Mkango Resources Ltd.
TSX VENTURE : MKA

Mkango Resources Ltd.

July 06, 2015 12:49 ET

Mkango Resources Announces New Private Placement to Raise Up to C$1.5 M and Intention to Dual List on the London Stock Exchange

CALGARY, ALBERTA--(Marketwired - July 6, 2015) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

Mkango Resources Ltd. (TSX VENTURE:MKA) (the "Corporation" or "Mkango") is pleased to announce that it proposes to raise, in a non-brokered private placement, gross proceeds of up to C$1.5 million (the "Private Placement"). Under the terms of the proposed Private Placement, the Corporation will issue up to 60,000,000 units (the "Units") at a price of C$0.025 per Unit. This Private Placement replaces the C$500,000 private placement announced in the Company`s press release of April 16, 2015. In connection with the new offering, the TSX-V has agreed to waive its requirement that Units have a minimum issue price of C$0.05.

Each Unit will consist of one common share of the Corporation (a "Common Share") and one half of a Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one Common Share at a price of C$0.05 for a period of 3 years following the closing date of the Private Placement.

If, after four months from the closing date of the Private Placement, the closing price (or the average of the 'bid' and the 'ask', if not traded) of the Common Shares on the TSX Venture Exchange (the "TSX-V") exceeds C$0.075 for a period of 20 consecutive trading days, the Corporation may, within three trading days thereof, accelerate the expiry of the Warrants to 20 trading days after the issuance of a news release announcing the new expiry date.

The Corporation will pay a fee to each finder consisting of, at each finder's election, either (i) a cash payment equal to 7% of the proceeds from the Units issued to investors introduced by, or whose subscriptions are attributable to the efforts of, such finder, or (ii) Units equal in number to 7% of the number of Units issued to investors introduced by, or whose subscriptions are attributable to the efforts of, such finder, pursuant to the Private Placement. Additionally, the Corporation will issue to the finders non-transferable finder's warrants (the "Finder's Warrants") equal in number to 7% of the number of Units issued to investors introduced by, or whose subscriptions are attributable to the efforts of, such finder. Each Finder's Warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.05 for one year from the closing date of the Private Placement. In addition, Jub Capital Limited will be paid a corporate advisory fee satisfied by the issuance of 1,000,000 Common Shares on the closing of the Private Placement and by the issuance of 1,000,000 Common Shares on listing of the Corporation on the London Stock Exchange.

Units will be offered and sold only to accredited investors in Canada or persons in other jurisdictions to whom Units may be offered and sold pursuant to the Private Placement without breach of applicable securities laws. The Private Placement will be completed in one or more tranches and the securities issued under the Private Placement will have a hold period of four months and one day from the applicable closing date of each tranche. The Private Placement will be subject to TSX-V approval.

Based on a C$1.5 million Private Placement, the use of proceeds will be for the continuation of flow sheet optimisation, product marketing and other technical expenditures (C$600,000), expenditures related to the Environmental, Social and Health Impact assessment ("ESHIA") (C$75,000), which are key components of the feasibility study, ongoing costs largely in Malawi and Canada (C$420,000), with the balance made up of a contingency on aforementioned technical and ESHIA related expenditures, fees relating to the Private Placement and any non - contingent fees payable in connection with the proposed listing on the AIM board of the London Stock Exchange. Mkango announced a positive pre-feasibility study in September 2014.

Cautionary Note Regarding Forward-Looking Statements

This news release may contain forward-looking statements relating to the completion of the Private Placement on the terms set forth herein, the anticipated closing date of the Private Placement and the use of proceeds from the Private Placement, including the proposed listing of the Corporation on the AIM board of the London Stock Exchange. 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, delays in obtaining financing or governmental or stock exchange approvals.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation 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 securities law. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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 Corporation in the United States. The securities of the Corporation 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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