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Mkango Resources Limited — Proxy Solicitation & Information Statement 2025
Sep 25, 2025
10523_rns_2025-09-25_a2be8d53-edaa-49ec-b49f-b66c7b8f9d1a.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF MKANGO RESOURCES LTD.
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Mkango Resources Ltd. (the “Corporation”) to be held at the offices of Fasken Martineau DuMoulin LLP at 2400, 333 Bay St, Toronto, Ontario, Canada at the hour of 9:00 a.m. (Toronto time) on October 29, 2025 for the following purposes:
- to fix the number of directors of the Corporation to be elected at the Meeting at six (6);
- to elect the directors of the Corporation who will serve until the end of the next annual general meeting or until their successors are appointed;
- to appoint the auditors of the Corporation and to authorize the directors to fix their remuneration;
- to pass an ordinary resolution, the full text of which is set forth herein, to re-approve the Stock Option Plan;
- to pass an ordinary resolution, the full text of which is set forth herein, to re-approve the EMI Plan;
- to pass an ordinary resolution, the full text of which is set forth herein, to re-approve the RSU Plan;
- to consider and, if thought fit, to pass a special resolution to approve certain amendments to the Corporation’s Articles with respect to alterations, as more particularly described in the accompanying Information Circular; and
- to transact such other business as may properly be brought before the Meeting or any adjournment thereof.
Specific details of the matters to be put before the Meeting are set forth in the Circular. Also enclosed is a form of proxy for the Meeting.
The record date (the “Record Date”) for determining those shareholders entitled to receive notice of and to vote at the Meeting is September 15, 2025. Only persons registered as shareholders on the books of the Corporation as of the close of business on the Record Date (“Registered Shareholders”) are entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and no person becoming a Registered Shareholder after the Record Date shall be entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The failure of any Shareholder to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting.
Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed form of proxy and mail it to or deposit it with our transfer agent, Computershare Trust Company of Canada (“Computershare”): (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; (ii) by hand delivery to Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; (iii) by facsimile to 1-866-249-7775 (inside North America) or (416) 263-9524 (outside North America); or (iv) you may vote by telephone at 1-866-732-8683 (inside North America) or (312) 588-4290 (outside North America). If you wish to vote through the internet, please go to www.investorvote.com and follow the instructions. You will require your control number found on your proxy form. In order to be valid and acted upon at the Meeting, forms of proxy must be received by Computershare not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting or any adjournment or postponement thereof (no later than 9:00 a.m. (Toronto time) on October 27, 2025). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice.
Beneficial Holders/Non-Registered Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form received from their intermediary/broker to ensure that the shares of such shareholder will be voted at the Meeting. If you hold your shares in a brokerage account you are not a Registered Shareholder.
Dated this 19th day of September, 2025.
By Order of the Board of Directors
“Derek Linfield”
Derek Linfield
Chairman and Director