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DATED 31 March 2026

MKANGO RESOURCES LTD (1)
H & P ADVISORY LIMITED (2)
PEEL HUNT LLP (3)
and
ALTERNATIVE RESOURCE CAPITAL (4)

PLACING AGREEMENT

1 INTERPRETATION ... 1
2 CONDITIONS ... 9
3 DELIVERY OF DOCUMENTS AND OTHER OBLIGATIONS PRIOR TO ADMISSION ... 10
4 AUTHORITY OF H&P, PH AND ARC AS AGENTS ... 11
5 APPLICATION FOR ADMISSION ... 15
6 THE PLACING, ALLOTMENT AND REGISTRATION ... 15
7 RETAIL OFFER ... 17
8 COMMISSIONS, FEES, COSTS AND EXPENSES ... 18
9 WARRANTIES AND UNDERTAKINGS ... 19
10 INDEMNITIES ... 20
11 WARRANTIES, UNDERTAKINGS AND INDEMNITIES: GENERAL PROVISIONS. 23
12 TERMINATION ... 23
13 CONTINUING OBLIGATIONS ... 24
14 EFFECT OF TERMINATION ... 25
15 WITHHOLDING AND GROSSING-UP ... 26
16 ACKNOWLEDGMENTS ... 26
17 TIME OF ESSENCE ... 28
18 GOVERNING LAW AND JURISDICTION ... 28
19 SERVICE OF PROCESS ... 28
20 NOTICES ... 29
21 COUNTERPARTS ... 29
22 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 ... 30
23 GENERAL ... 30

SCHEDULE 1 DOCUMENTS TO BE DELIVERED ... 32
SCHEDULE 2 THE WARRANTIES ... 33

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SCHEDULE 3 THE CERTIFICATE ... 47
SCHEDULE 4 PLACING RESULTS AGREEMENT ... 48
SCHEDULE 5 MINING PERMITS ... 50

DATE OF PLACING AGREEMENT
31 March
2026

PARTIES

(1) MKANGO RESOURCES LTD (registered number 2013624792) whose registered office is at 550 Burrard Street, Suite 2900, Vancouver BC Canada, V6C 0A3 ("Company")
(2) H & P ADVISORY LIMITED of 3rd Floor, 7-10 Chandos Street, London W1G 9DQ ("H&P")
(3) PEEL HUNT LLP of 7th Floor 100 Liverpool Street, London EC2M 2AT ("PH")
(4) ALTERNATIVE RESOURCE CAPITAL (a trading name of Shard Capital Partners LLP) of 36-38 Cornhill, London EC3V 3NG ("ARC")

INTRODUCTION

A The Company proposes to issue the Placing Shares at the Placing Price by way of a placing with institutional and other investors.
B Each of H&P, PH, and ARC have agreed, as agent for the Company, to use its respective reasonable endeavours to procure Placees for the Placing Shares on the terms and subject to the conditions set out in this Agreement.
C The Company also proposes to (i) procure certain direct subscribers for Subscription Shares; (ii) conduct a private placement in Canada to procure subscribers for LIFE Offering Shares; and (iii) raise further funds by way of Retail Offer via the RetailBook Platform, in each case at the Placing Price.
D Application will be made for the admission to trading on AIM and listing on the TSX-V of all the New Common Shares.

The Placing is proposed to be made (1) outside the United States of America in "offshore transactions" meeting the requirements of Rule 903 of Regulation S under the US Securities Act, and (2) in the United States of America on a private placement basis to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act (and select other jurisdictions), in transactions which are intended to be exempt from the registration requirements of the US Securities Act.

IT IS AGREED THAT:

1 INTERPRETATION

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

"Accounts" means the consolidated audited statement of comprehensive income/loss, statement of financial position, cash flow statement and statement of changes in equity for the Company as at or for the financial period ending on the Accounts Date together with the notes and directors' and auditors' reports therein.

"Accounts Date" means 31 December 2024.

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"Admission Application" means the application of the Company to the London Stock Exchange for Admission in the form required by the AIM Rules.

"Admission" means admission of the New Common Shares to trading on AIM becoming effective in accordance with the AIM Rules.

"Admission Date" means 10 April 2026.

"Affiliates" has the meaning set forth in Rule 405 of the US Securities Act.

"AIM Mining, Oil & Gas Companies Note" means the 'Note for Mining and Oil & Gas Companies' published by the London Stock Exchange in June 2009 setting out specific requirements, rules, interpretations and guidance relating to resource companies, as may be amended from time to time.

"AIM Rules" means the AIM Rules for Companies (including, without limitation, the AIM Mining, Oil & Gas Companies Note and any guidance or notes or statements of practice) published by the London Stock Exchange from time to time which govern the rules and responsibilities of companies whose shares are admitted to trading on AIM, as amended from time to time.

"AIM" means AIM, a market of the London Stock Exchange.

"ARC Placees" means those investors subscribing for Placing Shares at the Placing Price procured by ARC pursuant to the Placing.

"Articles" means the articles of incorporation and by-laws of the Company adopted by the Company as at the date of this Agreement.

"Associated Companies" means in relation to a company, any subsidiary undertakings of such company, parent undertakings of such company or any subsidiary undertakings of any such parent undertakings from time to time, and "Associated Company" shall be construed accordingly.

"Associates" means in relation to any person, (i) officers, directors and employees and agents from time to time of that person, (ii) Associated Companies of such person and each of the officers, directors, and employees and agents of any such Associated Company from time to time, and "Associate" shall be construed accordingly.

"BCA" means the Business Corporations Act SBC 2002, c 57 (as amended from time to time).

"Board" means the board of directors of the Company or a duly authorised committee thereof.

"Business Day" means any day (excluding Saturdays, Sunday and public holidays) on which banks in each of the City of London, England and Vancouver, Canada are open for business.

"Canadian Legal Opinion" means the agreed form legal opinion as to Canadian law issued by Fasken Martineau DuMoulin LLP confirming inter alia the Company's due incorporation and good standing.

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"Canadian Finder" means Red Cloud Securities Inc., of 120 Adelaide Street West, Suite 1400, Toronto, Ontario M5H 1T1, Canada.

"Canadian Finder Placees" has the meaning in clause 8.1.

"Canadian Private Placement" means the proposed private placement of the LIFE Offering Shares to (i) Canadian investors in accordance with the "listed issuer exemption" under Part 5A of NI 45-106, as amended by Order 45-935 in respect of which the Canadian Finder is acting as finder to the Company and (ii) US investors pursuant to one or more exemptions from registration requirements of the US Securities Act.

"Canadian Securities Laws" means all statutes, laws, ordinances, rules, regulations, national instruments and multilateral instruments applicable to the Company as a reporting issuer in British Columbia and Alberta with its common shares admitted to trading on the TSX-V.

"Claims" means any and all actions, claims, demands, investigations, judgements, proceedings or regulatory enquiries (in each case whether or not successful, compromised or settled) howsoever arising and whether present, unascertained, immediate, future, threatened or contingent (each a "Claim").

"Common Shares" means the common shares without par value in the capital of the Company.

"Conditions" means the conditions set out in clause 2.1.

"Conduct of Business Sourcebook" means the Conduct of Business Sourcebook contained in the FCA Handbook.

"CREST" means the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations.

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended).

"Depositary" means Computershare Investor Services plc.

"Depositary Agreement" means the depositary services agreement entered into between the Depositary and the Company providing for the deposit of the Common Shares with the Depositary (or its custodian) and ongoing matters relating to the Depositary Interests created under the Depositary Deed.

"Depositary Deed" means the deed poll under which the Depositary constitutes and issues Depositary Interests for trade and settlement within CREST.

"Depositary Interest" means the depositary interests representing the Common Shares to be issued by the Registrar on Admission in accordance with the terms of the Depositary Agreement and the Depositary Deed and "Depositary Interests" shall be construed accordingly.

"Euroclear" means Euroclear UK & International Limited, the operator of CREST.

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"FCA Handbook" the handbook of rules and guidance made by the FCA, as amended from time to time.

"FS Act" means the Financial Services Act 2012.

"FSMA" means the Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto.

"Fundraising" means the Placing, the Subscription, the Canadian Private Placement and the Retail Offer.

"Fundraising Materials" means the Placing Launch Announcement, the Placing Results Agreement, the Placing Results Announcement, the Subscription Agreements, the LIFE Offering Document, the Investor Questionnaires, any US Investor Letter, any agreement with the Canadian Finder relating to the Canadian Private Placement, and the Presentation, any amendments and supplements to any of the foregoing and any other document, announcement, advertisement, publicity or road show materials relating to or connected with the Placing, the Subscription or the Canadian Private Placement published by the Company or on its behalf as approved by the Company.

"Group" means the Company and its subsidiary undertakings at the date hereof and "Group Company" shall be construed accordingly.

"H&P Places" means those investors subscribing for Placing Shares at the Placing Price procured by H&P pursuant to the Placing.

"Indemnified Person" means each of (a) H&P and each of its Associates (b) PH and each of its Associates, and (c) ARC and each of its Associates, each of whom is an "Indemnified Person" for the purposes of this Agreement.

"Intellectual Property Rights" means all intellectual property rights, whether registered or unregistered, including patents, utility models, supplementary protection certificates, patent term extensions, design rights, trademarks and service marks, rights in trade names, business names and domain names, rights in confidential information, trade secrets and know-how, database rights, copyright, and all similar property rights (and including all applications for and rights to claim priority from such rights).

"Investor Questionnaires" means the questionnaires to be entered into by between the Company and the LIFE Offerees.

"JUB" means JUB Capital Management LLP.

