Mkango Resources Limited Announces Proposed Fundraise of Approximately £10 Million

2026-03-31

TSXV - TSX Venture Exchange · Rare Earth Elements · Neodymium · Praseodymium · Dysprosium · Terbium · Yttrium · Lanthanum · Cerium · Samarium · Europium · Gadolinium · Holmium · Erbium · Thulium · Ytterbium · Lutetium · Uranium · Tantalum · Niobium · Thorium · Magnet Rare Earth Elements · Canada · Financing

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

PROPOSED FUNDRAISE OF APPROXIMATELY £10 MILLION

VANCOUVER, BC / ACCESS Newswire/ March 31, 2026 / Mkango Resources Ltd (AIM:MKA)(TSX-V:MKA) (the "Company" or "Mkango") is pleased to announce a proposed equity offering to raise gross proceeds of approximately £10 million (equivalent to C$18,375,000) (the "Fundraise"). The Fundraise comprises: (i) a placing to certain institutional and other investors, to be carried out by way of an accelerated bookbuild; (ii) a private placement to certain investors in Canada pursuant to the Listed Issuer Financing Exemption (under Canadian securities laws) and to "qualified institutional buyers" in the US; (iii) a separate retail offer in the UK; and (iv) a direct subscription by certain investors outside of the US and Canada.

[](https://app.accessnewswire.com/imagelibrary/d41199c5-8d05-48c5-910f-ca06e0b6dcc8/1153688/image.png?v=1)

Proceeds from the Fundraise are expected to support the Company's growth opportunities (a potential acquisition in Germany); capital expenditure requirements at its UK and German operations; as well as for general corporate purposes.

The Fundraise will be conducted via the issue of new common shares of no par value in the capital of the Company ("Common Shares") and consists of:

a non-pre-emptive placing (the "Placing") of new Common Shares (the "Placing Shares") at price of 33 pence per Common Share (equivalent to C$0.606375) (the "Placing Price");

a non-pre-emptive private placement of new Common Shares at the Placing Price (the "LIFE Offering Shares") to Canadian investors pursuant to the Listed Issuer Financing Exemption (under applicable Canadian securities laws) and to "qualified institutional buyers" in the US (the "LIFE Offering");

a non-pre-emptive retail offer through Retail Book Limited ("RetailBook") for new Common Shares at the Placing Price (the "RetailBook Offer Shares") to be made on terms outlined in a separate announcement (the "Retail Offer"); and

a direct subscription (the "Subscription") by certain investors outside of Canada for new Common Shares (the "Subscription Shares" and together with the Placing Shares, the LIFE Offering Shares, the RetailBook Offer Shares, the "Offer Shares") pursuant to subscription agreements to be entered into with the Company (the "Subscription Agreements").

The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

There is an offering document (the "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 Offering Document before making an investment decision.

The Subscription Shares will be subscribed for on the terms of the Subscription Agreements, rather than pursuant to the terms and conditions of the Placing or the LIFE Offering. No part of the Fundraise is being underwritten.

Trading of the Common Shares on the TSX Venture Exchange ("TSX-V") was halted as of 11.35 a.m. (Toronto time) today at the request of the Company, pending the release of this Announcement. The trading halt will continue on the TSX-V until 9.30 a.m. (Toronto time) on Wednesday 1 April 2026, at which time trading of the Common Shares on the TSX-V is expected to continue in the normal course during trading hours.

A further announcement confirming the closing of the Bookbuild, and the number of Offer Shares to be issued pursuant to the Fundraise, is expected to be made in due course.

William Dawes, CEO, commented:

"With strong foundations already in place, this Fundraise marks a significant step forward in delivering our strategy to scale rare earth magnet making across our plants in the UK and Germany.

We are uniquely positioned to capitalise on growing demand for sustainable, secure supplies of rare earth magnets and this funding strengthens our ability to execute on that opportunity. We look forward to delivering long-term value for shareholders while supporting the global energy transition."

Rationale for the Fundraise

Background

The Fundraise is intended to accelerate the execution of Mkango's rare earth magnet recycling strategy across the UK and Germany, positioning the Company at the forefront of a rapidly growing and strategically critical market.

The Fundraise strengthens the Company's balance sheet and positions Mkango to capitalise on increasing demand for sustainable, secure supply of rare earth magnets which is being driven by the demand from data centres, electric vehicles, renewable energy and supply chain security priorities.

Intended Use of Proceeds

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.

