Mkango and Crown PropTech Acquisitions Announce Business Combination Agreement to Create Geographically Strategic Pure- Play Global Rare Earth Platform Owning Songwe Hill and Pulawy Projects
MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
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Canada
Mkango and Crown PropTech Acquisitions Announce Business
Combination Agreement to Create Geographically Strategic Pure-
Play Global Rare Earth Platform Owning Songwe Hill and Pulawy
Projects
• Lancaster Exploration Limited (expected to be renamed Mkango Rare Earths Limited), owner of
Mkango’s Songwe Hill Rare Earths Project in Malawi (“Songwe Hill”) and the Pulawy Rare Earth
Separation Project (“Pulawy”) in Poland, both designated as strategic projects under the EU
Critical Raw Materials Act, will apply for listing on Nasdaq with an aim to become a publicly traded
company under the name Mkango Rare Earths Limited (“MKAR”) if the Business Combination
closes. Songwe Hill is also supported by the Minerals Security Partnership.
• Songwe Hill and Pulawy together comprise a vertically integrated, pure-play global rare earth
platform, with the goal to provide a mined, refined and separated supply of rare earth oxides to
supply chains across North America, Europe and Asia.
• Songwe Hill is one of the very few rare earth projects globally to have advanced to a NI 43-101
compliant Definitive Feasibility Study (“DFS”) stage (citation below), with a full Environmental,
Social, Health Impact Assessment (“ESHIA”) also completed in compliance with IFC Performance
Standards.
• The pro forma value of Mkango’s shareholding in the MKAR Group (excluding its current recycling
businesses) pursuant to the Business Combination Agreement is US$400 million prior to
transaction expenses and excluding any net proceeds from a PIPE financing and any amounts
available from CPTK’s trust account.
• Transaction proceeds will support Mkango Rare Earths Limited’s strategic growth plan, which
includes development of Songwe Hill and Pulawy.
LONDON / VANCOUVER: 3 July 2025 -– Mkango Resources Ltd (AIM/TSX-V: MKA) (“Mkango”) is pleased
to announce that its wholly owned subsidiary, Lancaster Exploration Limited (“MKAR,” to be renamed
Mkango Rare Earths Limited) and certain other wholly-owned subsidiaries of Mkango (together with
MKAR, “MKAR Group”) have entered into a definitive business combination agreement dated July 2, 2025
(the “Business Combination Agreement”) with Crown PropTech Acquisitions, a Cayman Islands exempted
company (OTC: CPTKW) (“CPTK”).
The proposed merger and the other transactions contemplated by the Business Combination Agreement
(the “Proposed Business Combination”) would create a publicly traded, vertically integrated, global
pure-play rare earths platform, comprised of Songwe Hill and Pulawy under the name “Mkango Rare
Earths Limited,” and its ordinary shares are expected to trade on Nasdaq.
Completion of the Proposed Business Combination is subject to a number of conditions, including but not
limited to, the approval of a Nasdaq listing application, approval by Mkango as shareholder of MKAR,
approval by the shareholders of CPTK , approval by the TSX Venture Exchange (“TSX -V”), and the
satisfaction or waiver of other closing conditions. There can be no assurance that the Proposed Business
Combination will be completed as proposed or at all.
Mkango’s interest in its recycling businesses is not contemplated as part of the Proposed Business
Combination. It is expected that a meeting of Mkango’s shareholders will be called to approve both the
transaction and a name change for Mkango, to be effective on completion of the Proposed Business
Combination.
The pro forma value of Mkango’s shareholding in the MKAR Group pursuant to the Business Combination
Agreement is US$400 million prior to any reduction for transaction expenses including any repayment of
the BCA Note and F-4 Note described below and does not include any net proceeds from a PIPE financing
and any amounts available from CPTK’s trust account. Mkango is expected to retain a significant majority
equity interest in MKAR, with final ownership determined at closing based on any conversion of the BCA
Note and F-4 Note, the amount of SPAC redemptions, any securities issued pursuant to a private
placement financing (“PIPE Financing”) and other closing adjustments.