"JUB Places" has the meaning in clause 8.1.

"Launch Board Minutes" means the minutes of a meeting of the Board (or committee thereof) approving the Placing and the Retail Offer, amongst other matters, in the agreed form.

"LIFE Offerees" means persons found by Red Cloud to subscribe for and/or purchase the LIFE Offering Shares.

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"LIFE Offering Shares" means the new Common Shares to be issued by the Company to LIFE Offerees pursuant to the Canadian Private Placement.

"LIFE Offering Document" means the Company's offering document in respect of the Canadian Private Placement.

"London Stock Exchange" means London Stock Exchange plc.

"Long Stop Date" means 24 April 2026 (or such later date as H&P, PH, ARC and the Company may agree in writing).

"Losses" means all losses, liabilities, damages, costs, charges or expenses (including properly incurred legal fees, costs and expenses, and fines and interest) together with an amount equal to any irrecoverable VAT (if applicable) (each a "Loss").

"Magnet Recycling Operations" means the Group's magnet recycling and manufacturing activities as currently carried on or being developed in the UK, Germany and the US.

"Material Adverse Change" means any adverse change in, or any development reasonably likely to involve an adverse change in the condition (financial, operational or legal), earnings, business, management, properties, assets, rights or results of operations which is material in the context of the Group, taken as a whole.

"MDA" means the mining development agreement between the Company and the Government of Malawi dated 26 July 2024.

"Mining Operations" means the Group's exploration and development activities as currently carried on in respect of the Projects carried on pursuant to the Mining Permits.

"Mining Permits" means the Group's exploration and retention licences, mining licences, permits and concessions, brief details of which are set out in Schedule 5, the MDA and any related consents, permits, licences or approvals.

"New Common Shares" means the Placing Shares, the Subscription Shares, the LIFE Offering Shares and the Retail Offer Shares.

"NI 45-106" means National Instrument 45-106 – "Prospectus Exempt Distributions".

"Order 45-935" means Coordinated Blanket Order 45-935 – "Exemptions from Certain Conditions of the Listed Issuer Financing Exemption".

"PH Placees" means those investors subscribing for Placing Shares at the Placing Price procured by PH pursuant to the Placing.

"Placees" means the H&P Placees, PH Placees, the ARC Placees, the Canadian Finder Placees (if any) and the JUB Placees.

"Placing" means the placing of the Placing Shares procured by each of H&P, PH and ARC on the terms and conditions set out in the Placing Launch Announcement and this Agreement.

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"Placing Launch Announcement" means the press announcement in the agreed form giving details of Fundraising and setting out the terms and conditions applicable to the Placing.

"Placing Price" means 33 pence per Placing Share.

"Placing Results Agreement" means the agreement that may be entered into between the parties to this Agreement in the form set out in Schedule 4, providing final details of the Placing, in the agreed form.

"Placing Results Announcement" means the press announcement in the agreed form giving details of the results of the Placing.

"Placing Shares" means the new Common Shares to be allotted and issued by the Company to the Placees in accordance with the terms and conditions set out in the Placing Launch Announcement, as set out in the Placing Results Agreement.

"POATR" means the Public Offers and Admission to Trading Regulations 2024 (SI 2024/105) as amended from time to time.

"Presentation" means the investor presentation delivered to potential Placees by the Company containing information relating to the Group in the agreed form.

"Previous Announcements" means the announcements made by or on behalf of the Company through a Regulatory Information Service since the Accounts Date.

"Projects" means the Group's mining projects, comprising the Songwe Hill rare earths project located in Malawi and the Pulawy rare earths separation project in Poland.

"Reasonable and Prudent Operator" means a person acting: (a) in a diligent, safe and efficient manner with such prudence as would reasonably and ordinarily be expected from a skilled and experienced person acting in good faith and carrying out the same type of activity in the international metals and mining industry under similar circumstances. and (b) in accordance with applicable laws and good and prudent industry methods, principles, practices and standards.

"Registrar" means Computershare Investor Services plc.

"Regulation S" means Regulation S under the US Securities Act, including Rules 901 through 905 thereunder.

"Regulatory Information Service" means a service approved by the London Stock Exchange for the distribution to the public of regulatory announcements in accordance with the AIM Rules.

"RetailBook" means Retail Book Limited.

"RetailBook Engagement Letter" means the engagement letter between the Company and RetailBook setting out the terms and conditions upon which the Retail Offer Shares will be marketed and subscribed for.

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"RetailBook Platform" means the online platform developed by RetailBook through which the Retail Offer is being conducted.

"Retail Offer" means the offer of Retail Offer Shares at the Placing Price through intermediaries via the RetailBook Platform.

"Retail Offer Announcement" means the announcement made by or on behalf of the Company through a Regulatory Information Service, setting out the terms of the Retail Offer.

"Retail Offer Shares" means up to 3,030,303 Common Shares to be issued pursuant to the Retail Offer.

"Retail Offer Subscribers" means persons who agree to subscribe for the Retail Offer Shares pursuant to the Retail Offer.

"Subscribers" means those investors procured by the Company and/or found by JUB subscribing for Subscription Shares at the Placing Price pursuant to the Subscription Agreements.

"Subscription" means the proposed subscription by the Subscribers of Subscription Shares at the Placing Price arranged by the Company and/or JUB pursuant to the Subscription Agreements.

"Subscription Agreements" means the agreements to be entered into on or around the date of this Agreement between the Company and the Subscribers relating to the Subscription.

"Subscription Shares" means the Common Shares to be issued pursuant to the Subscription.

"Supplementary Press Announcement" means any supplementary Press Announcement prepared in accordance with clause 3.3.

"TSX-V" means the TSX Venture Exchange.

"TSX-V Rules" means the rules and policies, appendices and forms of TSX-V as set forth in the TSX-V Corporate Finance Manual and related staff notices, as amended from time to time.

"UK MAR" means the Market Abuse Regulation (EU) No 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018, as amended).

"US Affiliate" means, with respect to H&P and PH, the duly registered United States broker-dealer affiliate of such agent.

"US Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

"US Legal Opinion" means the agreed form legal opinion as to US law issued by Dorsey & Whitney LLP confirming that it is not necessary to register the offer and sale

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or issue of the Placing Shares or the LIFE Offering Shares in the United States pursuant to the Placing or the Canadian Private Placement under the US Securities Act.

"US Investor Letter" means the letter in the agreed form to be completed and signed by each Placee and each LIFE Offeree who is a "qualified institutional buyer" as defined in Rule 144A of the US Securities Act located in the United States of America.

"US Securities Act" means the United States Securities Act of 1933, as amended.

"VAT" means United Kingdom value added tax.

"Verification Notes" means the verification notes and attached materials prepared by the Company for the purposes of verifying the information contained in the Presentation.

"Warranties" means the warranties given pursuant to clause 9 and set out in Schedule 2.

"Warranty Certificate" means a certificate in the form set out in Schedule 3.

1.2 References in this Agreement to clauses and Schedules are to the clauses and schedules of this Agreement, unless otherwise stated or the context requires.

1.3 Any document stated to be "in agreed form" shall be in the form agreed by the Company, H&P, PH and ARC and initialled or otherwise agreed on behalf of the Company, H&P, PH and ARC for the purposes of identification.

1.4 Headings are included in this Agreement for convenience only and shall be disregarded in its interpretation.

1.5 In this Agreement the expressions "subsidiary undertaking" and "subsidiary" shall have the meanings given thereto in the Companies Act 2006.

1.6 A reference to a statute or statutory provision includes a reference:

(a) to that statute or provision as from time to time modified or re-enacted (but in the case of a modification or re-enactment effected after the date of Admission, only so far as it applies in relation to a period before Admission, provided always that no modification or re-enactment subsequent to the date of Admission shall increase or extend the liability of H&P, PH or ARC);

(b) to any repealed statute or statutory provision which it re-enacts (with or without modification); and

1.7 References to "pounds", "pence" and "£" are references to the currency of the United Kingdom.

1.8 All references in this Agreement as to time shall be to the time in London, England unless otherwise expressly stated.

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2 CONDITIONS

2.1 The obligations of H&P, PH and ARC under this Agreement are conditional upon the satisfaction (or, to the extent permitted by applicable law or regulations, waived by each of H&P, PH and ARC (but without prejudice to clause 2.4)) of each of the following conditions:

(a) the Placing Launch Announcement having been released by the Company no later than 5:00 p.m. on 31 March 2026;

(b) the Placing Results Agreement having been duly executed and delivered by the Company, H&P, PH and ARC by no later than 11:59 p.m. on the date of this Agreement (or such later time and date as the Company and H&P, PH and ARC may agree in writing);

(d) conditional acceptance of the TSX-V being obtained by the Company with respect to the issue by the Company of the New Common Shares;

(e) an AIM application form in respect of the New Common Shares and all other documents to be submitted therewith having been delivered to the London Stock Exchange not less than three Business Days prior to the Admission Date;

(f) the Company having complied with its obligations under clauses 3.1, 5 and 6;

(g) each of the Warranties being true and accurate as at the date of this Agreement and the date of Admission;

(h) the Warranty Certificate having been duly executed and dated with the date of the expected date of Admission and having been delivered to H&P, PH and ARC by no later than 5.00 p.m. on the Business Day prior to the day upon which Admission is to occur;

(i) this Agreement not having been terminated prior to Admission pursuant to clause 12;

(j) in the good faith opinion of H&P, PH and ARC (acting jointly), there not having been any Material Adverse Change at any time prior to Admission or there is a fact, circumstance or development reasonably likely to result in a Material Adverse Change occurring (whether or not foreseeable at the date of this Agreement);

(k) subject only to Admission, the Placing Shares having been allotted to the relevant Placees no later than the time provided in clause 6.4;

(l) Admission having occurred not later than 8.00 a.m. on 10 April 2026 or such later date as the Company and each of H&P, PH and ARC may agree, but in any event not later than 8.00 a.m. on the Long Stop Date.