Details of the Fundraise

Placing

Peel Hunt LLP ("Peel Hunt"), H & P Advisory Limited ("H&P") and Alternative Resource Capital, a trading name of Shard Capital Partners LLP ("ARC") are acting as joint bookrunners in connection with the Placing (together the "Joint Bookrunners" or the "Banks"). Red Cloud Securities Inc. ("Red Cloud") is acting as Canadian Adviser in respect of certain US investors that may participate in the Placing. JUB Capital Management LLP ("JUB") is acting as Corporate Finance Adviser to the Company in respect of introducing certain investors to participate in the Placing.

The Placing is subject to the terms and conditions set out in Appendix I. The Joint Bookrunners will immediately following this announcement commence a bookbuilding process in respect of the Placing. The timing of the close of the Bookbuild, the number of Placing Shares to be placed as well as allocation of the Placing Shares will be agreed between the Joint Bookrunners and the Company following the close of the Bookbuild. The results of the Fundraise will be announced as soon as practicable following the close of the Bookbuild.

LIFE Offering

Concurrent with the Placing, the Retail Offer and the Subscription, subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - _Prospectus Exemptions_("NI 45-106"), the LIFE Offering Shares that may be sold in Canada under the LIFE Offering will be offered for sale to purchasers in British Columbia, Alberta, Saskatchewan and Ontario, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - _Exemptions from Certain Conditions of the Listed Issuer Financing Exemption_(the "Listed Issuer Financing Exemption"). LIFE Offering Shares issued under the Listed Issuer Financing Exemption will not be subject to a hold period under Canadian securities legislation. LIFE Offering Shares may also be offered for sale to purchasers outside of Canada, including but not limited to "qualified institutional buyers" in the United States, pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended.

Red Cloud, acting as Canadian Adviser, has been engaged to find subscribers for the LIFE Offering Shares on a "best efforts" basis.

Retail Offer

Concurrent with the Placing, the LIFE Offering and the Subscription, there will be a separate offer by the Company on the RetailBook platform of RetailBook Offer Shares at the Placing Price to provide UK retail investors with an opportunity to participate in the Fundraise. The Retail Offer will be made on terms outlined in a separate announcement to be made shortly. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company.

Subscription

Concurrent with the Placing, the LIFE Offering and the Retail Offer, the Company will solicit subscribers under the Subscription by way of the Subscription Agreements. JUB is acting as a Corporate Finance Adviser to the Company in connection with introducing investors outside of Canada and the US pursuant to the Subscription.

Prior to launch of the Fundraise, the Company consulted with a number of its shareholders and other investors outside of Canada to gauge their feedback as to the terms of and potential participation in the Placing. The Company's Directors have concluded that the Fundraise, if completed, is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company. The Placing is being structured through the Bookbuild to minimise execution and market risk.

Application 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.

Subject to completion of the Bookbuild and the Placing, the LIFE Offering, the Retail Offer, the Subscription, and receipt of TSX-V conditional acceptance, it is anticipated that admission of the Offer Shares to AIM will become effective at 8.00 a.m. (London time) and that the Offer Shares will also 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 Offering Document, the terms of the Retail Offer and the terms of the Subscription Agreements.

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 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.

Unless otherwise stated, all amounts in this Announcement are based on an exchange rate of £1:C$1.8375, being the closing exchange rate on the Bank of Canada website on 30 March 2026.

Appendix I to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing (and for the avoidance of doubt, not the LIFE Offering, the Retail Offer or the Subscription). By choosing to participate in the Placing and by making an oral or written and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in Appendix I.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in Appendix II.

Other Information - Pricing and cost data for 2027

The Company's pricing and cost data for 2027 for HyProMag Ltd, a UK company, HyProMag GmBH, a German company, and HyProMag USA LLC, a US company is as follows:

average selling prices of US$55-65/kg (UK); US$60-70/kg (Germany) and US$56.8/kg (US);

associated costs are US$30-36/kg (UK); US$30-34/kg (Germany) and US$22.3/kg (US).

This data is based on (a) a Nd metal price of US$159/kg; (b) operating costs that are based on current input costs in UK and Germany (c) output volumes of 350 tonnes per annum (tpa) (UK), 750tpa (Germany) and 1,552tpa (USA); and (d) the Company's currently proposed product mix at each location.[1]

The person responsible for arranging release of this Announcement on behalf of the Company is Alexander Lemon.

This Announcement contains information which, prior to its publication constituted inside information for the purposes of Article 7 of the UK Market Abuse Regulation.