Alexander Lemon, President of Mkango, commented: “We are excited to announce the signing of a
transformative Business Combination Agreement with CPTK, which I believe marks a pivotal step towards
unlocking substantial shareholder value. This transaction is expected to significantly accelerate the growth
trajectory of the Mkango group and position us as a key player in the global rare earth supply chain, with
a strong emphasis on sustainability and critical industry demand. Partnering with CPTK, an organization
that shares our strategic vision and values, enhances our platform for scalable growth and innovation. As
we move towards a Nasdaq listing, we believe this combination will catalyse new opportunities, broaden
our investor base, and drive long-term value creation.”
Michael Minnick, CEO of CPTK, added: “We are excited to continue progressing this transaction forward.
Based on the significant milestones achieved to date, we believe MKAR is uniquely-positioned to become
an important provider of not only rare earth carbonates via its mining site in Malawi, Africa, but also a
provider of rare earth oxides through its planned separation facility in Pulawy, Poland. This vertically
integrated approach, we believe, will distinguish MKAR.”
Pursuant to a previously announced note purchase agreement between MKAR, one of CPTK’s sponsors,
and an affiliate of another sponsor of CPTK, US$500,000 was funded upon the execution of the Business
Combination Agreement in exchange for a convertible promissory note (the “BCA Note”), with an
additional US$250,000 to be funded (collectively with the US$500,000 investment, the "Sponsor
Investment") upon the initial public filing of a registration statement on Form F-4 with the U.S. Securities
and Exchange Commission (the “SEC”) for the Proposed Business Combination in exchange for a
convertible promissory note (the “F-4 Note”). The TSX-V has conditionally accepted the BCA Note
issuance, subject to satisfaction of customary closing conditions. The Sponsor Investment will cover
certain of MKAR Group’s general corporate expenses related to the Proposed Business Combination.
MKAR’s goal with Songwe Hill and Pulawy is to provide a mined, refined and separated sustainable supply
of rare earth oxides to supply chains across North America, Europe and Asian markets. Songwe Hill is a
Minerals Security Partnership supported project, and both Songwe Hill and Pulawy have been recently
designated as Strategic Projects under the European Union Critical Raw Materials Act (“CRMA”), as both
have been assessed by the EU to be highly important to the EU’s supply security of strategic raw materials
and possess viable technical feasibility within reasonable timeframes. Accordingly, both are expected to
benefit from coordinated support from the EU Member States and financial institutions, in particular, in
terms of access to financing and connections with future off-takers.
Songwe Hill is one of the very few rare earth projects globally to have advanced to the NI 43-101 compliant
DFS stage, with an approved ESHIA also completed in compliance with IFC Performance Standards. A
mining development agreement was signed with the Government of Malawi in July 2024.
Pulawy is expected to be underpinned by the sustainable supply of a purified rare earth carbonate from
Songwe Hill and is also expected to process rare earths from other sources. As an EU-based project,
Pulawy is expected to provide cross-border benefits, including for downstream sectors. The project is also
expected to benefit from expedited permitting processes as a Strategic Project under the CRMA. Poland,
as an EU Member State Government, is responsible for ensuring that Pulawy obtains relevant permits
within the CRMA’s timelines, which provide that permitting processes will not exceed 15 months for
processing/refining projects.
Proposed Business Combination Overview
The Proposed Business Combination implies a pro forma valuation of Mkango’s shareholding in MKAR of
US$400 million, excluding the effects of MKAR’s indebtedness, closing cash, and transaction expenses (the
“BCA Valuation”) and any net proceeds from a PIPE financing and amounts remaining in CPTK’s trust
account.