2.2 If, in the event that any of the Conditions in clause 2.1 are not fulfilled (or waived by each of H&P, PH and ARC in their absolute discretion in accordance with clause 2.4),

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by the time (if any) specified, H&P, PH or ARC (as the case may be) may terminate its respective obligations under this Agreement in respect of the Placing Shares and, except in relation to any prior breach of any provision of this Agreement, no party shall have any claim against any other such party save that:

(a) the Company shall promptly pay or reimburse to the relevant party such of the expenses, charges and disbursements referred to in clause 8.3 which have been incurred by it on behalf of the Company together in each case with any applicable VAT; and

(b) clauses 1, 9 (for the purposes of clause 10 only), 10, 12, 14, 15, 17, 18, 19 and 21 shall remain in full force and effect.

2.3 The Company undertakes to use all reasonable endeavours to procure due satisfaction of the Conditions (other than the Conditions set out in clause 2.1(h)) in each case by the times and dates (if any) stated in clause 2.1 (or such later times and dates as may be agreed between the Company, H&P, PH and ARC).

2.4 H&P, PH and ARC may, acting jointly, and on such terms and conditions as they may decide in writing waive or extend the time for fulfilment of all or any or any part of any of the Conditions by notice in writing to the Company provided that such time shall not be extended beyond 8.00 a.m. on the Long Stop Date.

3 DELIVERY OF DOCUMENTS AND OTHER OBLIGATIONS PRIOR TO ADMISSION

3.1 On or prior to the execution of this Agreement by the parties (or as otherwise stated therein) the Company shall cause to be delivered to H&P, PH and ARC the documents listed in Schedule 1.

3.2 The Company hereby undertakes to deliver the Placing Launch Announcement to a Regulatory Information Service for release not later than the time and date specified in clause 2.1(a).

3.3 The Company shall use all reasonable endeavours to procure that, on Admission, all conditions in respect of the permission for the title to the Depositary Interests in respect of the Placing Shares to be transferred by means of the CREST system imposed by Euroclear will be satisfied.

3.4 Where, after publication of the Placing Launch Announcement (but before Admission), there is a significant change affecting any matter required to be included, or a significant new matter arises which would have been required to be included, in the Placing Launch Announcement, the Company will promptly:

(a) disclose the change or matter to each of H&P, PH and ARC in writing; and

(b) in consultation with each of H&P, PH and ARC and subject to H&P, PH and ARC's consent, prepare a Supplementary Press Announcement and procure the publication of the same.

3.5 The Company shall conduct the Placing and the Retail Offer in accordance with the Fundraising Materials, the BCA, UK MAR, FSMA, the POATR, the US Securities Act and the Articles and in accordance with any other applicable securities laws and

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regulations to any jurisdiction in which the New Common Shares are placed or offered for purchase or subscription.

3.6 The Company shall, from time to time, procure to be communicated or delivered to each of H&P, PH and ARC all such information and documents (signed by the appropriate person where so required) as each of H&P, PH and ARC may reasonably require to enable it to discharge its obligations hereunder and pursuant to the Placing or as may be required to comply with the requirements of the London Stock Exchange.

4 AUTHORITY OF H&P, PH AND ARC AS AGENTS

4.1 The Company hereby irrevocably and unconditionally appoints H&P, PH and ARC acting severally (and not jointly or jointly and severally) as joint bookrunners and agents for the purposes of carrying out the Placing (including in respect of the settlement of the Placing Shares) on the terms of this Agreement and confers on each of H&P, PH and ARC all powers, authorities and discretions on behalf of the Company which are necessary for or reasonably incidental to the making of the Placing on the basis set out in this Agreement and hereby agrees to ratify and confirm everything which each of H&P, PH and ARC and any of their sub-agents shall lawfully and properly do in the exercise of and in accordance with, such appointment, powers, authorities and discretions.

4.2 The Company acknowledges that none of H&P, PH, ARC nor any of their Associates or their respective advisers are responsible to the Company for verifying the accuracy and/or fairness of any information published in the Fundraising Materials or any documents otherwise published by the Company.

4.3 The Company shall give all such assistance and provide any information H&P, PH and/or ARC may reasonably require for the making and implementation of the Placing and will do (or procure to be done insofar as it is able) all such things and execute (or procure to be executed insofar as it is able) all such documents as may be reasonably necessary to be done or executed by the Company or on its behalf by its officers or employees in connection with the Placing.

4.4 H&P confirms, warrants and agrees that:

(a) all offers and sales of Placing Shares to, or for the account or benefit of, (i) any purchaser in the United States, (ii) any person purchasing securities for the account or benefit of any person in the United States, (iii) any person that receives or received an offer of the Placing Shares while in the United States (except persons excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts), and (iv) any person that is in the United States at the time the purchaser's buy order was made or the Placing Agreement was executed or delivered (except persons excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts) (each of the foregoing, being the "U.S. Purchasers") have been and will be made through it or its affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable state securities laws;

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(b) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom H&P makes no representation) has offered or sold, and will not offer or sell, any Placing Shares (i) within the United States as part of its, its affiliates' or such other person's distribution at any time, except to those it, its affiliates' or such other person's reasonably believe to be "qualified institutional buyer" as defined in Rule 144A of the US Securities Act and which have duly completed and entered into a US Investor Letter and for which it had a pre-existing relationship; or (ii) except in "offshore transactions" meeting the requirements of Rule 903 of Regulation S;

(c) none of it, any of its affiliates or any person acting on its or their behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom H&P makes no representation) has engaged, or will engage, in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares;

(d) offers and sales of the Placing Shares to, or for the account or benefit of, U.S. Purchasers have not been and will not be made (i) by any form of "general solicitation" ("General Solicitation") and "general advertising" ("General Advertising"), respectively, as used in Rule 502(c) of Regulation D under the US Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the US Securities Act;

(e) it has not entered into and agrees not to enter into any contractual arrangement with any distributor (as within the meaning of Regulation S) with respect to the offering and sale of the Placing Shares in the United States, except with its affiliates or with the prior consent of the Company;

(f) the Placing Shares have not been and will not be registered under the US Securities Act and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the US Securities Act, and purchasers will be advised that such Shares will constitute "restricted securities" under the US Securities Act and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the US Securities Act;

(g) all sales of the Placing Shares pursuant to Section 4(a)(2) of the US Securities Act shall be made directly by the Company;

(h) its US Affiliate is, and as of the closing date shall be, registered as a broker or dealer under the US Exchange Act and under the securities laws of each state where offers and sales of Placing Shares was or will be made (unless exempted from such state's broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;

(i) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom

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H&P makes no representation) has offered or sold, and will not offer or sell, any New Common Shares to any person within Canada as part of its, its affiliates' or such other person's distribution at any time; and

(j) the Company may, if required under Canadian Securities Laws, take reasonable measures to ensure that none of the Placing Shares, Subscription Shares or Retail Offer Shares flow back to Canada for a period of four months and a day after the Placing Shares have been issued.

4.5 For the avoidance of doubt, H&P accepts no responsibility whatsoever for any solicitation or procurement of H&P Places, prospective places or any Subscribers by any persons (including the Company and any of its agents whether formally or informally appointed) other than H&P, any person that it engages to act on its behalf in connection with the Placing, and their respective Associates.

4.6 PH confirms, warrants and agrees that:

(a) all offers and sales of Placing Shares to, or for the account or benefit of U.S. Purchasers have been and will be made through it or its affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable state securities laws;

(b) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom PH makes no representation) has offered or sold, and will not offer or sell, any Placing Shares (i) within the United States as part of its, its affiliates' or such other person's distribution at any time, except to those it, its affiliates' or such other person's reasonably believe to be "qualified institutional buyer" as defined in Rule 144A of the US Securities Act and which have duly completed and entered into a US Investor Letter and for which it had a pre-existing relationship; or (ii) except in "offshore transactions" meeting the requirements of Rule 903 of Regulation S;

(c) none of it, any of its affiliates or any person acting on its or their behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom PH makes no representation) has engaged, or will engage, in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares;

(d) offers and sales of the Placing Shares to, or for the account or benefit of, U.S. Purchasers have not been and will not be made (i) by any form of General Solicitation and General Advertising, respectively, as used in Rule 502(c) of Regulation D under the US Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the US Securities Act;

(e) it has not entered into and agrees not to enter into any contractual arrangement with any distributor (as within the meaning of Regulation S) with respect to the

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offering and sale of the Placing Shares in the United States, except with its affiliates or with the prior consent of the Company;

(g) all sales of the Placing Shares pursuant to Section 4(a)(2) of the US Securities Act shall be made directly by the Company;

(i) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom PH makes no representation) has offered or sold, and will not offer or sell, any New Common Shares to any person within Canada as part of its, its affiliates' or such other person's distribution at any time; and

4.7 For the avoidance of doubt, PH accepts no responsibility whatsoever for any solicitation or procurement of PH Places, prospective places or any Subscribers by any persons (including the Company and any of its agents whether formally or informally appointed) other than PH, any person that it engages to act on its behalf in connection with the Placing, and their respective Associates.

