Mkango Announces Issue of Shares Following Vesting of Restricted Share Units
MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
MKANGO ANNOUNCES ISSUE OF SHARES FOLLOWING VESTING OF RESTRICTED SHARE
UNITS
London / Vancouver: February 18, 2026 - Mkango (AIM/TSX-V: MKA) (the “Company” or
“Mkango”) announces that following the resignation of former CFO, Robert Sewell, as
announced on 13 February 2026, the Company has issued 2,038,589 common shares of the
Company (“New Common Shares”) to Mr. Sewell following the vesting of 2,038,589 Restricted
Share Units (“RSU”s).
Application to AIM and Total Voting Rights
Application has been made for the New Common Shares , which will rank pari passu with the
Company’s existing shares, to be admitted to trading on AIM (“Admission”). It is expected that
Admission will become effective and dealings in the New Common Shares will commence at
8:00 am on or around 23 February 2026. The New Common Shares will also be listed for trading
on the TSX-V.
In accordance with the Disclosure Guidance and Transparency Rules, the Company hereby
notifies the market that immediately following Admission, its issued and outstanding share
capital will consist of 349,231,496 shares. The Company does not hold any shares in treasury.
Shareholders may use this figure as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
For further information on Mkango, please contact:
Mkango Resources Limited
William Dawes
Chief Executive Officer
Alexander Lemon
President
Canada: +1 403 444 5979
www.mkango.ca
@MkangoResources
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Jen Clarke, Devik Mehta
UK: +44 20 3470 0470
Alternative Resource Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: +44 (020) 4530 9160/77
H&P Advisory Limited
Joint Broker
Andrew Chubb, Leif Powis, Jay Ashfield
UK: +44 20 7907 8500
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
UK: ++44 (0)20 3514 0897
About Mkango Resources Ltd.
Mkango is listed on the AIM and the TSX-V. 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, 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 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 HPMS 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 earths project in Malawi (“Songwe”)
and the Pulawy rare earths separation project in Poland (“Pulawy”). Both the Songwe and
Pulawy projects have been selected as Strategic Projects under the European Union Critical
Raw Materials Act. Mkango has signed a business c ombination agreement (“Business
Combination Agreement”) with Crown PropTech Acquisitions (“CPTK”) to list the Songwe Hill
and Pulawy rare earths projects on NASDAQ via a SPAC Merger under the name Mkango Rare
Earths Limited (“Proposed Business Combination”).
For more information, please visit www.mkango.ca
Cautionary Note Regarding Forward-Looking Statements
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 te am 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 c ases, y ou c an iden ti fy f orw a r d-
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, the outlook for
Mkango’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, e xpected additional
funding, the percentage of redemptions of CPTK’s public shareholders, growth prospects and
outlook of MKAR’s or Maganito’s operations, individually or in the aggregate, including the
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 rega rding 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
t o , ( i ) t h e r i s k t h a t t h e P r o p o s e d B u s i n e s s C o m b i n a ti o n m a y n o t b e c o m p l e t e d i n a ti m e l y
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) t h e f a i l u r e t o s a ti s f y t h e
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 fol lowing 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 Pro posed 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 performa nce 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 Mkango may
not be able to successfully develop its assets, (xiii) the risk that Mkango will be unable to raise
additional capital to execute its business plan, which many not be available on acceptable terms
or at all, (xiv) political and social risks of operating in Malawi or Poland, (xv) operational hazards
and risks that Mkango 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 sa tisfy the minimum cash amount condition to the Business Combination
Agreement. The foregoing list is not exhaustive, and there may be additional risks that CPTK,
Mk ango, or MKAR presently do not know or that the y curr ently believe are immaterial. Y ou
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. Mkango 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 forward -
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.
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 does not constitute an offer to sell or a solicitation of an offer to buy any
equity or other securities of the Company in the United States. The securities of the Company
will not be registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and may not be offered or sold within the United States to, or for the account
or benefit of, U.S. persons except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.