreement") with Crown PropTech Acquisitions ("CPTK") to list the Songwe Hill and Pulawy rare earths projects on NASDAQ via a SPAC Merger under the name Mkango Rare Earths Limited ("Proposed Business Combination").
| a) | Name: | Tim Slater | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Interim CFO | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| a) | Name: | Mkango Resources Ltd | ||||
| b) | LEI: | 213800RPILRWRUYNTS85 | ||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Common shares without par value CA60686A4090 | ||||
| b) | Nature of the transaction: | Purchase of shares | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above | ||||
| e) | Date of the transaction: | 31 March 2026 | ||||
| f) | Place of the transaction: | AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.