4.8 ARC confirms, warrants and agrees that:

(a) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom ARC makes no representation) has offered or sold or solicited and will not offer, sell, or solicit any Placing Shares to any U.S. Purchaser, and will not take any action that would constitute "directed selling efforts" within the meaning of Regulation S with respect to the Placing Shares;

(b) none of it, any of its affiliates or any person acting on its behalf (other than the Company, the Canadian Finder, JUB and their respective affiliates as to whom ARC makes no representation) has offered or sold, and will not offer or sell, any New Common Shares to any person within Canada as part of its, its affiliates' or such other person's distribution at any time; and

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(c) the Company may, if required under Canadian Securities Laws, take reasonable measures to ensure that none of the Placing Shares, Subscription Shares or Retail Offer Shares flow back to Canada for a period of four months and a day after such shares have been issued.

4.9 For the avoidance of doubt, ARC accepts no responsibility whatsoever for any solicitation or procurement of ARC Placees, prospective placees or any Subscribers by any persons (including the Company and any of its agents whether formally or informally appointed) other than ARC, any person that it engages to act on its behalf in connection with the Placing, and their respective Associates.

5 APPLICATION FOR ADMISSION

5.1 Subject to the Placing Results Agreement having been duly executed and delivered by the Company, H&P, PH and ARC (it being acknowledged that there is no obligation existing on H&P, PH or ARC to enter into the Placing Results Agreement), the Company will instruct the Company's nominated adviser SP Angel Corporate Finance LLP to make the Admission Application and will use all reasonable endeavours to obtain Admission, including paying all fees and executing and delivering all such documents as shall be necessary in connection with the application therefor and, insofar as within its powers, shall generally use all reasonable endeavours to do or procure to be done all such things as may properly be required by the London Stock Exchange for the purposes of or in connection with Admission so as to enable Admission to take place by 8.00 a.m. on 10 April 2026 (or such later date as each of H&P, PH, ARC and the Company may agree in writing, but in any event being no later than the Long Stop Date).

5.2 H&P, PH and ARC will provide the Company with all reasonable assistance in connection with the Admission Application.

6 THE PLACING, ALLOTMENT AND REGISTRATION

6.1 Pursuant to the authorisations granted in clause 4, each of H&P, PH and ARC shall use their respective reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price on the basis of the terms and conditions set out in the Placing Launch Announcement and otherwise upon the terms of this Agreement. The number of Placing Shares and those other matters set out in the Placing Results Agreement shall be determined by agreement between the Company, H&P, PH and ARC on completion of the bookbuild in respect of the Placing and shall be recorded in the Placing Results Agreement and announced by the Company pursuant to the Placing Results Announcement.

6.2 For the avoidance of doubt, none of H&P, PH or ARC shall be obliged to subscribe for any Placing Shares which are not subscribed for by any of the Placees and/or Subscribers.

6.3 It is acknowledged that the Company has discussed with H&P, PH and ARC the principles for allocation of the Placing Shares and the matters which the Company believes to be relevant to the allocation and pricing of the Placing Shares and that they have each agreed to the principles and process for allocation and pricing. Each of H&P, PH and ARC shall agree with the Company all material matters in respect of the Placing including without limitation:

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(a) the identity of the investors who are to receive the Fundraising Materials;
(b) the identity of the Places;
(c) the allocation of the Placing Shares amongst the Placees; and
(d) the validity of acceptances received for the Placing Shares.

6.4 Upon satisfaction of all the Conditions set out in clause 2.1, other than that set out in clause 2.1(l) and this Agreement not having been terminated pursuant to clause 11, the Company shall not later than 12.00 p.m. on the Business Day prior to the day that Admission is due to occur, hold a meeting of the Board to conditionally allot, subject only to the satisfaction of the Condition set out in clause 2.1(l), the Placing Shares to such Places and the allotment of the Placing Shares shall become wholly unconditional immediately upon the satisfaction of the Condition set out in clause 2.1(l).

6.5 Provided the Conditions set out in clause 2.1 are satisfied, on or before 8.00 a.m. on the Admission Date the Company will procure that:

(a) the relevant number of Depositary Interests representing the respective Placing Shares to be settled by it are credited by the Registrar to the CREST stock account of PH (who will act as settlement agent in respect of the H&P Places, ARC Places, Canadian Finder Places (if any) and JUB Places, as well as the PH Places) who will hold such Placing Shares on trust for the relevant Places until the transfer of legal title to the Places has been effected through CREST;
(b) the relevant number of Placing Shares are issued to the Depositary to hold on behalf of the Places in accordance with the Depositary Agreement; and
(c) the relevant Placee is registered as the holder of the relevant Depositary Interests (without registration fee) as soon as practicable following Admission.

6.6 In the event definitive share certificates are provided to certain Places, the Company undertakes to procure the details of such persons are entered in the Company's register of members in respect of such Placing Shares allotted to them and to procure the issue and delivery of share certificates in the names of the Places in respect of the relevant number of the Placing Shares to the Places by the Registrar within ten Business Days of Admission.

6.7 In the event of any difficulties or delays in the admission of the Depositary Interests to CREST or use of CREST in relation to the Placing, PH may require that all of the Placing Shares should be issued or transferred (as the case may be) in certificated form and the provisions in this Agreement relating to the Placing arrangements will then be deemed to be modified accordingly.

6.8 Subject to the allotment referred to in clause 6.4 having taken place, PH shall, in full discharge of its obligations under this Agreement (including as settlement agent on behalf of H&P, ARC, the Canadian Finder (if applicable) and JUB), as soon as reasonably practicable and in any event no later than two Business Days following Admission procure the transfer in pounds sterling to the Company of the aggregate proceeds of the Placing Shares which have been actually received by PH from (i) PH

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Placees; (ii) H&P (on behalf of H&P Places); (iii) ARC (on behalf of ARC Places); (iv) the Canadian Finder (on behalf of Canadian Finder Places (if any)); and (v) JUB (on behalf of JUB Places), to the Bank Account specified in clause 6.10 below less (but without double counting):

(a) the fees and commissions (together with any applicable VAT thereon) payable by the Company pursuant to clause 8.1 and the engagement letter between the Company and the Canadian Finder dated on or around the date of this Agreement (the "Canadian Finder Engagement Letter") (if applicable) in relation to the Placing Shares;
(b) the expenses to be borne by the Company under clause 8.3; and
(c) any amount in respect of VAT (to the extent applicable) payable by the Company pursuant to clause 8.4.

6.9 The Company undertakes with each of H&P, PH and ARC to use the net proceeds of the Fundraising received by it in the manner described in the Placing Launch Announcement.
6.10 The Bank Account of the Company is as follows:

Redacted Information - confidential bank account details of the Company

7 RETAIL OFFER

7.1 The Company agrees that the Retail Offer is the sole responsibility of the Company and H&P, PH and ARC have no responsibility, duty, obligation or liability whatsoever (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
7.2 The Company undertakes to allot and issue the Retail Offer Shares to the Retail Offer Subscribers in accordance with the terms of the RetailBook Engagement Letter, pursuant to a resolution of the Board or duly authorised committee thereof as soon as reasonably practicable following satisfaction of the Conditions contained in clause 2. The Company will not revise any of the terms of the Retail Offer or waive any conditions in relation thereto except with the prior consent in writing of H&P, PH and ARC.

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8 COMMISSIONS, FEES, COSTS AND EXPENSES

8.1 The Company shall pay in cash to H&P, PH and ARC in consideration of their respective services under this Agreement (together with VAT where applicable), payable on Admission:

(a) a commission of 5% of the aggregate value of the Placing Shares issued at the Placing Price subscribed by H&P Places, PH Places and ARC Places, such commission to be apportioned as to 40% to H&P, as to 40% to PH and as to 20% to ARC, as set out in the Placing Results Agreement;

(b) a commission equal to 1% of the Placing Price multiplied by the number of Placing Shares subscribed by H&P Places, PH Places and ARC Places, the apportionment of such commission to H&P, PH and ARC to be at the Company's absolute and sole discretion; and

For the avoidance of doubt, the commission payable by the Company to H&P, PH and ARC under this clause 8.1 shall not apply to any Placing Shares subscribed by investors identified or introduced by the Canadian Finder ("Canadian Finder Places") (if any) or JUB ("JUB Places"), notwithstanding that such investors may settle through PH.

8.2 The Company authorises H&P, PH and ARC to respectively deduct the fees and commissions provided in clause 8.1 and the Canadian Finder Engagement Letter (if applicable) and the expenses provided in clause 8.3 including in each case any applicable VAT thereon from the sums otherwise payable by them to the Company pursuant to clause 6.8.

8.3 The Company shall (whether or not the obligations of H&P, PH and ARC under this Agreement become unconditional or are terminated) pay or bear or procure to be paid all costs, charges and expenses incurred and arising out of, or incidental to, the Placing and Admission and the arrangements referred to or contemplated in this Agreement, including (but without limitation) (i) all reasonable expenses of H&P, PH and ARC, (ii) (plus VAT) in respect of the legal advisers to H&P, PH and ARC, (iii) all fees and expenses payable in connection with the Placing and Admission, (iv) the expenses of the Registrar and (v) printing and advertising expenses and postage. The Company shall forthwith upon request by H&P, PH and/or ARC reimburse to H&P, PH and/or ARC (as relevant) the amount of any such costs, charges and expenses which H&P, PH and/or ARC (as relevant) may have paid (and H&P, PH and/or ARC (as relevant) shall provide if requested evidence of such expenses).