Pursuant to the Business Combination Agreement, MKAR is obligated to effect a share split that is
expected to result, based on current assumptions, all of which are subject to change, in Mkango holding
approximately 40,000,000 outstanding ordinary shares of MKAR at the closing of the Proposed Business
Combination, calculated using the BCA Valuation at an implied value of US$10 per share , with CPTK’s
initial shareholders expected to hold 6,900,000 ordinary shares of MKAR. Additionally, the principal and
accrued and unpaid interest of the convertible promissory notes issued pursuant to the Sponsor
Investment, which includes the BCA Note issuance, will convert immediately prior to the consummation
of the Proposed Business Combination (the “Standard Conversion”) into twice the number of ordinary
shares of MKAR to which such dollar amount would equate based on the implied dollar value of Company
shares in the Proposed Business Combination (the “Proposed BCA Valuation”), which shares would be
held by one of CPTK’s sponsors and the affiliate of another CPTK sponsor. Alternatively, if CPTK satisfies
certain cash thresholds at the time of the Proposed Business Combination, the noteholders may opt to
have any portion of such principal and interest repaid in cash as well as convert into half the number of
shares to which such dollar amount would equate based on the Proposed BCA Valuation, with the balance
of the promissory notes, if any, converting pursuant to the Standard Conversion. In addition, ordinary
shares of MKAR may be issued pursuant to a PIPE Financing, if any, at the closing of the Proposed Business
Combination.
Additionally, outstanding warrants of CPTK, which include approximately 9.2 million public warrants and
5.0 million private placement warrants, will become exercisable for ordinary shares of MKAR (such
warrants, the “Warrants”) pursuant to the CPTK Warrant Agreement which will be assigned and assumed
by MKAR as a condition to the closing of the Proposed Business Combination. The public warrants will
contain the same general terms and conditions of the CPTK warrants, including a five-year term, a cash
exercise price of US$11.50 per share, subject to adjustment, and are redeemable for $0.01 per warrant
upon 30 days’ notice if the closing price of the underlying shares equals or exceeds $18.00 per share for
any 20 trading days within a 30-trading day period ending three business days before the redemption
notice is sent to the warrant holders. The private warrants are identical to the public warrants except they
are not redeemable and have a cashless exercise feature.
The applicable boards of directors of MKAR Group and CPTK have unanimously approved the Proposed
Business Combination, which is expected to be completed in the fourth quarter of 2025, subject to, among
other things, the approval of a Nasdaq listing application, approval by Mkango as shareholder of MKAR,
approval by the shareholders of CPTK, approval by the TSX-V, and satisfaction or waiver of the other
conditions set forth in the Business Combination Agreement. MKAR is not obligated to close the Proposed
Business Combination if, pursuant to the Business Combination Agreement, CPTK’s available net cash,
including new funds raised from investors and following redemptions by CPTK’s public shareholders,
would be less than US$5,000,000 at closing.
Pursuant to a Shareholder Support Agreement executed concurrently with the Business Combination
Agreement (the “Shareholder Support Agreement”), Mkango agreed to vote in favor of the Proposed
Business Combination and take actions to support its consummatio n. The Shareholder Support
Agreement also restricts the transfer of Mkango’s shares of MKAR and prohibits the initiation of any claims
that could delay or impede the Proposed Business Combination. Pursuant to a Sponsor Support
Agreement executed concurrently with the Business Combination Agreement (the “Sponsor Support
Agreement”), CPTK’s sponsor and certain other investors in CPTK have agreed to vote in favor of the
Proposed Business Combination and take actions to support its consummation. The Sponsor Support
Agreement also restricts the transfer of the parties’ shares of CPTK, includes provisions for escrow and
potential earnout of a portion of the shares of MKAR to be obtained by CPTK’s sponsor, and contains
waivers of certain rights and claims related to the Proposed Business Combination.
Net proceeds from the Proposed Business Combination are expected to support MKAR Group’s strategic
growth plan, which includes development of Songwe Hill and Pulawy.
Additional information about the Proposed Business Combination, including a copy of the Business
Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by CPTK with the
SEC and available at www.sec.gov. Mkango will also be filing a material change report attaching a copy
of the Form 8-K and the exhibits thereto (the “MCR”), as well as executed copies of the Business
Combination Agreement, the Shareholder Support Agreement and the Sponsor Support Agreement under
Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage. Shareholders of Mkango are encouraged
to review the MCR and its attachments in full for additional information regarding the Proposed Business
Combination.
Advisors
Cohen & Company Capital Markets (“CCM”), a division of J.V.B. Financial Group LLC is acting as the
exclusive financial advisor and lead capital markets advisor to MKAR.
