Mkango Announces Signing of Note Purchase Agreement IN Respect of Spac Merger
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MKANGO ANNOUNCES SIGNING OF NOTE PURCHASE AGREEMENT IN RESPECT OF SPAC MERGER
Highlights
• US$750,000 committed to be invested in Mkango’s subsidiary, Lancaster Exploration Limited, pursuant
to a Note Purchase Agreement in connection with its proposed SPAC merger and NASDAQ listing.
• US$500,000 of such commitment has been deposited in escrow with release pending the signing of a
definitive business combination agreement for the SPAC merger and certain approvals by the TSX-V.
• US$250,000 of such commitment is to be invested pending the filing of a registration statement on
Form F-4 with the U.S. Securities and Exchange Commission.
• Committed funds are to provide working capital to assist Lancaster in completing the SPAC merger and
advancing its standalone public listing on NASDAQ.
London / Vancouver: 3 June 2025 - Mkango Resources Ltd (AIM/TSX-V: MKA) (“Mkango”) is pleased to announce
that its wholly -owned subsidiary, Lancaster Exploration Limited (“Lancaster”), has entered into a US$750,000
Note Purchase Agreement (the “NPA”) with one sponsor (the “F-4 Note Investor”) and an affiliate of the other
sponsor (the “BCA Note Investor”) of Crown PropTech Acquisitions, a Cayman Islands exempted company (OTC:
CPTK) (“CPTK”), in connection with the previously announced (8 January 2025) proposed merger (the “Merger”)
between Lancaster, certain other wholly -owned subsidiaries of Mkango (with Lancaster, the “Company”), and
CPTK.
The Merger would create a vertically integrated global pure play rare earths platform that is intended to result in
the ordinary shares of Lancaster being listed on NASDAQ. Upon the Merger and listing, Lancaster, as the listed
entity, would hold Mkango’s rare earths project at Songwe Hill in Malawi and the proposed separation plant in
Pulawy Poland. Mkango’s interest in the HyProMag recycling business would not form part of the Merger .
Pursuant to the NPA, Lancaster has agreed to issue and sell two convertible promissory notes (together, the
“Notes”), one to the BCA Note Investor in the principal amount of US$500,000 (the “BCA Note”) and one to the
F-4 Note Investor in the principal amount of US$250,000 (the “Form F -4 Note”), upon satisfaction of different
sets of conditions. The BCA Note Investor has deposited US$500,000 into escrow, with its release to Lancaster
pending the satisfaction of conditions including the execution of a definitive business combination agreement for
the Merger (the “BCA”) and approval by the TSX Venture Exchange (“TSX-V”) of the potential conversion of the
BCA Note into shares of Lancaster. Lancaster intends to return the escrowed funds to the BCA Note Investor if the
BCA Note is not issued by 30 June 2025, which is the expiration date of exclusivity regarding the BCA and which
may be extended. The Form F-4 Note is expected to be issued following the execution of the BCA and, subject to
TSX-V approval of the potential conversion of the Form F-4 Note into shares of Lancaster, upon the submission of
a r egis t r ation s t at eme nt on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) covering the
issuance of share consideration pursuant to the Merger.
Following issuance, the Notes will accrue interest at a rate of 12% per annum, 9% of which will be paid in kind,
subject to conditional approval of the TSX -V, such that the Notes ’ principal amounts will be increased by the
amount of such interest payments semi-annually, and 3% of which will be paid in cash semi-annually. The maturity
date of the Notes is to be one year after their respective issuances.
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If the Notes are outstanding at the time of the Merger, the principal and accrued and unpaid interest of the Notes
will convert (the “Standard Conversion”) into twice the number of shares to which such dollar amount would
equate based on the implied dollar value of Company shares in the proposed BCA (the “Proposed BCA
Valuation”). Alternatively, if CPTK satisfies cert ain cash thresholds at the time of the Merger, the BCA Note
Investor and the F-4 Note Investor 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 Notes, if any, converting pursuant to the Standard Conversion.
If the Notes remain outstanding by their maturity dates, the BCA Note Investor and the F-4 Note Investor will be
entitled to receive 1.2 times the original principal amount of the Note s in addition to any accrued and unpaid
interest, less any principal amounts already paid as of the maturity date.
Information about the NPA will be provided in a Current Report on Form 8-K to be filed by CPTK with the SEC and
is available at www.sec.gov.
