AIM Rule 26
The information included in this section is disclosed pursuant to AIM Rule 26 of the AIM Rules for Companies and was last updated on the 29.11.2022
Click HERE for a description of the Company
Click HERE for Director Biographies
Country of Incorporation:
Canada (Alberta 13th November 2007 and then Continuation to British Columbia 15th Oct 2018)
There are significant differences between UK corporate law and those applicable to the Company by means of its incorporation in Alberta and continuation to British Columbia, Canada. As a result, rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
The Company is not required under Canadian law to offer new Common Shares to existing Shareholders on a pre-emptive basis as is required of companies incorporated under the UK Companies Act. The Company is subject to a number of anti-dilution provisions under the rules of the TSX-V. Should the Company cease to be listed on the TSX-V, the Company has undertaken pursuant to the nominated advisor and broker agreement to adopt appropriate anti-dilution provisions for as long as the Company remains on AIM.
Rule 17 of the AIM Rules:
When acquiring shares in the Company, shareholders are entitled under Canadian securities laws to categorise themselves as "objecting" ("Obos") or "non-objecting" ("Nobos"). By registering as such, which they usually do through the entity through which they acquired their shares, Obos are noting that they object to their interest and their details being disclosed to the Company. In respect of interests up to 10 percent of the issued share capital of the Company after which level Canadian securities law makes disclosure mandatory. Nobos on the other hand are noting the fact that they do not object to their shareholdings and their details being disclosed to the Company.
Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its Shareholders' interests in three percent or more of the Common Shares and changes thereto (of any movements through a percentage point upwards or downwards). The Shareholders approved on the 19th November 2015, to change the Company's constitution to require that Shareholders holding interests in three percent or more of the Company's Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto
Though Mkango's constitution incorporates the requirements for shareholders to disclose their holdings of voting rights in accordance with the United Kingdom Financial Conduct Authority's Disclosure Guidance and Transparency Rules Sourcebook ("DTR"), as a Canadian incorporated business statutory disclosure of significant shareholdings may be different and may not always ensure compliance with the requirements of AIM Rule 17. Shareholders are advised to consult the DTR when considering their requirements to disclose holdings to the Company
Country of Operation:
Current constitutional documents:
Click HERE for the Articles of Incorporation and Bylaws
The Company's Common Shares are also listed on AIM and posted for trading on the TSX Venture Exchange.
AIM Securities in Issue:
This section was updated on 29.11.2022.
Securities not in public hands:
This section was updated on 29.11.2022.
Restrictions on transfer of the Securities:
Trading restriction for onward sale of Placing Shares to residents of Canada is four months and one day post Admission, thereafter no restriction on transfer of Common Shares. No restrictions apply to existing shares (i.e. non-Placing Shares) nor in respect of transfers occurring through CREST.
|Resources Early Stage Opportunity Company Ltd||7.43%|
|Mr Stewart Newton||5.14%|
|Mr Michael Geoghegan||4.03%|
|Leo Mining & Exploration Limited (Note 1)||3.97%|
|Mr Derek Linfield||3.74%|
Note 1 : William Dawes and Alexander Lemon, both executive directors of Mkango, each hold a 17.3% interest in Leo Mining and Exploration Ltd
This section was last updated on 29.11.2022.
Click HERE for the financial statements of the Company
Click HERE for all notifications made by the Company
Corporate Governance Code:
The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 - Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices in addition NP 58-201 - Corporate Governance Guidelines, provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101 and NP 58-201.
As a result of its listing on the TSX-V and being a reporting issuer in the Canadian province of British Columbia, the Company has established corporate governance practices and procedures appropriate for a publicly listed company of its size and stage. The Company complies with relevant Canadian corporate governance standards to the extent that the Directors reasonably consider appropriate for a company of Mkango Resources' size and type. In particular, the Company has established and properly constituted an Audit Committee and a Remuneration Committee. The Audit Committee has been tasked with ensuring compliance to the AIM Rules.
The Company annually reports on compliance with the relevant Canadian rules and regulations in the circular it sends to shareholders in connection with its annual meeting
This section was last updated on 29.11.2022.
Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Corporation.
The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.
Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), the Corporation is required to disclose its corporate governance practices as summarized below.
Board of Directors
The Board facilitates its exercise of independent supervision over the Corporation's management through frequent meetings. The Board is currently composed of seven directors, five of whom are considered to be independent for purposes of NI 58-101. The independent members of the Board are Derek Linfield, Susan Muir, and Shaun Treacy. Alexander Lemon is not considered an independent director as he is the President of the Corporation and William Dawes is not considered independent as he is the CEO of the Corporation. As a Talaxis nominee Mr Stephen Motteram is not considered an independent director
The Board may meet independently of management as needed. Although they are permitted to do so, the independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. To facilitate independent judgment among the Board, the Board encourages open and transparent discussions in carrying out its various functions. Furthermore, the Board is in regular formal and informal contact and independent directors are continually provided with the opportunity to be fully apprised of the Corporation's plans and to question management as required.