Welsbach Corporate Solutions LLC-FZ (“Welsbach”) is acting as Supply Chain Advisor to MKAR.
Jett Capital Advisors, LLC is acting as exclusive financial advisor and lead capital markets advisor to CPTK.
Greenberg Traurig, LLP is serving as legal counsel to MKAR and Fasken Martineau LLP is serving as legal
counsel to Mkango.
Orrick, Herrington & Sutcliffe LLP is serving as U.S. legal counsel to CPTK.
About Mkango Resources Ltd.
Mkango is listed on AIM and the TSX Venture Exchange. 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 HyProMag Limited (“HyProMag”) and a 90 per cent direct and
indirect interest (assuming conversion of Maginito’s convertible loan) in 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 (“Mkango UK”), 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 company.
Mkango also owns the advanced stage Songwe Hill Rare Earth project, a rare earths, uranium, tantalum
and niobium exploration portfolio in Malawi, as well as the Pulawy Rare Earth’s separation project in
Poland. These projects are the subject of the Proposed Business Combination.
Songwe Hill is one of the few rare earth projects to have advanced to the NI 43-101 compliant DFS. The
DFS is dated August 18, 2022 with an effective date of July 1, 2022 and entitled “NI 43-101 Technical
Report on the Songwe Hill Rare Earth Element Project in Malawi”. It was prepared by Senet, a DRA Global
Group Company, and can be located under Mkango’s profile on SEDAR+ at
www.sedarplus.ca/landingpage.
Pulawy, 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.
For more information, please visit www.mkango.ca
About Crown PropTech Acquisitions (CPTK)
CPTK is a Cayman Islands exempted company incorporated in 2021 as a special purpose acquisition
company 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 $5.67
million cash in trust.
Market Abuse Regulation (MAR) Disclosure
The information contained within this news release is deemed by Mkango 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 Statement Regarding Forward-Looking Statements
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.
All statements other than statements of historical facts contained in this news release, including
statements regarding MKAR’s and Mkango’s future financial position, results of operations, business
strategy, and plans and objectives of their management team for future operations, are forward-looking
statements. Any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are also forward-looking statements. In some
cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,”
“target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar
expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-
looking statements include, without limitation, CPTK, Mkango, MKAR or their respective management
teams’ expectations concerning the outlook for their or MKAR’s business, productivity, plans, goals for
future operational improvements, capital investments, operational performance, future market
conditions, economic performance, developments in the capital and credit markets, expected future
financial performance, capital expenditure plans and timeline, mineral reserve and resource estimates,
production and other operating results, productivity improvements, expected net proceeds, expected
additional funding, the percentage of redemptions of CPTK’s public shareholders, growth prospects and
outlook of MKAR’s operations, individually or in the aggregate, including the achievement of project
milestones, commencement and completion of commercial operations of certain of MKAR’s projects,
future listing of MKAR on Nasdaq, as well as any information concerning possible or assumed future
results of operations of Mkango and MKAR. Forward-looking statements also include statements
regarding the expected benefits of the Proposed Business Combination. The forward-looking statements
are based on the current expectations of the respective management teams of CPTK, Mkango and MKAR,
as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential
effects. There can be no assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that
the Proposed Business Combination may not be completed in a timely manner or at all, which may
adversely affect the price of CPTK’s, MKAR’s or Mkango’s securities, (ii) the risk that the Proposed Business
Combination may not be completed by CPTK’s business combination deadline, or at all, and the potential
failure to obtain an extension of the business combination deadline if sought by CPTK, MKAR or Mkango
(iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination,
including the approval of the Business Combination Agreement by Mkango ,the shareholders of CPTK, and
the TSX-V, the satisfaction of the minimum cash amount following redemptions by CPTK’s public
shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including
the price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement
or pendency of the Proposed Business Combination on CPTK’s, Mkango’s or MKAR’s business
relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may
be instituted against CPTK or MKAR related to the business combination agreement or the Proposed
Business Combination, (viii) failure to realize the anticipated benefits of the Proposed Business
Combination, (ix) the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or