8.4 Where, pursuant to clause 8.1 a sum is payable to H&P, PH and/or ARC (as relevant) by the Company, the Company shall in addition pay to H&P, PH and/or ARC (as relevant) in respect of VAT:

(a) where the payment (or any part of it) constitutes the consideration (or any part thereof) for any supply of goods or services by H&P, PH and/or ARC (as relevant) to the Company, including (without limitation) a payment that constitutes (in whole or in part) the reimbursement of a cost, charge or expense falling within sub-paragraph 8.1(b) such amount as equals any VAT chargeable on any such supply;

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(b) (except where the payment falls within sub-paragraph 8.4(a)) such amount as equals any VAT charged to or incurred by H&P, PH and/or ARC (as relevant) in respect of any cost, charge or expense which gives rise to or is reflected in the payment and which H&P, PH and/or ARC (as relevant) certifies is not recoverable by H&P, PH and/or ARC (as relevant) by repayment or credit (such certificate to be conclusive in the absence of manifest error); and

(c) where the payment is in respect of costs, charges or expenses incurred by H&P, PH and/or ARC (as relevant) as agent for the Company, such amount as equals the amount included in the costs, charges or expenses in respect of VAT.

9 WARRANTIES AND UNDERTAKINGS

9.1 The Company warrants and undertakes to each of H&P, PH and ARC at the date of this Agreement, at the time of execution of the Placing Results Agreement and immediately prior to Admission (in each case, by reference to the circumstances then existing) in the terms of the Warranties and acknowledges that each of H&P, PH and ARC in entering into this Agreement is in reliance on the Warranties.

9.2 The Company hereby undertakes to each of H&P, PH and ARC to disclose to each of them in writing any information which is likely to indicate that the Warranties are not, or have ceased to be, true and accurate or are, or have become, misleading or would not, or would have ceased to be, true and accurate or would be, or would have become, misleading if the same were repeated immediately prior to Admission becoming effective as soon as practicable upon becoming aware of the same. Except to the extent necessary to comply with applicable law or regulation, the Company shall not knowingly do, or omit to do, anything which would or might cause a Warranty to become untrue, inaccurate or misleading at any time (by reference to the facts and circumstances then existing) before Admission.

9.3 If, at any time prior to Admission, any of H&P, PH or ARC receives notification pursuant to clause 9.2 or otherwise becomes aware that any of the Warranties is or has become untrue, inaccurate or misleading which any of H&P, PH or ARC deem (acting in good faith), is material in the context of the Company, the Placing or the Admission, each of H&P, PH and ARC may (without prejudice to their respective right to terminate their obligations under this Agreement pursuant to clause 12) require the Company at its expense to make or cause to be made such announcement and/or despatch such communication as any of H&P, PH and ARC (acting jointly, or in the absence of agreement any two of such parties) shall consider necessary.

9.4 Where any Warranty is expressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief of any person or words to similar effect, such Warranty shall be deemed to include a statement to the effect that it has been made after due and careful enquiry by the Company into the subject matter of that Warranty.

9.5 Each Warranty shall be construed separately and none of the Warranties shall be limited or restricted by reference (express or implied) to or inference from the terms of any other Warranty or any other provision of this Agreement.

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10 INDEMNITIES

10.1 The Company shall not and shall procure that no claim shall be made against any Indemnified Person by any Group Company (or any of their respective Associates) against any Indemnified Person to recover any Loss which any Group Company or any of their respective Associates, or any subscriber or purchaser of the Subscription Shares pursuant to the Subscription, Retail Offer Shares and/or the Placing Shares pursuant to the Placing may suffer or incur by reason of or arising out of the carrying out by H&P, PH or ARC, or on their behalf, of their obligations and services under and in accordance with this Agreement except to the extent that such Loss arises as a result of conduct which is finally judicially determined by a court of competent jurisdiction from which there is no appeal or as otherwise agreed in writing between the Company and H&P, PH and/or ARC (as relevant), to amount to fraud, gross negligence or wilful default by, or a breach by any Indemnified Person of the regulatory system as defined in the FCA Handbook, in the case of H&P's Indemnified Persons, an H&P Indemnified Person, in the case of PH's Indemnified Persons, a, PH Indemnified Person and in the case of ARC's Indemnified Persons, an ARC Indemnified Person.

10.2 Without prejudice to the rights of H&P, PH and ARC as agents of the Company under the general law, the Company hereby undertakes to each of H&P, PH and ARC (for itself and as a trustee (but on terms that each of H&P, PH and ARC shall be entitled in their own discretion to waive any entitlement hereunder (or otherwise make settlements with respect hereto) to such extent as any of them may think fit having regard to their own and any other interest any of them may determine) for each and every other H&P Indemnified Person (where the action or Claim is brought against H&P or an H&P Indemnified Person), PH Indemnified Person (where the action or Claim is brought against PH or a PH Indemnified Person)) or ARC Indemnified Person (where the action or Claim is brought against ARC or an ARC Indemnified Person)) to indemnify and hold harmless each Indemnified Person against all or any Claims brought or established against any Indemnified Person in any jurisdiction by any subscriber or purchaser of the Subscription Shares pursuant to the Subscription, Retail Offer Shares and/or the Placing Shares pursuant to the Placing or by any governmental agency or regulatory body or any other person whatsoever and against all Losses which any Indemnified Person may suffer or incur and which in any such case arises, directly or indirectly, out of or is attributable to or is in connection with:

(a) the wilful neglect, fraud or default of the Company;

(b) the performance by H&P, PH and/or ARC of their respective obligations and services to the Company under this Agreement or otherwise including (without limitation) the issue of any material by, or after having been approved by, H&P, PH and/or ARC whether as a "financial promotion" (as defined in section 21(1) of FSMA and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) or otherwise;

(d) the offering, allotment and issue of the New Common Shares;

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(e) any statement in any of the Fundraising Materials being or being alleged to be untrue, inaccurate, incomplete, misleading or not based on reasonable grounds;

(f) the solicitation or procurement of Places, prospective places or any Subscribers or prospective Subscribers (including by the Company and/or any of its agents whether formally or informally appointed) other than by H&P and its Associates, PH and its Associates and/or ARC and its Associates;

(g) the conduct of the Retail Offer and the solicitation or procurement of Retail Offer Subscribers;

(h) any breach or alleged breach by the Company of any of its obligations hereunder or any breach or alleged breach by the Company of the Warranties;

(i) any failure or alleged failure by the Company or any Group Company or any of the directors of the Company or their respective employees or agents to comply with FSMA, the FS Act, the AIM Rules, the POATR, UK MAR, the Rules of the London Stock Exchange, the TSX-V Rules, Canadian Securities Laws or any other requirements of statute or statutory regulation in any jurisdiction in relation to the Placing, Retail Offer, Subscription or Admission;

(j) the Fundraising Materials failing to comply with the requirements of applicable securities laws of the United States of America or any other jurisdiction so as to permit the lawful sale of the Placing Shares or the Subscription Shares or by reason of the Company having failed to take or cause to be taken any such steps or proceedings as were necessary to permit the lawful sale of the Placing Shares or the Subscription Shares as contemplated by this Agreement and the Subscription Agreements;

(k) any Claim that an Indemnified Person has any liability under any applicable law or regulation in relation to the Placing; and/or

(l) any review, inquiry or investigation undertaken by any government or regulatory body or agency in connection with the Placing, the Retail Offer and/or the Subscription,

unless and to the extent that any of them arises as of conduct which is finally judicially determined by a court of competent jurisdiction (from which there is no appeal or as otherwise agreed in writing between the Company and H&P (where the Claim or action relates to an H&P Indemnified Person), PH (where the Claim or action relates to a PH Indemnified Person) and/or ARC (where the Claim or action relates to an ARC Indemnified Person)) to amount to fraud, gross negligence or wilful default by, in the case of H&P's Indemnified Persons, an H&P Indemnified Person, in the case of PH's Indemnified Persons, a PH Indemnified Person and in the case of ARC's Indemnified Persons, an ARC Indemnified Person, and unless and to the extent prohibited by the rules and guidance in the Conduct of Business Sourcebook.

10.3 If any of H&P, PH and/or ARC becomes aware of any Claim made or threatened within the scope of the indemnity set out in this clause 10, H&P, PH and/or ARC (as relevant) shall as soon as reasonably practicable notify the Company and shall thereafter (subject to the requirements of the H&P Indemnified Person's insurers (where the action or Claim is brought against H&P or an H&P Indemnified Person), the PH

1480354577\14\

Indemnified Person's insurers (where the action or Claim is brought against PH or a PH Indemnified Person) or the ARC Indemnified Person's insurers (where the action or Claim is brought against ARC or an ARC Indemnified Person)) consult with the Company regarding material aspects of the relevant Indemnified Person's conduct of the Claim and shall provide the Company with such information and copies of such documents relating to the Claim as the Company may reasonably require provided that the Indemnified Person shall not be under any obligation to take into account any requirements of the Company in connection with such conduct nor to provide the Company with a copy of any document which is, or in the reasonable opinion of the Indemnified Person's advisers, is likely to be privileged in the context of the Claim.

10.4 The failure of H&P, PH and/or ARC (as relevant) to comply with clause 10.3 shall not release the Company from any obligation or liability which it may have pursuant to this Agreement.

10.5 If the Company becomes aware of any Claim made or threatened within the scope of the indemnity set out in this clause 10 or any matter which may give rise to a Claim the Company shall promptly notify each of H&P, PH and ARC and shall promptly provide the H&P Indemnified Person (where the action or Claim is brought against H&P or an H&P Indemnified Person), PH Indemnified Person (where the action or Claim is brought against PH or a PH Indemnified Person) or ARC Indemnified Person (where the action or Claim is brought against ARC or an ARC Indemnified Person) with such information and copies of such documents relating to the Claim as they may reasonably require provided that the Company shall not be required to do so to the extent that the Company in good faith considers a relevant document to be privileged in the context of the Claim.

