Mkango Resources Ltd. Announces the Filing of Registration Statement by Mkango Rare Earths Limited on Form F-4 in Connection with Proposed Business Combination
THIS NEWS RELEASE IS INTENDED FOR DISTRI BUTION IN CANADA ON LY AND IS NOT FOR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED ST ATES OR THE DISTRICT OF
COLUMBIA), OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.
MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
Mkango Resources Ltd. Announces the Filing of Registration Statement by Mkango Rare Earths Limited on
Form F-4 in Connection with Proposed Business Combination
Key Highlights
Mkango Rare Earths Limited has filed a registration statement on Form F ‑4 with the U.S. Securities and
Exchange Commission in connection with the previously announced proposed business combination with
Crown PropTech Acquisitions.
Mkango Rare Earths Limited will apply for a Nasdaq St ock Market listing, the approval of which is a
condition to the closing of the proposed business combination.
LONDON / VANCOUVER: 21 May 2026 – Mkango Resources Ltd. (AIM/TSX-V: MKA) (“Mkango”) is pleased
to announce that, on May 20, 2026, its wholly-owned subs idiary, Mkango Rare Earths Limited (formerly Lancaster
Exploration Limited), a British Virgin Islands company (“MK AR”), filed a registration statement on Form F-4 (the
“Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”). The filing was made in connection with
the previously disclosed proposed business combination (the “Proposed Business Combination”) contemplated by the
business combination agreement dated July 2, 2025 (as amended, the “Business Combination Agreement”) among
MKAR, certain other wholly-owned su bsidiaries of Mkango, and Crown PropTech Acquisitions, a Cayman Islands
exempted company (OTC: CPTKW) (“CPTK”). The Form F-4 includes a proxy statement for the meeting of CPTK
shareholders and a prospectus relating to MKAR’s common shares and warrants. The Proposed Business Combination
was initially announced on July 3, 2025.
The filing of the Form F-4 by MKAR with the SEC marks an important milestone toward the expected completion of
the Proposed Business Combination. Subject to the comp letion of the SEC review process and satisfaction of
customary closing conditions, including approval by th e shareholders of CPTK, MKAR’s common shares and
warrants are expected to be listed on the Nasdaq Stock Market under the symbols “MKAR” and “MKARW”,
respectively, upon the closing of the transaction.
The Form F-4 registration statement is available on EDGAR on the following hyperlink:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0002052373/000121390026059667/ea0271516-05.htm
The Form F-4 is also available on the SEDAR+ profile of Mkango at www.sedarplus.ca. Readers should note that
the information contained in the Form F-4 has not yet been declared effective by the SEC and is subject to completion
and/or amendment.
The Form F-4 has not been reviewed or approved by any regulatory authority in Canada or the United Kingdom,
including any securities commission in Canada, the TSX Venture Exchange, the London Stock Exchange and the
Financial Conduct Authority in the United Kingdom. The TSX Venture Exchange has neither approved nor
disapproved the contents of the Form F-4. Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Ve nture Exchange) accepts responsi bility for the adequacy or
accuracy of this release. The content of the Form F-4 ha s not been approved by an authorised person within the
meaning of the United Kingdom Financial Services and Markets Act 2000.
No offer of MKAR securities to the public is being made in Canada or the United Kingdom. The Form F-4 does not
constitute a prospectus for the purposes of the UK Public Offers and Admissions to Trading Regulations 2024 or under
any Canadian securities laws.
The Form F-4 discloses technical and scientific information and includes, as an exhibit, a technical report summary,
in each case prepared in compliance w ith applicable requirements in Subpart 1300 of Regulation S-K under U.S.
securities laws, which requirements are different from the requirements of National Instrument 43-101- Standards of
Disclosure for Mineral Projects (“NI 43-101”) under Canadian securities laws. Canadian readers are encouraged to
review the Updated Technical Report of the Songwe Hill Rare Earth Element Project in Malawi, which was prepared
in compliance with NI 43-101 and filed by Mkango on 30 April 2026, which can be located on the SEDAR+ profile
of Mkango on www.sedarplus.com.
Mkango also announces that MKAR and CPTK have entered into Amendment No. 2 to the Business Combination
Agreement, which, among other things, amends certain definitions and provisions relating to closing and pre-closing
share issuances by MKAR and to set forth the settlement of intercompany indebtedness through a debt-to-equity
exchange by Mkango and MKAR as a condition to the closing of the Proposed Business Combination. A copy of
Amendment No. 2 to the Business Combination Agreement can be located on the SEDA R+ profile of Mkango at
www.sedarplus.ca.
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 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.
Additionally, Mkango, through its 100 per cent interest in MKAR, owns the advanced stage Songwe Hill project, a
rare earths, uranium, tantalum and niobium exploration portfolio in Malawi, as well as the Pulawy separation project
in Pulawy, Poland. Both the Songwe Hill and Pulawy projects have been selected as Strategic Projects under the
European Union Critical Raw Materials Act.
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.
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 publica tion 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
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 th at a statement is not forward-looking . Forward-looking statements include,
without limitation, CPTK, Mkango, MKAR or their respective management teams’ expectations concerning the ability
of MKAR to utilize certain projection development financin g from the U.S. Development Finance Corporation (the
“DFC”) to advance its activities, the provision of additio nal funding by the DFC, the outlook for Mkango’s 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 re garding the expected benefits of the Proposed Business Combination. The
forward-looking statements are based on the current expectations of the management teams of Mkango, MKAR, and
CPTK and are inherently subject to un certainties 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 assumpti ons 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 extensio n of the business combination deadline if sought by CPTK,
MKAR or Mkango (iii) the failure to satisfy the co nditions 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 an d 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, va riations in performance across competitors, changes in
laws, regulations, technologies, natural disasters or hea lth 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 plan s, 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, (xiv)
the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland, and
geopolitical impacts on markets and tariff s, (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 ad ditional 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 risk s and uncertainties described in CPTK’s or MKAR’s filings
with the SEC from time to time, Mkango’s filings on SEDAR+, and the risks described in the Form F-4, which include
a proxy statement/prospectus. 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 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 SE C, 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 have filed the Form F-4 with the SEC,
which includes a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR with respect to the
securities to be offered in the Proposed Business Combination, and which has also been filed under Mkango’s profile
on SEDAR+. If the Form F-4 is declared effective by the SEC, the proxy st atement/prospectus will be mailed to
CPTK’s shareholders. Mkango shareholders and other interested persons should read the proxy statement/prospectus,
as well as other documents filed with the SEC and on SEDAR+, because these documents contain important
information about the Proposed Business Combination. Th e proxy statement statement/prospectus can be obtained,
without charge, on SEDAR+ at www.sedarplus.ca/landingpage and on 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 th e 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 secur ities 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 shal l 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 Office r
[email protected] will @mkango.ca
UK: +44 20 7372 2744
www.mkango.ca
@MkangoResources
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Caroline Rowe, Jen Clarke, Devik Mehta
UK: +44 20 3470 0470
Montfort Communications
Ann-marie Wilkinson, Jack Hickman
UK: +44 20 3514 0897
Alternative Resource Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: +44 20 7186 9004/5
H&P Advisory Limited
Joint Broker
Andrew Chubb, Leif Powis, Jay Ashfield
UK: +44 20 7907 8500
Cohen Capital
Strategic and Financial Adviser
Brandon Sun
USA: +1 929 432 1254
Welsbach Corporate Solutions LLC-FZ
Supply Chain Advisor and Financial and Capital Markets 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 Business Combination, 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.