Mkango Resources Ltd.: Mkango Resources Limited Announces Executive Compensation and Issue of Shares

CALGARY, AB AND LONDON, UK AND VANCOUVER, BC / ACCESS Newswire / February 28, 2025 / Mkango Resources Ltd. (AIM:MKA)(TSXV:MKA) (the "Company" or "Mkango") announces that in connection with the reduction in executive management salaries and associated bonus scheme as announced on 10 May 2024, the Company will, subject to TSX-V approval, issue a total of 577,271 common shares ("Placement Shares") to management. Of the total, 236,363 shares will be issued to William Dawes, 236,363 shares to Alexander Lemon and 104,545 shares to Robert Sewell, structured for tax and regulatory reasons as a cash bonus and private placement of the after-tax amounts of the bonus at a price per share of 11p (equivalent to C$0.199, using the Bank of Canada exchange rate as of closing on 25 February 2025 of £1:C$1.8092 (the "Private Placement"). The value of the after-tax bonus to be invested in the shares of the Corporation is £26,000 (C$47,039) for William Dawes and Alexander Lemon, and £11,500 (C$20,806) for Robert Sewell.

The non-executive Directors resumed being compensated from 1 January 2025 onwards.

The Private Placement

The post tax bonuses, totalling £63,500 (C$114,884), will be used by Mr Dawes, Mr Lemon and Mr Sewell to subscribe for the Placement Shares at an issue price of 11p (C$0.199), which equates to a premium of 3% and a discount of 3% to the trailing five-day volume weighted average price ("VWAP") of Mkango's shares on AIM and TSX-V respectively.

The Private Placement is expected to close on or around 10 March 2025 and is subject to the receipt of all necessary approvals including the approval of the TSX-V, and admission of the Placement Shares to trading on AIM.

The Placement Shares will rank pari passu with the Company's existing shares and application has been made for the Placement 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 10 March 2025. The Placement 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 Placement Shares, 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 326,843,532 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.

The issuance of the Placement Shares to William Dawes, Alexander Lemon and Robert Sewell constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holdings in Special Transactions ("61-101"). The issuance of the Placement Shares to William Dawes, Alexander Lemon and Robert Sewell is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as no securities of the Company are listed on certain exchanges specified by MI 61-101. The issuance of the Placement Shares to William Dawes, Alexander Lemon and Robert Sewell is also exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101 as, at the time such issuance was agreed to, neither the fair market value of the issuance nor the consideration therefore exceeded 25% of Mkango's market capitalisation. The issuance of the Placement Shares to William Dawes, Alexander Lemon and Robert Sewell was approved by the directors of Mkango other than William Dawes and Alexander Lemon.

Related party transactions under the AIM Rules for Companies (the "AIM Rules")

As William Dawes and Alexander Lemon are directors of the Company, their participation in the Private Placement also constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The directors independent of this transaction, being Derek Linfield, Susan Muir, Shaun Treacy and Philipa Varris, consider, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of Mr Dawes' and Mr Lemon's participation in the Private Placement, are fair and reasonable insofar as the Company's shareholders are concerned.

About Mkango

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 Limited ("Maginito"), which is owned 79.4 per cent by Mkango and 20.6 per cent by 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.

Maginito holds a 100 per cent interest in HyProMag and a 90 per cent direct and indirect interest (assuming conversion of Maginito's convertible loan) in HyProMag GmbH, focused on short loop rare earth magnet recycling in the UK and Germany, respectively, and a 100 per cent interest in Mkango Rare Earths UK Ltd ("Mkango UK"), focused on long loop rare earth magnet recycling in the UK via a chemical route.

Maginito and CoTec are also rolling out HyProMag's recycling technology into the United States via the 50/50 owned HyProMag USA LLC joint venture company.

Mkango also owns the advanced stage Songwe Hill rare earths project and an extensive rare earths, uranium, tantalum, niobium, rutile, nickel and cobalt exploration portfolio in Malawi, and the Pulawy rare earths separation project in Poland.

Songwe Hill is one of the few rare earths projects to have progressed to the Definitive Feasibility Stage, with an expected life of mine of 18 years, producing a 55% mixed rare earth carbonate, yielding 1,953 tons per annum of NdPr and 56 tons per annum of DyTb.

Mkango's proposed Pulawy separation facility site, located in a Special Economic Zone in Poland, stands adjacent to the EU's second largest manufacturer of nitrogen fertilisers, and features established infrastructure, access to reagents and utilities on site.

Mkango has signed a letter of Intent with Crown PropTech Acquisitions to list Mkango's Songwe Hill and Pulawy Rare Earths Projects on NASDAQ via a SPAC Merger.

For more information, please visit www.mkango.ca

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements (within the meaning of that term under applicable securities laws) with respect to Mkango. Generally, forward looking statements can be identified by the use of words such as "targeted", "plans", "expects" or "is expected to", "scheduled", "estimates" "intends", "anticipates", "believes", or variations of such words and phrases, or statements that certain actions, events or results "can", "may", "could", "would", "should", "might" or "will", occur or be achieved, or the negative connotations thereof. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Such factors and risks include, without limiting the foregoing, receipt of TSX-V approval for the Subscription, the availability of (or delays in obtaining) financing to develop Songwe Hill, and the various recycling plants in the UK, Germany and the US as well as the separation plant in Poland, governmental action and other market effects on global demand and pricing for the metals and associated downstream products for which Mkango is exploring, researching and developing, geological, technical and regulatory matters relating to the development of Songwe Hill, the ability to scale the HPMS and chemical recycling technologies to commercial scale, competitors having greater financial capability and effective competing technologies in the recycling and separation business of Maginito and Mkango, availability of scrap supplies for recycling activities, government regulation (including the impact of environmental and other regulations) on and the economics in relation to recycling and the development of the various recycling and separation plants of Mkango and Maginito and future investments in the United States pursuant to the cooperation agreement between Maginito and CoTec, the outcome and timing of the completion of the feasibility studies, cost overruns, complexities in building and operating the plants, and the positive results of feasibility studies on the various proposed aspects of Mkango's, Maginito's and CoTec's activities. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

For further information on Mkango, please contact:

Mkango Resources Limited

William Dawes
Chief Executive Officer
[e-mail]
Canada: [phone]
www.mkango.com
@MkangoResources

Alexander Lemon
President
[e-mail]

SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Jen Clarke, Devik Mehta
UK: [phone]

Alternative Resource Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: [phone]/5

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any equity or other securities of the Company in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1) William Dawes

2) Alexander Lemon

3) Robert Sewell

2

Reason for the notification

a)

Position/status

1) Chief Executive Officer

2) President and Co-Founder

3) Chief Financial Officer

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mkango Resources Ltd

b)

LEI

213800RPILRWRUYNTS85

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Common shares of nil par value each

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) 11p 2) 11p 3) 11p	236,363 236,363 104,545

d)

Aggregated information

- Aggregated volume

- Price

Price(s)	Volume(s)
1-3) 11p	577,271

e)

Date of the transaction

28 February 2025

f)

Place of the transaction

Outside a trading venue

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

SOURCE: Mkango Resources Ltd.

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