Letter of Intent signed with Crown Proptech to list Mkango’s Songwe Hill and Pulawy Rare Earths Projects on NASDAQ via a SPAC Merger
Letter of Intent signed with Crown Proptech to list Mkango’s Songwe
Hill and Pulawy Rare Earths Projects on NASDAQ via a SPAC Merger
London / Vancouver: January 8th, 2025 - Mkango Resources Ltd (AIM/TSX-V: MKA) (“Mkango”), pursuant
to the strategic review for the Songwe Hill Rare Earth project in Malawi (“Songwe”) and the Pulawy Rare
Earth Separation Plant in Poland (“Pulawy”), is pleased to announce that Mkango’s wholly owned
subsidiaries, Lancaster Exploration Limited (“Lancaster”) and Mkango Polska Sp. Z.o.o (collectively, the
“Company”), have signed a non-binding letter of intent (“LOI”) for a proposed business combination
transaction (the “Transaction”) with Crown PropTech Acquisitions (“CPTK”), a Cayman Islands exempted
company (OTC: CPTK).
This Transaction will create a vertically integrated global pure play rare earths platform that is intended
to result in the Class A ordinary shares of CPTK’s successor entity being listed on NASDAQ.
The listed entity will hold Mkango’s rare earths project at Songwe Hill in Malawi and a proposed
separation plant in Pulawy Poland. It is expected that Mkango will retain a majority interest in the listed
entity. Mkango’s interest in the HyProMag recycling business will not be part of the Transaction.
The Company and CPTK will announce additional details regarding the Transaction when a definitive
agreement has been executed, if any (the “Business Combination Agreement”). The parties are currently
considering the specific terms and structure of the Transaction, which are subject to due diligence as well
as business, legal, tax, accounting, regulatory, stock exchange and other considerations. The Transaction
will also be subject to customary closing conditions, including regulatory and stockholder approvals.
Simultaneously with the execution of the Business Combination Agreement, CPTK’s sponsor will arrange
$750,000 in cash proceeds of which US$500,000 will be funded upon the execution of the Business
Combination Agreement and the remaining US$250,000 will be funded upon the initial filing of the
Registration Statement with the U.S. Securities and Exchange Commission for the Transaction (the
“Sponsor Investment”). The Sponsor Investment will cover certain general corporate expenses of the
Company.
About Mkango Resources Ltd.
Mkango’s corporate strategy is to become a market leader in the production of recycled rare earth
magnets, alloys and oxides, through its interest in Maginito Limited (“Maginito”), which is owned 79.4 per
cent by Mkango and 20.6 per cent by CoTec Holdings Corp. (“CoTec”), and to develop new sustainable
sources of neodymium, praseodymium, dysprosium and terbium to supply accelerating demand from
electric vehicles, wind turbines and other clean energy technologies.
Maginito holds a 100 per cent interest in the HyProMag recycling business and a 90 per cent direct and
indirect fully-diluted interest in HyProMag GmbH (assuming conversion of Maginito’s convertible loan to
HyProMag GmbH), focused on short loop rare earth magnet recycling in the UK and Germany,
respectively, and a 100 per cent interest in Mkango Rare Earths UK Ltd, focused on long loop rare earth
magnet recycling in the UK via a chemical route. Maginito and CoTec are also rolling out HyProMag’s
recycling technology into the United States via the 50/50 owned HyProMag USA LLC joint venture.
HyProMag is also evaluating other jurisdictions, and recently launched a collaboration with Envipro
Technology Company Limited on rare earth magnet recycling in Japan.
Mkango owns the advanced stage Songwe Hill rare earths project, an extensive rare earths, uranium,
tantalum, niobium, rutile, nickel and cobalt exploration portfolio in Malawi, and the Pulawy rare earths
separation project in Poland.
Songwe Hill is one of the few rare earths projects to have progressed to the Definitive Feasibility Stage,
with an expected life of mine of 18 years, producing a 55% mixed rare earth carbonate, yielding 1,953
tons per annum of NdPr and 56 tons per annum of DyTb.
Mkango’s proposed Pulawy separation facility site, located in a Special Economic Zone in Poland, stands
adjacent to the EU’s second largest manufacturer of nitrogen fertilisers, and features established
infrastructure, access to reagents and utilities on site.
Mkango’s mining projects in Malawi and the Pulawy rare earths separation project in Poland are the
Subject of the Transaction.
For more information, please visit www.mkango.ca
About Crown Proptech Acquisitions
CPTK is a Cayman Islands exempted special purpose acquisition company formed in 2021 for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses, with approximately $ 5.7 million cash in trust.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been
incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service, this inside information is now considered to be in the
public domain.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements (within the meaning of that term under applicable
securities laws) with respect to Mkango, the Company, CPTK, their businesses and the Transaction.
Generally, forward looking statements can be identified by the use of words such as “plans”, “expects” or
“is expected”, “scheduled”, “estimates” “intends”, “anticipates”, “believes”, or variations of such words
and phrases, or statements that certain acti ons, events or results “can”, “may”, “could”, “would”,
“should”, “might” or “will”, occur or be achieved, or the negative connotations thereof.
Forward looking statements in this news release include, but are not limited to, statements with respect
to the global market for rare earth metals, CPTK’s successor entity being listed on NASDAQ, the Sponsor
Investment and the potential Transaction. Readers are cautioned not to place undue reliance on forward-
looking statements, as there can be no assurance that the plans, intentions or expectations upon which
they are based will occur. By their nature, forward-looking statements involve numerous assumptions,
known and unknown risks and uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and other forward-looking statements will not occur, which
may cause actual performance and results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such forward-looking statements.
Such factors and risks include, without limiting the foregoing, market effects on global demand for the
metals and associated downstream products for which Mkango or the Company is exploring, researching
and developing, delays in obtaining financing or governmental or stock exchange approvals and other
risks that are detailed in the periodic reports filed by CPTK with the U.S. Securities and Exchange
Commission. The forward-looking statements contained in this news release are made as of the date of
this news release. Except as required by law, each of Mkango, CPTK and the Company disclaims any
intention and assumes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by applicable law. Additionally,
each of Mkango, CPTK and the Company undertakes no obligation to comment on the expectations of, or
statements made by, third parties in respect of the matters discussed above.
For further information on Mkango, please contact:
Mkango Resources Limited, Lancaster Exploration Limited and Mkango Polska Sp. Z.o.o
Alexander Lemon William Dawes
President Chief Executive Officer
[email protected] [email protected]
Canada: +1 403 444 5979
www.mkango.ca
@MkangoResources
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Caroline Rowe
UK: +44 20 3470 0470
Alternative Resource Capital
Joint Broker
Alex Wood
UK: +44 20 7186 9004
Cohen Capital
Strategic and Financial Adviser
Brandon Sun
USA: +1 929 432 1254
Welsbach Corporate Solutions LLC-FZ
Supply Chain Advisor
Daniel Mamadou
SG: +65 6879 7107
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a
recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or
approval in any jurisdiction in connection with or with respect to the proposed Transaction, nor shall there
be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom,
such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does
not constitute either advice or a recommendation regarding any securities. No offering of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended, or an exemption therefrom.