Mkango Announces Annual General and Special Meeting of Shareholders
1
MKANGORESOURCESLTD.
550BurrardStreet
Suite2900
Vancouver
BCV6C0A3
Canada
MKANGO ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
London / Vancouver: May 15 2026- Mkango Resources Ltd (AIM/TSX-V: MKA) (the “Company” or “Mkango”),
announces that an annual general and special meeting (the “Meeting”) of the holders of common shares
(“Shareholders”) of the Company will be held on June 5, 2026 to approve, amongst other matters, (i)
amendments(the“ Amendments”)totheCompany’samendedandrestatedstockoptionplan,lastapprovedby
the Shareholders at the Company’s last annual meeting held on November 12, 2025 (the “Plan”), (ii) the
extension of the term of certain stock options, which were issued under the Plan to certain insiders of the
Company,from10yearsto15years,and(iii)thewaiverof oversightbytheTSXVentureExchange(the“ TSXV”)
of actions proposed to be undertaken by Mkango Rare Earths Limited (“MKAR”), a wholly-owned subsidiary of
the Company, following the completion of MKAR’s proposed merger transaction with Crown Proptech
Acquisitions and listing of the MKAR common shares on the Nasdaq Stock Market (the “Proposed MKAR
Transaction”).
Amendments to Mkango’s Stock Option Plan and Extension of Vesting Period of Certain Options
The Plan currently requires that the maximum term of the options not exceed 10 years from the date of issue.
Currently, 4,693,334 options, each with an exercise price of C$0.06, will expire on June 15, 2026 and 2,175,000
options,eachwithanexercisepriceofC$0.07,willexpireonOctober23,2026(collectively,the“ Options”).The
directors have amended the Plan to permit the Company, subject to disinterested Shareholder approval at the
MeetingandtheapprovaloftheTSX-V,toextendthetermoftheOptionsto15yearsfromthedateofissue(the
“Extension”).
If the Amendments are not approved, the holders of the Options will be required to exercise the Options or let
themlapse.
The reasons for requesting the approval of the Extension are included in the Company’s management
information circular dated May 4, 2026 (the “Circular”) mailed today to Shareholders and available on the
Company’s website at mkango.ca/investors/annual-general-meeting/ and under the Company’s profile on
SEDAR+ atwww.sedarplus.ca/home/. Shareholders are encouraged to read the Circular prior to voting on the
resolutionapprovingthenewOptionPlancontainingtheamendmentspermittingtheExtension.
If approved by Shareholders, the Extension will constitute a “related party transaction” under Multilateral
Instrument61-101– ProtectionofMinoritySecurityHoldersinSpecialTransactions( “MI 61-101”). TheExtension
will, however, be exempt from the valuation requirements in MI 61-101 under section 5.5(b) of MI 61-101.
Whilst Mkango is seeking disinterested Shareholder approval for the Extension at the Meeting, this approval is
notrequiredasaresultoftheexemptionprovidedinsection5.7(a)ofMI61-101.
2
Waiver of TSX-V Oversight over Activities of MKAR
ThewaiverofTSXVoversightoverMKAR’sfutureactivitiesposttheProposedMKARTransactionisbeingsought
on the basis that on completion of the Proposed MKAR Transaction, MKAR is expected to be listed on Nasdaq
andtobecomesubjecttoongoingregulationandoversightbyboththeU.S.SecuritiesandExchangeCommission
andNasdaq. TheCompanybelievesthatsuchregulationwillbesufficienttoprotecttheinterestsoftheCompany
anditsshareholdersvis-à-visitssubsidiaryMKARandthatadditionalregulationbytheTSXVcouldresultindelays
thatmayadverselyaffectMKAR’soperationalflexibility.AdditionalinformationinrespectoftheProposedMKAR
Transaction and the approval being sought are included in the Circular, which Shareholders are encouraged to
readbeforevotingontheresolutioninrespectofthewaiver.
About Mkango Resources Ltd.
Mkango is listed on the AIM and the TSXV. 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,windturbinesandothercleanenergytechnologies.
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
magnetrecyclingintheUKandGermany,respectively,anda100percentinterestinMkangoRareEarthsUKLtd
(“Mkango UK”),focusedonlonglooprareearthmagnetrecyclingintheUKviaachemicalroute.