The following directors are also directors of the reporting issuers (or equivalents) shown below:
|Name||Other Directorship of Reporting Issuer||Name of Trading Market|
|Stephen Motteram||General Alumina Holdings Limited
General Alumina Jamaica Inc.
General Alumina Jamaica Limited
M.H.A.G Servicos & Mineracao S.A.
Noble Resources DMCC
While the Board has not codified written descriptions of the Chair of the Board and each committee, the Chief Executive Officer or the Chief Financial Officer, the Corporation and the Board delineate the roles and responsibilities of each position through frequent and transparent communication with each other regarding such roles and responsibilities.
Orientation and Continuing Education
The Corporation takes appropriate steps to assist new directors of the Corporation to develop an understanding of (i) the role of the Board and its committees; (ii) the contribution that directors are expected to make to the Board; and (iii) the nature and operation of the Corporation's business. The Corporation also provides all directors appropriate opportunities when required to maintain or enhance their skills and abilities as directors and ensure that their knowledge and understanding of the Corporation's business remains current.
In order to orient new directors regarding the role of the Board, its committees and directors, including the business and operations of the Corporation, all potential new directors are given the opportunity to meet with the Chief Executive Officer and other directors to ask questions and become familiar with the Corporation prior to being elected as a director.
Ethical Business Conduct
The Board has not adopted a written code for the directors, officers and employees. The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.
Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the ABCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors, which evoke such a conflict.
Nomination of Directors
The Board has not appointed a nominating committee. The Board determines new nominees to the Board although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board including both formal and informal discussions among the directors and officers.
The table below lists the members of the Remuneration Committee and their independence:
|Susan Muir (1)||Yes|
Note: (1) Chair of Remuneration Committee.
Relevant Education and Experience
All the members of the Remuneration Committee have been involved in providing legal advice to or the financing, administration and operation of managing public companies or significant operations of private companies, which provides relevant experience to serve on the Remuneration Committee.
Other Board Committees
The Corporation has no standing committees at this time, other than the Audit Committee and the Remuneration Committee (as defined below). The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board. The Board through the careful selection of its members and from fostering a culture of openness has established an environment where its members are given ongoing feedback on their performance.
National Instrument 52-110 - Audit Committees ("NI 52-110") requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee (the "Audit Committee") and its relationship with its independent auditor, as set forth in the following:
Composition of the Audit Committee
The table below lists the members of the Audit Committee and their independence and financial literacy:
|Audit Committee Members||Independent||Financially Literate|
|Shaun Treacy (1)||Yes||Yes|
Notes: (1) Chair of Audit Committee
Relevant Education and Experience
All the members of the Audit Committee have been involved in the financing, administration and operation of managing public companies or significant operations of private companies. All members have the ability to read, analyze, and understand the complexities surrounding the issuance of financial statements.
Audit Committee Oversight
Since the commencement of the Corporation's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.
Pre-Approval Policies and Procedures
The Audit Committee has adopted policies and procedures for the engagement of non-audit services. The Audit Committee has delegated to its members the authority to pre-approve non-audit services, provided, however, that such pre-approval of non-audit services shall be presented to the Audit Committee at its first scheduled meeting following any such pre-approval.
The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of its reporting obligations under NI 52-110 for the year ended 31st December, 2018. This exempts a "venture issuer" (as defined in NI 52-110) from the requirement to comply with Part 3 "Composition of the Audit Committee" and Part 5 "Reporting Obligations" of NI 52-110.
The Company is not subject to the UK City Code on Takeovers and Mergers. As a company incorporated in Alberta and continued into British Columbia is listed on the TSX Venture Exchange, it falls under the Canadian law. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules made to security holders in various jurisdictions in Canada.
Admission Document :
Click HERE for the Company's AIM admission document.
Nominated Advisor and Co-Broker:
SP Angel Corporate Finance LLP
35-39 Maddox Street
London, United Kingdom, W1S 2PP
Alternative Resource Capital
London, United Kingdom, W1J 5NQ
Canadian Legal Counsel to the Company:
333 Bay St #2400
Canada, M5H 2T6
London, W1U 7EU
Canadian Registrars and Transfer Agent:
Computershare Trust Company of Canada
530-8th Avenue SW
Canada, TSP 3S8
UK Registrars and Transfer Agent:
Computershare Investor Services plc
Bristol, United Kingdom, BS99 6ZZ