10.6 The Company agrees that it will not without the prior written consent of H&P (where the action or Claim is brought against H&P or an H&P Indemnified Person), PH (where the action or Claim is brought against PH or a PH Indemnified Person) or ARC (where the action or Claim is brought against ARC or an ARC Indemnified Person) compromise or settle any Claim made or threatened within the scope of the indemnity set out in this clause 10 unless such compromise or settlement (i) includes an express, complete and unconditional release of the relevant Indemnified Person from all liability arising out of such Claim, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any relevant Indemnified Person, in which case such consent shall not be unreasonably withheld or delayed.

10.7 H&P (where the action or Claim is brought against H&P or an H&P Indemnified Person), PH (where the action or Claim is brought against PH or a PH Indemnified Person) and/or ARC (where the action or Claim is brought against ARC or an ARC Indemnified Person) may defend, compromise, settle or deal with any Claim made or threatened against it within the scope of the indemnity set out in this clause 10 as it sees fit (having consulted with the Company in relation thereto to the extent lawful and reasonably practicable).

10.8 Nothing in this clause 10 shall operate to exclude or restrict any duty or liability of H&P, PH and/or ARC under FSMA or under the regulatory system (as defined in the FCA Handbook) to an extent greater than permitted by the rules contained in the FCA Handbook.

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11 WARRANTIES, UNDERTAKINGS AND INDEMNITIES: GENERAL PROVISIONS

11.1 Each of the Warranties and each of the indemnities set out or referred to in this Agreement shall remain in full force and effect notwithstanding Admission.

11.2 The indemnities set out or referred to in this Agreement shall be in addition to and shall not be construed to limit, affect or prejudice any other right or remedy available to any Indemnified Person.

11.3 No neglect, delay or indulgence on the part of H&P, PH and/or ARC in enforcing the Warranties or the indemnities set out or referred to in this Agreement or in enforcing any other term or condition of this Agreement shall be construed as a waiver thereof.

12 TERMINATION

12.1 Any of H&P, PH or ARC may in its absolute discretion by notice in writing to the Company prior to Admission terminate its obligations in respect of the Placing (save to the extent specified in clause 14) if at any time before Admission:

(a) the Company fails, in any material respect (in the opinion of H&P, PH or ARC, acting in good faith), to comply with any of its obligations under this Agreement; or

(b) the Company has not received the Subscription Agreements duly signed by the parties thereto by not later than 6.00 pm on the Business Day prior to Admission;

(c) it comes to the notice of any of H&P, PH or ARC that any statement contained in any of the Fundraising Materials has become untrue, incorrect or misleading in any respect which H&P, PH and/or ARC (acting reasonably) considers to be material in the context of the Placing or that any matter which H&P, PH and/or ARC (acting reasonably) consider to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or

(d) it comes to the notice of any of H&P, PH or ARC that any of the Warranties and undertakings contained or referred to in clause 9 or Schedule 2 given by the Company was not at the date of this Agreement or such other time that such Warranty or undertaking was given or deemed given, true and accurate in any respect which any of H&P, PH and/or ARC consider to be material in the context of the Placing by reference to the facts subsisting at the time when the notice referred to is given; or

(e) it comes to the notice of any of H&P, PH or ARC that a matter has arisen which is likely to give rise to a Claim under any of the indemnities given by the Company in clause 10 by reference to the facts subsisting at the time when the notice referred to is given; or

(f) in the opinion of H&P, PH and/or ARC (acting in good faith) there shall have occurred a Material Adverse Change since the date of this Agreement or there is a fact, circumstance or development reasonably likely to result in a Material Adverse Change occurring (whether or not foreseeable at the date of this Agreement); or

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(g) trading in the Common Shares on AIM is suspended or cancelled (for whatever reason); and/or
(h) any government or regulatory body or agency issues, or threatens to issue, proceedings or commences any inquiry or investigation in relation to the Placing.

12.2 If prior to Admission there happens, develops or comes into effect:

(a) a general moratorium on commercial banking activities in the United Kingdom, the United States of America or Canada declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, the United States of America or Canada; or
(b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom, Canada or the declaration by any of them a national emergency or war; or
(c) a change or introduction of law or regulation, or a change or introduction by a government or government body or agency of a policy, or any announcement of such a change or introduction, that would in H&P, PH and/or ARC's reasonable opinion be likely to materially and adversely affect the market's position or the prospects of the Group taken as a whole; or
(d) any other occurrence of any kind which (by itself or together with any other such occurrence) in H&P, PH and/or ARC's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or
(e) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in H&P, PH and/or ARC's reasonable opinion is materially adverse,

then in any such case any of H&P, PH or ARC may, after having consulted with the Company and given the Company a period of two Business Days to cure any breach or rectify any matter prior to the date of Admission (but no such period to cure any breach or rectify any matter shall apply in the event that Admission is due to occur within three Business Days of H&P, PH or ARC becoming aware of such breach or matter), give notice in writing to the Company prior to Admission to rescind its obligations in respect of the Placing without incurring any liability to the Company.

13 CONTINUING OBLIGATIONS

13.1 Save as expressly required under this Agreement, or as required by applicable law, regulation or by the London Stock Exchange or the TSX-V, the Company shall not make or despatch any public announcement, statement or communication concerning the Company between the date of this Agreement and the date falling 90 days after Admission, without the prior written consent of each of H&P, PH and ARC (not to be unreasonably withheld or delayed).

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13.2 The Company undertakes to each of H&P, PH and ARC that it shall not between the date of this Agreement and the date falling 180 days after Admission enter into any or procure or permit the Company to enter into any commitment or agreement which:

(a) could materially or adversely affect the Placing;
(b) results or may result in an issue of shares, options or other securities in any member of the Company (or anything economically equivalent to such an issue) other than pursuant to the Placing or pursuant to any of the Company's existing employee incentive schemes;
(c) results or may result in a variation to its capital structure or constitution; or
(d) is material in the context of the business or affairs of the Company taken as a whole,

without the prior written consent of each of H&P, PH and ARC (not to be unreasonably withheld or delayed), unless it has been announced on or prior to the date of this Agreement. H&P, PH and ARC confirm and acknowledge that any commitments or agreements entered into by any member of the Group relating to the proposed business combination with CrownProptech Acquisitions and listing on Nasdaq of the shares of Mkango Rare Earths Limited shall be expressly permitted and shall not result in a breach of this clause 13.2.

13.3 Notwithstanding the provisions of this clause 13, any announcement, statement or communication which prior to Admission the Company is required to make by the London Stock Exchange, TSX-V or any other regulatory authority or under any applicable laws or by any provision of this Agreement shall not be released unless the content and manner of making thereof have first been approved by H&P, PH and ARC, such approval not to be unreasonably withheld or delayed.

14 EFFECT OF TERMINATION

If the obligations of:

(a) H&P, PH and ARC under this Agreement (save to the extent specified in this clause 14) shall be terminated or rescinded pursuant to clause 12, no party shall have any claim against any other party hereto for compensation, costs, damages or otherwise; or
(b) any one or more (but less than all of) H&P, PH and ARC under this Agreement (save to the extent specified in this clause 14) shall be terminated or rescinded pursuant to clause 12, no party shall have any claim against any other such party hereto whose obligations have been terminated or rescinded for compensation, costs, damages or otherwise,

save that the provisions of clauses 1, 8.3, 10, 11, 15, 17, 18, 19 and 21 shall continue to apply notwithstanding such termination and clause 13 shall continue to apply for a period of 30 days from the date of such termination insofar as any public announcement, statement or communication refers to H&P, PH and/or ARC (as relevant).

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15 WITHHOLDING AND GROSSING-UP

15.1 All sums payable to H&P, PH and ARC (as relevant) under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the relevant person shall pay such additional amount as shall be required to ensure that the net amount received by H&P, PH and ARC (as relevant) will equal the full amount which would have been received by it had no such deduction or withholding been made.

15.2 If HM Revenue & Customs or any other tax authority brings into charge to tax (or into any computation of income, profit or gains for the purposes of any charge to tax) any sum payable to H&P, PH and ARC (as relevant) under this Agreement (other than the fees and commissions due under clause 7), then the person liable to make such payment shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable thereon (or that would be so chargeable but for the availability of relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to H&P, PH and ARC (as relevant) under this Agreement (additional payments being made on demand of H&P, PH and ARC (as relevant)).

15.3 If, on payment of an additional amount to H&P, PH or ARC (as relevant) under clause 15.1 or 15.2, any of H&P, PH or ARC receives or is granted (and has derived full use and benefit from) a credit against, relief or remission for, or repayment of, any tax in respect of or calculated with reference to the additional amount paid, H&P, PH and/or ARC (as relevant) shall, to the extent that it can do so without prejudice to the retention of such credit, relief, remission or repayment, pay to the Company the proportion of such credit, relief, remission or repayment as will leave H&P, PH and/or ARC (as relevant) after such payment in the same after tax position it would have been in (after taking into account all reasonable expenses incurred in determining or, if necessary, claiming the appropriate credit, relief, remission or repayment) if no additional amount has been required to be paid, provided always that:

(a) each of H&P, PH and ARC shall have absolute discretion as to the order and manner in which it employs or claims tax credits and allowances available to it and generally as to the conduct of its tax affairs; and

(b) none of H&P, PH or ARC shall be obliged to disclose any information regarding its tax affairs or tax computations.

