ACQUISITION OF 10% INTEREST IN HYPROMAG GERMANY
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MKANGO MAGNETIC MATERIALS LIMITED
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
ACQUISITION OF REMAINING 10 PER CENT INTEREST IN HYPROMAG GERMANY
LONDON / VANCOUVER: 28 October 2026 – Mkango Magnetic Materials Ltd. (AIM/TSX-V: MKA) (“Mkango” or the “Company”) announces that HyProMag Limited (“HyProMag UK”), a wholly owned subsidiary of Maginito Limited (“Maginito”), has entered into an agreement with Professor Carlo Burkhardt to acquire his 10 per cent interest in HyProMag GmbH (“HyProMag Germany”) (the “Acquisition”). On completion of the Acquisition, HyProMag Germany will be wholly owned by HyProMag UK.
HyProMag Germany is currently commissioning a rare earth magnet recycling and manufacturing plant in Pforzheim and was recently selected as a Strategic Project under the European Union Critical Raw Materials Act.
The Acquisition follows the conversion into equity of the convertible loan made to HyProMag Germany, which became effective on 19 October 2026 on registration of the related capital increase in the German commercial register. As a result, HyProMag UK now holds 90 per cent of HyProMag Germany with the balance to be acquired from Professor Carlo Burkhardt pursuant to the Acquisition.
The total consideration for the Acquisition is £1,060,000. Of this, £757,900 will be satisfied on completion by the issue to Professor Burkhardt of 2,569,152 new common shares of Mkango (the “Consideration Shares”) at a price of 29.5 pence per share, being the closing price of Mkango’s shares on AIM on 27 October 2026, the business day before this announcement. The balance of £302,100 is payable in cash on commissioning of HyProMag Germany’s plant in Pforzheim, and in any event by 31 December 2026. The Consideration Shares will be subject to a contractual lock-up of six months from the date of issue.
The Acquisition is being funded by Maginito’s shareholders in proportion to their interests in Maginito. CoTec Holdings Corp. (“CoTec”), which holds 20.6 per cent of Maginito, will contribute £218,360 in cash, and Mkango, which holds 79.4 per cent, will contribute the Consideration Shares and £83,740 in cash. On completion, Mkango’s effective interest in HyProMag Germany, held through Maginito, will increase from 71.5 per cent to 79.4 per cent.
Professor Burkhardt, a founding shareholder of HyProMag Germany, will continue to work with the Mkango group as a consultant following completion.
Completion of the Acquisition is subject to final acceptance of the TSX Venture Exchange and execution of a notarised share transfer agreement in Germany. A further announcement will be made on completion.
Will Dawes, Chief Executive Officer of Mkango, commented: “Carlo has been central to HyProMag Germany since its formation and to developing the Pforzheim plant in conjunction with the excellent team on the ground. Taking HyProMag Germany into full ownership simplifies the group structure as we scale up short loop rare earth magnet recycling and manufacturing in Germany, and we are delighted that Carlo will continue to work with the group following the transaction.”
Professor Carlo Burkhardt commented: “I am proud of what the team has achieved in Pforzheim. Taking my consideration in Mkango shares keeps me invested in the group’s success, and I look forward to continuing to support HyProMag and the wider Mkango group.”
Related party transaction
Professor Burkhardt holds 10 per cent of HyProMag Germany, a subsidiary of the Company, and is therefore a related party of the Company for the purposes of the AIM Rules for Companies. The Acquisition is accordingly a related party transaction under AIM Rule 13. The Directors of the Company, all of whom are independent of the Acquisition, consider, having consulted with SP Angel Corporate Finance LLP, the Company’s nominated adviser, that the terms of the Acquisition are fair and reasonable insofar as the Company’s shareholders are concerned.
Admission and total voting rights
Application will be made for the 2,569,152 Consideration Shares to be admitted to trading on AIM (“Admission”). Admission is expected to take place on completion of the Acquisition, the date of which will be announced. The Consideration Shares will rank pari passu with the Company’s existing common shares.
Following Admission, the Company’s issued share capital is expected to comprise 392,722,770 common shares, each with one voting right. The Company holds no shares in treasury.
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 United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
About Mkango Magnetic Materials Ltd.