1The principal assumptions used by the Company in preparing such data, and the assumptions as to the average selling prices, operating costs and output volumes include assumptions as to: feedstock type and prices; number of shifts worked per week (and associated shift length); product mix sales (alloy power, blocks, magnets with associated grades) gas and power costs. The material risk factors which could cause actual results to differ materially from the assumptions as to average selling prices, associated costs, output volumes and proposed product mix at each location are: significant change in Nd metal prices; an increase or decrease in operating costs; and material change in output volumes of 350 tonnes per annum (tpa) (UK), 750tpa (Germany) and 1,552tpa (USA); and a change in the Company's currently proposed product mix at each location These assumptions are "forward-looking information" within the meaning of applicable Canadian securities laws, which are based upon the Company's current internal expectations, estimates, projections, assumptions, and beliefs. This forward-looking information is made only as of the date of this news release other than the US data which is from the news release issued by Mkango on December 15, 2025 and uses pricing data as of that date. Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information.

Contacts:

Mkango Resources Ltd

William Dawes Chief Executive Officer will@mkango.ca

Alexander Lemon President alex@mkango.ca

Canada: +1 403 444 5979 www.mkango.ca @MkangoResources

SP Angel Corporate Finance LLP

Nominated Adviser Jeff Keating, Jen Clarke, Caroline Rowe, Devik Mehta UK: +44 20 3470 0470

Peel Hunt LLP

Joint Bookrunner Ross Allister, Emily Bhasin Sohail Akbar, Nicolas Wilks, Ambika Bose

UK: +44 (020) 7418 8900

Alternative Resource Capital

Joint Bookrunner Alex Wood, Keith Dowsing UK: +44 (020) 4530 9160/77

H&P Advisory Limited

Joint Bookrunner Andrew Chubb, Leif Powis, Jay Ashfield UK: +44 20 7907 8500

Red Cloud Securities Inc.

Canadian Adviser ecm@redcloudsecurities.com

JUB Capital Management LLP

Corporate Finance Adviser Adam Dziubinski UK: +44 20 8159 2558

Montfort Communications

Nick Miles, Ann-marie Wilkinson, Jack Hickman UK: +44 (0)20 3514 0897 mkango@montfort.london

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.

Maginito holds a 100 per cent interest in HyProMag Limited 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 HPMS 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 in Malawi ("Songwe") and the proposed 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").

For more information, please visit www.mkango.ca

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements" or "forward-looking information" (collectively, "forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipate", "believes", "expects", "continue", "could", "estimate", "forecast", "intends", "may", "plan", "predicts", "projects", "should", "will" and other similar expressions. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the assumptions as to average selling prices, associated costs, metal price, operating costs, output volumes and currently proposed product mix at each of its location, which are based upon the Company's current internal expectations, estimates, projections, assumptions, and beliefs, the results of the Fundraise, the issuance of the Offer Shares, the amount to be raised pursuant to the Fundraise, the Company's prospects, growth and strategy. By their nature, forward-looking statements are subject to numerous risks and uncertainties that contribute to the possibility that predictions, forecasts and projections and other forward-looking statements will not occur, or that actual results will differ from such forward-looking statements. Such risks and uncertainties include but are not limited to: satisfaction of the conditions precedent included in the Placing Agreement and no termination rights arising thereunder, satisfaction of the conditions precedent in the Subscription Agreements and Investor Questionnaires to be submitted by subscribers under the LIFE Offering, including payment of the subscription proceeds required pursuant to such agreements, stock market volatility, the risks of the ongoing war in the Middle East, the availability of (or delays in obtaining) financing to develop the recycling plants in the UK, Germany and the US, as well as Songwe Hill and the proposed separation plant in Poland, governmental action and other market effects on global demand and pricing for the metals and associated downstream products for which the Company is exploring, researching and developing, the restrictions in place whilst equipment and infrastructure is owned by the University of Birmingham, 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 the Company and HyProMag, availability of scrap supplies for recycling activities, governmental regulation (including the impact of environmental and other regulations) on and the economics in relation to recycling and the development of the recycling and separation plants of the Company and HyProMag, 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, the positive results of feasibility studies on the various proposed aspects of the Company's, Maginito's and CoTec's activities, meeting conditions to DFC funding commitment for Songwe, successful completion of the transaction contemplated by the Business Combination Agreement with CPTK, general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, changes in environmental, tax and royalty legislation, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, the ongoing war in the Middle East, and ability to access sufficient capital from internal and external sources and those risk factors identified in the Company's publicly filed disclosure documents available at www.sedarplus.ca/landingpage.

Earlier from Mkango Resources Ltd.

More financing releases

Antimony Resources Corp. (ATMY) (ATMYF) (K8J0) Announces Closing of Order Book for Financing Antimony Resources Corp. (ATMY.CN), 2026-10-16
Steadright Private Placement Upsized to $900K and Appoints Director Steadright Critical Minerals Inc. (SCM.CN), 2026-10-16
Quartz Closes $1.7 Million Unit Financing Quartz Mountain Resources Ltd. (QZM.V), 2026-10-16