16 ACKNOWLEDGMENTS

16.1 The Company acknowledges that:

(a) none of H&P, PH or ARC are required to or will give tax, legal, regulatory or accountancy advice in connection with the Placing or otherwise;

(b) whilst H&P, PH and ARC may participate in any due diligence investigations with respect to the Company in connection with the Placing, the Company will rely on its own expertise and on that of specialist legal, accounting and tax advisers in respect of that due diligence;

(c) each of the Company, H&P, PH and ARC agree that they are solely responsible for making their own independent judgements with respect to the Placing;

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(d) the issue of and subscription for the Placing Shares pursuant to this Agreement, including the determination of the Placing Price, is an arm's length commercial transaction between the Company, on the one hand, and H&P, PH and ARC on the other hand;

(e) each of H&P, PH and ARC will use and rely primarily on the information provided to it by or on behalf of the Company and on information available from generally recognised public sources in connection with this Agreement without having independently verified the same, and none of H&P, PH or ARC assume responsibility for the accuracy or completeness of such information for which the Company will be solely responsible;

(f) any advice, whether written or oral, given by H&P, PH or ARC to the Company or any communications between H&P, PH or ARC and the Company can only be used and relied on by the Company and may not be used or relied on by any third party and may not, except to the extent required by law, be disclosed to any third party without the prior written approval of H&P, PH or ARC (as relevant) (other than to the Company's professional advisers who may place no reliance on such advice);

(g) H&P, PH and ARC and their related entities carry on a range of businesses on their own account and for their clients, including proprietary trading and facilitation trading and providing securities broking, investment advisory, investment management and custodial services to clients. It is possible that various divisions and business groups of H&P, PH and ARC and their related entities, including those that provide these services, may issue research on and hold long or short positions in securities of companies which are or may be involved in the Placing (including the Company) and effect transactions in those securities, their derivatives and other financial products for their own account or for the account of their clients. The Company agrees that these divisions and business groups may hold such positions and effect such transactions without regard to the Company's interests in the Placing, in accordance with applicable laws and the duties they owe to their clients, and that H&P, PH, ARC and their related entities may acquire Placing Shares;

(h) H&P, PH and ARC are not obliged to disclose to the Company or utilise for the benefit of the Company, any non-public information which H&P, PH or ARC obtains in the normal course of its businesses where such disclosure or use would result in a breach of any obligation of confidentiality or any internal Chinese wall policies of H&P, PH or ARC;

(i) without prejudice to any Claim that the Company may have against H&P, PH or ARC no proceedings may be taken against any director, officer, employee of H&P, PH or ARC or their respective Affiliates in respect of any claim that the Company may have against H&P, PH or ARC, save in the event of fraud; and

(j) it is contracting with each of H&P, PH and ARC on an arm's length basis to provide the services described in this Agreement and none of H&P, PH nor ARC have and are not assuming any duties or obligations (fiduciary or otherwise) in respect of it other than those expressly set out in this Agreement or as otherwise specifically required at law.

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17 TIME OF ESSENCE

Any time, date or period mentioned in this Agreement may be extended by mutual agreement between the parties hereto but as regards any time, date or period originally fixed or any time, date or period so extended time shall be of the essence.

18 GOVERNING LAW AND JURISDICTION

18.1 The construction, validity and performance of this Agreement shall be governed by English Law.

18.2 Each party to this Agreement irrevocably agrees that the courts of England are (subject to clause 18.3) to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise out of or is in connection with (i) the creation, validity, effect, interpretation or performance of, or of the legal relationships established by, this Agreement or otherwise arising out of or in connection with this Agreement; and (ii) any noncontractual obligations which may arise out of or in connection with this Agreement and for such purposes all parties irrevocably submit to the exclusive jurisdiction of the English courts.

18.3 Notwithstanding clause 18.2, in the event that any Indemnified Person becomes subject to proceedings brought by a third party (the "Foreign Proceedings") in the courts of any country other than England (including, without prejudice to the generality of the foregoing, in any court of competent jurisdiction in the United States of America or Canada) (the "Foreign Jurisdiction"), such Indemnified Person shall be entitled, without objection by the Company, either:

(a) to join the Company and/or any other person to the Foreign Proceedings; and/or
(b) to bring separate proceedings for any breach of this Agreement and/or for a contribution or an indemnity against the Company and/or any other person in the Foreign Jurisdiction, provided that such separate proceedings arise out of or are in connection with the subject matter of the Foreign Proceedings.

18.4 Each party to this Agreement irrevocably waives any objection to the jurisdiction of any courts referred to in clause 18.3.

19 SERVICE OF PROCESS

19.1 For the purposes of this clause, "Service Document" means a claim form, summons, order, judgment or other document relating to any proceeding, suit or action arising out of or in connection with this Agreement.

19.2 The Company irrevocably agrees that any Service Document may be properly served on it in England by service on its agent Mkango Rare Earths UK Limited (company number 13473922) of 100 Liverpool Street, 6th Floor, London, EC2M 2AT or such other UK address as may be notified to PH, H&P and ARC by the Company in writing from time to time.

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29
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20 NOTICES

20.1 Any notices or other communication requiring to be given or served under or in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered:

in the case of the Company to:

Address: 550 Burrard Street, Suite 2900, Vancouver BC Canada, V6C 0A3

Email:

Attention:

if to H&P:

Address: 3rd Floor, 7-10 Chandos Street, London, England W1G 9DQ

Email:

Attention:

if to PH:

Address: 100 Liverpool Street, London, EC2M 2AT

Email:

Attention:

if to ARC:

Address: 51 Lime Street, City of London, London EC3M 7DQ

Email:

Attention:

20.2 Any such notice shall be delivered by hand or pre-paid first class post or airmail and if sent by post shall conclusively be deemed to have been received 48 hours after the time of posting and if sent by airmail shall conclusively be deemed to have been received 72 hours after the time of posting.

21 COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be an original, but all of the counterparts shall together constitute one and the same instrument.

22 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

22.1 Save as set out in clause 22.2, no person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but the provisions of this clause 22 shall not affect any right or remedy of a third party which is otherwise available.

22.2 Each Indemnified Person (other than H&P, PH and ARC) shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights under clause 10 and/or clause 15 provided that only H&P (without obligation) shall have the conduct of any action to enforce such rights on behalf of those H&P Indemnified Persons (where the action or Claim is brought against H&P or an H&P Indemnified Person), PH (without obligation) shall have the conduct of any action to enforce such rights on behalf of those PH Indemnified Persons (where the action or Claim is brought against PH or a PH Indemnified Person) and ARC (without obligation) shall have the conduct of any action to enforce such rights on behalf of those ARC Indemnified Persons (where the action or Claim is brought against ARC or an ARC Indemnified Person). H&P, PH and ARC (or any one of them) may agree to terminate or vary this Agreement without the consent of any such Indemnified Person and will have no responsibility to any such Indemnified Person under or as a result of this Agreement.

23 GENERAL

23.1 The obligations of H&P, PH and ARC under this Agreement will be several, and not joint or joint and several. None of H&P, PH or ARC will be responsible for the obligations of the other or any other's Indemnified Persons and none of the provisions of this Agreement shall impose any liability on H&P, PH or ARC for, nor shall the rights or remedies of H&P, PH or ARC be adversely affected by, any act or omission or performance or non-performance by any other of them or their Indemnified Persons of the provisions of this Agreement. The obligations owed by the Company to H&P, PH and ARC are owed to them as separate and independent obligations.

23.2 Each of H&P, PH and ARC and each other Indemnified Person shall (except as otherwise agreed among them) have the right to protect and enforce each of their rights without joining any of the others in any proceedings.

23.3 Any document, opinion or analysis (including any valuation analysis) provided by H&P, PH or ARC in connection with the transactions contemplated hereby will be solely for the use of the board of directors and senior management of the Company and may not be disclosed, quoted, reproduced, summarised, described or referred to without the prior written consent of H&P, PH or ARC (as applicable).

23.4 The Company shall not assign, transfer or charge all or any of its rights or benefits arising under this Agreement, without the prior written consent of H&P, PH and ARC.

23.5 This Agreement will operate for the benefit of and be binding upon (as appropriate) the parties hereto and the Indemnified Persons and their respective successors or legal personal representatives.

23.6 This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement at the date hereof and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

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Each party acknowledges and represents that it has not relied on or been induced to enter into this Agreement by and representation, warranty, undertaking or covenant (whether contractual or otherwise) other than those expressly set out in this Agreement and, so far as permitted by applicable law and except in the case of fraud, each party agrees and acknowledges that it is not liable to any other party (in equity, contract, tort or under statute) for any representation, warranty or undertaking not expressly incorporated in the Agreement. In this clause 23.6, the expression "Agreement" includes the Placing Results Agreement (if executed), and all documents entered into pursuant to this Agreement, in each case, as between the relevant parties.

23.7 No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties to this Agreement.

23.8 If any provision in this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, in any respect under any applicable law of any jurisdiction (i) the legality, validity and enforceability of the remaining provisions of this Agreement in that jurisdiction shall not be affected; the legality and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected; and (ii) such provision or part shall (so far as illegal, invalid or unenforceable) be deemed not to form part of this Agreement with without invalidating any of the remaining provisions of this Agreement.

IN WITNESS of which the parties have executed this deed on the date set out above.