Mkango is listed on the AIM and the TSX-V Stock Exchanges. 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 Holdings Corp. (“CoTec”), and the Remloy business acquired by its wholly owned German subsidiary, 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, which holds a 90 per cent interest in HyProMag GmbH (100 per cent on completion of the Acquisition), focused on short loop rare earth magnet recycling and manufacturing 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 processing route.
HyProMag GmbH has been selected as a Strategic Project under the European Union Critical Raw Materials Act.
Maginito and CoTec are also expanding Hydrogen Processing of Magnet Scrap (“HPMS”) recycling technology into the United States via the 50/50 owned HyProMag USA joint venture company.
Remloy has developed a plant in Bitterfeld, Germany, which recycles end-of-life rare earth magnets via a melting process (medium loop rare earth magnet recycling) to produce NdFeB alloy powders for the bonded and hot deformed magnet markets, complementary to HyProMag’s short loop recycling process, to produce sintered magnets, and to Mkango UK’s long loop recycling process, to produce mixed rare earth carbonates and oxides.
Mkango currently owns 100% of the advanced stage Songwe Hill rare earths project in Malawi and the proposed Pulawy rare earths separation plant in Poland. On grant of the large-scale mining licence the Government of Malawi may elect to take a free 10% interest in the entity holding that licence. Both the Songwe and Pulawy projects have been selected as Strategic Projects under the European Union Critical Raw Materials Act. Songwe has also received Development Funding from the U.S. International Development Finance Corporation (“DFC”), the U.S. Government’s development finance institution, securing US$4.6 million in reimbursable funding for Front End Engineering and Design. Mkango Rare Earths Limited (“MKAR”) has signed a Business Combination Agreement with Crown PropTech Acquisitions (“CPTK”) to list the Songwe Hill and Pulawy rare earths projects on NASDAQ via a SPAC merger (the “Proposed Business Combination”) under the name Mkango Rare Earths Limited.
For more information, please visit www.mkango.ca
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities legislation and other applicable securities laws (together, “forward-looking statements”), including statements concerning: completion of the Acquisition and its timing, including receipt of final acceptance of the TSX Venture Exchange and execution of the notarised share transfer agreement; Admission of the Consideration Shares and the Company’s issued share capital following Admission; commissioning of HyProMag Germany’s plant in Pforzheim and payment of the deferred cash consideration; Professor Burkhardt’s continuing role as a consultant; the scale-up of short loop recycling in Germany; and, under “About Mkango Magnetic Materials Ltd.”, the Proposed Business Combination, the development of Songwe Hill and Pulawy, the expansion of rare earth magnet recycling in the United Kingdom, Germany and the United States, the Development Funding awarded by the DFC and Strategic Project status under the European Union Critical Raw Materials Act.
Actual results may differ materially from those expressed or implied by forward-looking statements, and readers should not place undue reliance on them. Factors that could cause such differences include: failure to satisfy the conditions to completion of the Acquisition; delays in commissioning HyProMag Germany’s plant; failure to complete the Proposed Business Combination on the terms and timetable contemplated, or at all, including failure to obtain required approvals, the level of redemptions by CPTK shareholders and the consequences for Mkango’s status on AIM and the TSX Venture Exchange, including under Rule 14 of the AIM Rules for Companies; the availability of financing; demand and pricing for rare earths; technical, permitting and regulatory matters; political, fiscal and other risks in Malawi, Poland, Germany, the United Kingdom and the United States; the ability to scale recycling technologies to commercial scale; the availability of scrap supplies; and cost overruns.
Forward-looking statements are made as of the date of this news release. Except as required by applicable law, Mkango assumes no obligation to update or revise them.
For further information on Mkango, please contact:
Mkango Magnetic Materials 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 and Joint Broker
Caroline Rowe, Jen Clarke, Devik Mehta
UK: +44 20 3470 0470
Cavendish Capital Markets Limited
Joint Broker
Neil McDonald, Pearl Kellie
UK: +44 20 7330 0500
H&P Advisory Limited
Joint Broker
Andrew Chubb, Leif Powis
UK: +44 20 7907 8500
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 Mkango in the United States. The securities of Mkango 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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