if listed, the inability of MKAR to maintain the listing of its securities on the Nasdaq Stock Market, (x) the
risk that the price of MKAR securities may be volatile due to a variety of factors, including changes in the
highly competitive industries in which MKAR plans to operate, variations in performance across
competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics,
national security tensions, and macro-economic and social environments affecting its business, and
changes in the combined capital structure, (xi) the inability to implement business plans, forecasts, and
other expectations after the completion of the Proposed Business Combination, identify and realize
additional opportunities, and manage its growth and expanding operations, (xii) the risk that MKAR may
not be able to successfully develop its assets, (xiii) the risk that MKAR will be unable to raise additional
capital to execute its business plan, which many not be available on acceptable terms or at all, (x iv)
political and social risks of operating in Malawi or Poland, (xv) operational hazards and risks that MKAR
could face, and (xvi) the risk that additional financing in connection with the Proposed Business
Combination may not be raised on favorable terms, in a sufficient amount to satisfy the minimum cash
amount condition to the Business Combination Agreement. The foregoing list is not exhaustive, and there
may be additional risks that CPTK, Mkango, or MKAR presently do not know or that they currently believe
are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this
news release and the other risks and uncertainties described in CPTK’s filings with the SEC, Mkango’s
filings on SEDAR+, the risks to be described in a registration statement on Form F-4, which will include a
proxy statement/prospectus, and those discussed and identified in filings made with the SEC by CPTK and
MKAR, from time to time. CPTK, Mkango, and MKAR caution you against placing undue reliance on
forward-looking statements, which reflect current beliefs and are based on information currently
available as of the date a forward-looking statement is made. Forward-looking statements set forth in this
news release speak only as of the date of this news release. None of CPTK, Mkango, or MKAR undertakes
any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or
changes in beliefs. In the event that any forward-looking statement is updated, no inference should be
made that CPTK, Mkango, or MKAR will make additional updates with respect to that statement, related
matters, or any other forward-looking statements. Any corrections or revisions and other important
assumptions and factors that could cause actual results to differ materially from forwa rd-looking
statements, including discussions of significant risk factors, may appear, up to the consummation of the
Proposed Business Combination, in CPTK’s or MKAR’s public filings with the SEC, which are or will be (as
appropriate) accessible at www.sec.gov, or Mkango’s public filings on SEDAR+, which you are advised to
review carefully.
Important Information for Investors and Shareholders
In connection with the Proposed Business Combination, MKAR and CPTK will prepare a registration
statement on Form F-4, including a proxy statement/prospectus, to be filed with the SEC, a copy of which
will also be filed under Mkango’s profile on SEDAR+. The proxy statement/prospectus will be mailed to
CPTK’s shareholders. CPTK urges investors and other interested persons to read, when available, the proxy
statement/prospectus, as well as other documents filed with the SEC, because these documents will
contain important information about the Proposed Business Combination. Such persons can also read
CPTK’s filings with the SEC for a description of the security holdings of its officers and directors and their
respective interests as security holders in the consummation of the transactions described herein. The
proxy statement statement/prospectus, once available, can be obtained, without charge, at the SEC’s web
site at www.sec.gov.
Participants in the Solicitation
MKAR and CPTK and their respective directors, executive officers and other members of their
management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies of CPTK’s shareholders in connection with the Proposed Business Combination. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of
CPTK’s directors and officers in CPTK’s SEC filings. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to CPTK’s shareholders in connection with the
Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed
Business Combination when available. Information concerning the interests of MKAR’s and CPTK’s
participants in the solicitation, which may, in some cases, be different than those of their respective
equityholders generally, will be set forth in the proxy statement/prospectus relating to the Proposed
Business Combination when it becomes available.
No Offer or Solicitation
This news release shall not constitute a solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the Proposed Business Combination. This news release shall also not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
For further information on Mkango, please contact:
Mkango Resources Limited
Alexander Lemon William Dawes
President Chief Executive Officer
[email protected] [email protected]
UK: +44 20 7372 2744
www.mkango.com
@MkangoResources