Alexander Lemon, President of Mkango, commented: “This Note Purchase Agreement unlocks working capital
to assist Lancaster in its NASDAQ listing whilst minimising dilution at the Mkango level. We’re grateful for the
continued support from CPTK and its sponsors and affiliates as we enter this exciting new phase for the Company
and advance this transformative transaction for Mkango.”
Michael Minnick, CEO of CPTK, added: “Our thesis for the rare earths sector continues to strengthen, particularly
with the demonstrated growth in AI and the evolving robotics applications, amongst others. We believe the
Mkango team is well-positioned in this sector based on their completed definitive feasibility study, environmental
compliance, and signed mining development agreement with the government of Malawi.”
About Mkango Resources Ltd.
Mkango is listed on 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 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 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 earths project and an extensive rare earths, uranium,
tantalum and niobium exploration portfolio in Malawi, and the Pulawy rare earths separation project in Poland.
Songwe Hill is one of the few rare earth projects to have advanced to the NI 43 -101 compliant Definitive
Feasibility Study (“DFS”) stage. The project has an expected mine life of 18 years and is designed to produce a
55% mixed rare earth carbonate, yieldin g approximately 1,953 tonnes per annum of NdPr and 56 tonnes
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.
For more information, please visit www.mkango.ca
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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 $5.6 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 (Withdrawa l) Act 2018. Upon the publication of this
announcement via Regulatory Information Service, this inside information is now considered to be in the public
domain.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the Merger, Lancaster and CPTK will prepare a
registration statement, including a proxy statement/prospectus, to be filed with the SEC . 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 Merger. Such persons can also read CPTK’s filings
with the SEC for a description of the security holdings of its o fficers 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
Lancaster 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 Merger . 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 Merger will be set forth in the proxy statement/prospectus
for the Merger when available. Information concerning the interests of Lancaster’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 Merger when it becomes available.
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 Merger. Generally,
forward looking statements can be identified by the use of words such as “targeted”, “plans”, “expects” or “is
expected to”, “scheduled”, “estimates” “intends”, “anticipates”, “believes”, or variations of such words and
phrases, or statements that certain actions, 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
CPTK’s successor entity being listed on NASDAQ, the BCA Note Investor’s and the F-4 Note Investor’s investments
through the NPA, and the potential Merger. 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 assu mptions, 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
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the foregoing, whether the BCA will be executed, whether the TSX-V will consent to the conversion of the Notes
for shares of Lancaster, whether NASDAQ will approve the listing of shares of Lancaster, the availability of (or
delays in obtaining) financing to develop Songwe Hill and the recycling plants in the UK, Germany and the US as
well as the contemplated separation plant to be constructed in connection with real estate rights held by Mkango
Polska Sp. Z.o.o (the “Pulawy Project”), geological, technical and regulatory matters relating to the development
of Songwe Hill, governmental action and other market effects on global demand and pricing for the metals and
associated downstream products for which Mkango or the Company is exploring, researching and de veloping,
the ability to scale the HPMS and chemical recycling technologies to commercial scale, competitors having
greater financial capability and effective competing technologies in the recycling and separation business of
Maginito and Mkango, availability of scrap supplies for recycling activities, government regulation (including the
impact of environmental and other regulations) on and the economics in relation to recycling and the
development of the various recycling and separation plants of Mkango and Maginito and future investments in
the United States pursuant to the cooperation agreement between Maginito and CoTec, the outcome and timing
of the completion of feasibility studies for Songwe Hill, cost overruns, complexities in building and operating
Songwe Hill and the Pulawy Project, the positive results of feasibility studies on the various proposed aspects of
Mkango’s and Maginito’s activities, and 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 SEC. The forward-looking
statements contained in this news release are made as of the date of this news release. Except as required by
applicable 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. 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.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any
securities or in respect of the Merger. This press 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 pri or to registration or qualification under the securities laws
of any such jurisdiction. No offering of se curities 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, Lancaster Exploration Limited and Mkango Polska Sp. Z.o.o
William Dawes
Chief Executive Officer
Canada: +1 403 444 5979
www.mkango.com
@MkangoResources
Alexander Lemon
President
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Jen Clarke, Devik Mehta
UK: +44 20 3470 0470
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Alternative Resource Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: +44 20 7186 9004/5
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 Merger, 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 pre ss 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.