TIDMMKA
RNS Number : 3399K
Mkango Resources Limited
04 January 2021
MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
MKANGO ANNOUNCES WARRANT TRANSACTIONS BY TALAXIS AND
NON-EXECUTIVE DIRECTOR
London / Vancouver: January 4 , 2021 - Mkango Resources Ltd.
(AIM/TSX-V: MKA) (the "Company" or "Mkango") is pleased to announce
the following events:
Talaxis Warrant Exercise
With the objective of minimising dilution to Mkango
shareholders, Talaxis Limited ("Talaxis") has agreed with Mkango to
amend the terms of a warrant held by Talaxis (the "Warrant") to
enable a cashless exercise. Under this amendment Talaxis has agreed
to a cashless exercise of the Warrant for 1,000,000 common shares
("New Shares") in lieu of payment for 12,000,000 Shares at 6.6
pence. The Warrant was due to expire on 31 December 2020. This
amendment significantly reduces the dilution to other Mkango
shareholders and avoids the Company issuing 12,000,000 shares at a
significant discount to the current market price of Mkango Shares.
The amendment of the Warrant and the issuance of the New Shares
remain subject to TSX-V acceptance.
Following the issuance of the Shares to Talaxis pursuant to the
amended Warrant and taking into account the warrant exercise below,
Talaxis will increase its ownership of Mkango from 14,285,715
shares to 15,285,715 shares post-Warrant exercise, representing an
increase from 10.7% to 11.3% of the issued and outstanding shares.
Talaxis maintains its 49% ownership in the Songwe Hill Rare Earths
Project (the "Project") and its option to acquire a further 26%
interest in the Project by arranging financing for project
development including funding the equity component thereof.
Talaxis is a substantial shareholder in Mkango and is therefore
a related party as defined by the AIM Rules for Companies. The
amendment to the terms of the Warrant is a related party
transaction for the purposes of AIM Rule 13 of the AIM Rules for
Companies. The directors of Mkango consider, having consulted with
the Company's Nominated Adviser, SP Angel Corporate Finance LLP,
that the terms of the related party transaction are fair and
reasonable insofar as its shareholders are concerned.
Non-Executive Director Warrant Exercise
Mr. Shaun Treacy, non-executive director of Mkango, has
exercised warrants for 1,200,000 New Shares at a price of 6.6 pence
each, for total proceeds to Mkango of GBP79,200 (US$107,000).
Following the warrant exercise, Mr. Treacy will own a 1.4% interest
in Mkango.
After these two transactions, there are no further warrants
outstanding.
William Dawes, Chief Executive of Mkango stated: "The cashless
warrant exercise agreed with Talaxis minimises potential dilution
to other Mkango shareholders as the Company enters a
transformational period of growth, with anticipated 2021 news flow
including results from the ongoing feasibility study for the Songwe
Hill rare earths project and the recently completed rutile
exploration programme in Malawi, and developments in relation to
Maginito and its interest in UK rare earth magnet recycler,
HyProMag. Furthermore, the warrant exercise by non-executive
director, Shaun Treacy, demonstrates confidence in the Company and
the market outlook. With the growing global demand for critical
materials related to electric vehicles and wind power, Mkango is
uniquely positioned in the rare earths sector, where we anticipate
increasing market focus and corporate activity. "
The New Shares issued Pursuant to the warrant exercises, will
rank pari passu with the existing common shares. Application has
been made for the New Shares issued to Mr Treacy to be admitted to
trading on AIM ("Admission"). It is expected that Admission will
become effective and dealings in the Shares will commence on or
around January 8, 2021. The New Shares will also trade 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 of the New Shares to Mr Treacy ,
its issued share capital will consist of 134,200,721 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 FCA's
Disclosure and Transparency Rules.
Following receipt of TSX-V approval for the amendment to the
terms of the Warrant and the issue of the 1,000,000 Shares to
Talaxis, application will be made for these New Shares to be
admitted to trading on AIM. A further announcement will be made at
such time.
About Mkango
Mkango's primary business is exploration for rare earth elements
and associated minerals in the Republic of Malawi, a country whose
hospitable people have earned it a reputation as "the warm heart of
Africa". The Company holds interests in four exclusive prospecting
licenses in Malawi: the Phalombe licence, the Thambani licence, the
Chimimbe Hill licence and the Mchinji licence.
The main exploration target in the 51% held Phalombe licence is
the Songwe Hill rare earths deposit. This features
carbonatite-hosted rare earth mineralisation and was subject to
previous exploration in the late 1980s. Mkango completed an updated
Pre-Feasibility Study for the project in November 2015 and a
Feasibility Study is currently underway, the initial phases of
which included a 10,900 metre drilling programme and an updated
mineral resource estimate, announced in February 2019. In March
2019, the Company announced receipt of a GBP7 million (C$12.3
million) investment from Talaxis to fund completion of the
Feasibility Study. Following completion of the Feasibility Study,
Talaxis has an option to acquire a further 26% interest in Songwe
by arranging financing for project development including funding
the equity component thereof.
The main exploration targets in Mkango's remaining three 100%
held licences are, in the Thambani licence, uranium, niobium,
tantalum and zircon, in the Chimimbe Hill licence, nickel and
cobalt, and in the Mchinji licence, rutile, nickel, cobalt, base
metals and graphite. Mkango recently completed an extensive
exploration program following a new rutile discovery within the
Mchinji licence.
Mkango also holds a 75.5% interest in Maginito (
www.maginito.com ) with the balance owned by Talaxis . Maginito was
established by Mkango and Talaxis to pursue downstream green
technology opportunities in the rare earths supply chain,
encompassing neodymium (NdFeB) magnet recycling as well as
innovative rare earth alloy, magnet and separation
technologies.
Maginito's strategy is underpinned by offtake rights for
sustainably sourced primary and secondary raw materials, and geared
to accelerating growth in the electric vehicle sector, wind power
generation and other industries driven by decarbonization of the
economy.
For more information, please visit www.mkango.ca .
About Talaxis
Founded in 2016, Talaxis is a wholly-owned subsidiary of Noble
Group Holdings Limited and invests in and develops projects that
are related to technology metals, with a special focus on rare
earth elements. Talaxis focuses on battery and electric vehicle
materials such as nickel, lithium, graphite and vanadium. Talaxis
has supply chain partners in the upstream and midstream segments,
and also focuses on research and development solutions for
industrial consumers in the downstream segment. Talaxis prioritises
sustainable ventures with a strong emphasis on corporate social
responsibility. These include projects that contribute to the
decarbonisation of the economy and that are aligned with the United
Nations Sustainable Development Goals.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement may have been
deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
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, its business and the Project. Generally, forward
looking statements can be identified by the use of words such as
"plans", "expects" or "is expected", "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, governmental action relating to COVID-19,
COVID-19 and other market effects on global demand for the metals
and associated downstream products for which Mkango is exploring,
researching and developing, the positive results of a feasibility
study on the Project and delays in obtaining financing or
governmental or stock exchange approvals. 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 assumes 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 Alexander Lemon
Chief Executive Officer President
will@mkango.ca alex@mkango.ca
Canada: +1 403 444 5979
www.mkango.ca
@MkangoResources
Blytheweigh
Financial Public Relations
Tim Blythe
UK: +44 207 138 3204
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Caroline Rowe
UK: +44 20 3470 0470
Alternative Resource Capital
Joint Broker
Alex Wood
UK: +44 20 7186 9004
Bacchus Capital Advisers
Strategic and Financial Adviser
Richard Allan
UK: +44 20 3848 1642
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.
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END
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