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SCHEDULE 1

Documents to be delivered

The Company shall deliver the following documents to H&P, PH and ARC (or their solicitors) prior to or upon the signing of this Agreement (or as otherwise set out below or as otherwise stated in this Agreement):

1.1 one copy of the Fundraising Materials and the Verification Notes;

1.2 one copy of the Working Capital Model;

1.3 one copy of the Launch Board Minutes, inter alia:

(a) approving and authorising the execution of this Agreement;

(b) approving the Placing and Retail Offer;

(c) approving in principle the allotment, issuance and delivery of the New Common Shares conditional on the satisfaction of the Conditions;

(d) approving and authorising the release of the Placing Launch Announcement;

1.4 one copy of the minutes of the meeting of the Board (or a committee thereof) referred to in clause 6.4 and, in addition, approving the Placing Results Agreement, the Placing Results Announcement, the Admission Application and the Warranty Certificate by not later than 12.00 pm on the Business Day prior to the day of Admission;

1.5 the duly executed Subscription Agreements signed by Subscribers by no later than 6.00 pm on the Business Day prior to the day upon which Admission is to occur;

1.6 one copy of the LIFE Offering Document;

1.7 the duly executed Investor Questionnaires and any US Investor Letter (where applicable) signed by LIFE Offerees by no later than 6.00 pm on the Business Day prior to the day of Admission;

1.8 the Placing Results Agreement, by no later than immediately prior to the Placing Results Announcement being published;

1.9 the Warranty Certificate signed by a Director, dated the date of Admission, by no later than 5.00 pm on the Business Day prior to the day upon which Admission is to occur;

1.10 the Admission Application form signed on behalf of the Company by not later than 12.00 pm on the date that is two Business Days prior to the day upon which Admission is to occur; and

1.11 a copy of the US Legal Opinion and the Canadian Legal Opinion, by not later than 6.00 pm on the Business Day prior to the day of Admission.

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SCHEDULE 2

The Warranties

Schedule 2 (The Warranties) and all warranties contained or referred to therein have been omitted in their entirety from this publicly filed version of the Agreement on the basis that they are commercially sensitive and proprietary in nature and are not necessary for a reasonable investor to understand the impact of the Agreement on the Company.

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SCHEDULE 3The Certificate

[Letterhead of the Company]

To:

Peel Hunt LLP
7th Floor 100 Liverpool Street, London, England EC2M 2AT

H & P Advisory Limited
3rd Floor, 7-10 Chandos Street, London, England W1G 9DQ

Alternative Resource Capital (a trading name of Shard Capital Partners LLP)
36-38 Cornhill, London EC3V 3NG

Dear all

Placing Agreement dated [·] 2026

We refer to the above Agreement. Words and expressions in the above Agreement have the same meanings herein. We hereby confirm to you that:

(a) the Company has complied with all of its obligations in respect of the Placing whether arising under the above Agreement or the Fundraising Materials;

(b) each of the conditions referred to in clause 2.1 of the above Agreement (other than that in sub-clause 2.1(l)) has been fulfilled in accordance with its terms;

(c) none of the warranties or undertakings made or referred to in clause 9 and Schedule 2 of the above Agreement was breached or untrue or inaccurate or misleading at the date of the said Agreement and there has been no change of circumstances such that if repeated at the date hereof by reference to the facts and circumstances subsisting at the date hereof any of such warranties or undertakings would be breached or untrue or inaccurate or misleading; and

(d) since the date of the above Agreement, there has been no Material Adverse Change.

Yours faithfully

Director, duly authorised, for and
on behalf of MKANGO RESOURCES LTD

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SCHEDULE 4

Placing Results Agreement

To:

Peel Hunt LLP
7th Floor 100 Liverpool Street, London, England EC2M 2AT

H & P Advisory Limited
3rd Floor, 7-10 Chandos Street, London, England W1G 9DQ

Alternative Resource Capital (a trading name of Shard Capital Partners LLP)
36-38 Cornhill, London EC3V 3NG

[•] 2026

Dear all

Placing Results Agreement

Pursuant to the placing agreement dated [●] 2026 made between Mkango Resources Ltd (the "Company"), Peel Hunt LLP, H & P Advisory Limited and Alternative Resource Capital (a trading name of Shard Capital Partners LLP) (the "Placing Agreement"), we hereby confirm the following:

the total number of Placing Shares to be issued (conditional upon Admission) is [●];
the number of Placing Shares to be settled by PH to PH Placees is: [●];
the number of Placing Shares to be settled by PH to Canadian Finder Placees is: [●];
the number of Placing Shares to be settled by PH to JUB Placees is: [●];
the number of Placing Shares to be settled by PH to H&P Placees is: [●];
the number of Placing Shares to be settled by PH to ARC Placees is: [●];
the commission to be paid to PH pursuant to clause 8.1(a) is £[●];
the commission to be paid to H&P pursuant to clause 8.1(a) is £[●];
the commission to be paid to ARC pursuant to clause 8.1(a) is £[●]; and
the commission to be paid to the Canadian Finder pursuant to the Canadian Finder Engagement Letter is £[●].

Capitalised terms used herein shall have the meanings given to them in the Placing Agreement.

The parties confirm the provisions of the Placing Agreement and acknowledge and agree that this Placing Results Agreement forms part of, and shall be read in conjunction with, the Placing Agreement.

If the foregoing is in accordance with your understanding, please sign and return to us an original counterpart of this letter. Upon the acceptance by you of this letter, this letter shall constitute a legally binding agreement between the Company, PH, H&P and ARC.

Yours faithfully,

Mkango Resources Ltd

Director

Peel Hunt LLP

Authorised signatory

H & P Advisory Limited

Director / Authorised signatory

Alternative Resource Capital (a trading name of Shard Capital Partners LLP)

Director / Authorised signatory

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SCHEDULE 5

Mining Permits

Holder	Date of Licence	Date Granted	Date of Expiry	Type	Number	Area
SONGWE HILL

Thambani

Redacted Information - commercially sensitive information

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EXECUTION PAGE

SIGNED by Derek Linfield for and on behalf of MKANGO RESOURCES LTD

Redacted Information - signatures of parties

SIGNED by ___ for and on behalf of H & P ADVISORY LIMITED

Signature of Director/Authorised Signatory: _______

SIGNED by duly authorised signatory for and on behalf of PEEL HUNT LLP

Signature of Authorised Signatory: _______

SIGNED by ___ for and on behalf of SHARD CAPITAL PARTNERS LLP (TRADING AS ALTERNATIVE RESOURCE CAPITAL)

Signature of Director/Authorised Signatory: _______

EXECUTION PAGE

SIGNED by ___ for and on behalf of MKANGO RESOURCES LTD ) _______ Signature of Director

SIGNED by ___ for and on behalf of H & P ADVISORY LIMITED ) _______ Signature of Director/Authorised Signatory
Redacted Information - signatures of parties

SIGNED by duly authorised signatory for and on behalf of PEEL HUNT LLP ) _______ Signature of Authorised Signatory

SIGNED by ___ for and on behalf of SHARD CAPITAL PARTNERS LLP (TRADING AS ALTERNATIVE RESOURCE CAPITAL) ) _______ Signature of Director/Authorised Signatory

EXECUTION PAGE

SIGNED by __ for and on behalf of MKANGO RESOURCES LTD ) _______ Signature of Director

SIGNED by __ for and on behalf of H & P ADVISORY LIMITED ) _______ Signature of Director/Authorised Signatory

SIGNED by duly authorised signatory for and on behalf of PEEL HUNT LLP ) Signature of Authorised Signatory

Redacted Information - signatures of parties

SIGNED by __ for and on behalf of SHARD CAPITAL PARTNERS LLP (TRADING AS ALTERNATIVE RESOURCE CAPITAL) ) _______ Signature of Director/Authorised Signatory

EXECUTION PAGE

SIGNED by ___ for and on behalf of MKANGO RESOURCES LTD ) _______ Signature of Director

SIGNED by ___ for and on behalf of H & P ADVISORY LIMITED ) _______ Signature of Director/Authorised Signatory

SIGNED by duly authorised signatory for and on behalf of PEEL HUNT LLP ) _______ Signature of Authorised Signatory

SIGNED by ___ for and on behalf of SHARD CAPITAL PARTNERS LLP (TRADING AS ALTERNATIVE RESOURCE CAPITAL) ) _______

AI assistant

Mkango Resources Limited — Capital/Financing Update 2026

10523_rns_2026-04-14_444b9da0-8fdf-4cab-8584-0208ffd861be.pdf

CONTENTS

PARTIES

INTRODUCTION

IT IS AGREED THAT:

1 INTERPRETATION

2 CONDITIONS

3 DELIVERY OF DOCUMENTS AND OTHER OBLIGATIONS PRIOR TO ADMISSION

4 AUTHORITY OF H&P, PH AND ARC AS AGENTS

5 APPLICATION FOR ADMISSION

6 THE PLACING, ALLOTMENT AND REGISTRATION

7 RETAIL OFFER

8 COMMISSIONS, FEES, COSTS AND EXPENSES

9 WARRANTIES AND UNDERTAKINGS

10 INDEMNITIES

11 WARRANTIES, UNDERTAKINGS AND INDEMNITIES: GENERAL PROVISIONS

12 TERMINATION

13 CONTINUING OBLIGATIONS

14 EFFECT OF TERMINATION

15 WITHHOLDING AND GROSSING-UP

16 ACKNOWLEDGMENTS

17 TIME OF ESSENCE

18 GOVERNING LAW AND JURISDICTION

19 SERVICE OF PROCESS

20 NOTICES

21 COUNTERPARTS

22 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

23 GENERAL

SCHEDULE 1

Documents to be delivered

SCHEDULE 2

The Warranties

SCHEDULE 3The Certificate

Placing Agreement dated [·] 2026

SCHEDULE 4

Placing Results Agreement

Placing Results Agreement

SCHEDULE 5

Mining Permits

EXECUTION PAGE

EXECUTION PAGE

EXECUTION PAGE

EXECUTION PAGE

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Mkango Resources Limited Capital/Financing Update 2026