Maginito and CoTec are also rolling out HPMS recycling technology into the United States via the 50/50 owned
HyProMagUSALLCjointventurecompany.
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
combination agreement (“Business Combination Agreement”) with Crown PropTech Acquisitions (“CPTK”) to
listtheSongweHillandPulawyrareearthsprojectsonNASDAQviaaSPACMergerunderthenameMkangoRare
EarthsLimited.
Formoreinformation,pleasevisit www.mkango.ca
3
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
All statements other than statements of historical facts contained in this news release, including statements
regardingMKAR’sandMkango’sfuturefinancialposition,resultsofoperations,businessstrategy,andplansand
objectives of their management team for future operations, as well as statements relating to the proposed
amendments to the Company’s stock option plan, the extension of certain stock options, the outcomes of the
Meeting, the waiver of TSXV oversight and the Proposed MKAR Transaction, are forward-looking statements.
Anystatementsthatrefertoprojections,forecastsorothercharacterizationsoffutureeventsorcircumstances,
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
eventsortrendsorthatarenotstatementsofhistoricalmatters,buttheabsenceofthesewordsdoesnotmean
thatastatementisnotforward-looking.Forward-lookingstatementsinclude,withoutlimitation,theoutlookfor
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, expected additional funding, the percentage of redemptions of CPTK’s public shareholders, growth
prospectsandoutlookofMKAR’sorMaginito’soperations,individuallyorintheaggregate,includingthefuture
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 MKAR Transaction. The forward-looking statements are based on the current
expectationsoftherespectivemanagementteamsofCPTK,MkangoandMKAR,asapplicable,andareinherently
subject to uncertainties and changes in circumstance and their potential effects. These forward ‑looking
statements are based on certain assumptions, including that required shareholder, regulatory and stock
exchange approvals will be obtained and that the Proposed MKAR Transaction will be completed as currently
contemplated. There can be no assurance that future developments will be those that have been anticipated.
Theseforward-lookingstatementsinvolveanumberofrisks,uncertaintiesorotherassumptionsthatmaycause
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
MKAR Transaction 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 MKAR Transaction may not be completed
byCPTK’sbusinesscombinationdeadline,oratall,andthepotentialfailuretoobtainanextensionofthebusiness
combination deadline if sought by CPTK, MKAR or Mkango (iii) the failure to satisfy the conditions to the
consummation of the Proposed MKAR Transaction, 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 MKAR Transaction on CPTK’s, Mkango’s or MKAR’s
businessrelationships,performance,andbusinessgenerally,(vii)theoutcomeofanylegalproceedingsthatmay
be instituted against CPTK or MKAR related to the Business Combination Agreement or the Proposed MKAR
Transaction, (viii) failure to realize the anticipated benefits of the Proposed MKAR Transaction, (ix) the inability
4
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
maybevolatileduetoavarietyoffactors,includingchangesinthehighlycompetitiveindustriesinwhichMKAR
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
environmentsaffectingitsbusiness,andchangesinthecombinedcapitalstructure,(xi)theinabilitytoimplement
business plans, forecasts, and other expectations after the completion of the Proposed MKAR Transaction,
identifyandrealizeadditionalopportunities,andmanageitsgrowthandexpandingoperations,(xii)theriskthat
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 may 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 MKAR Transaction may not be
raisedonfavorableterms,inasufficientamounttosatisfytheminimumcashamountconditiontotheBusiness
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
identifiedinfilingsmadewiththeSECbyCPTKandMKAR,fromtimetotime.Mkangocautionyouagainstplacing
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
anyotherforward-lookingstatements.Anycorrectionsorrevisionsandotherimportantassumptionsandfactors
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 MKAR Transaction, in CPTK’s or
MKAR’spublicfilingswiththeSEC,whichareorwillbe(asappropriate)accessibleatwww.sec.gov,orMkango’s
publicfilingsonSEDAR+,whichyouareadvisedtoreviewcarefully.
For further information on Mkango, please contact:
Mkango Resources Limited
WilliamDawes AlexanderLemon
ChiefExecutiveOfficer President
[email protected] [email protected]
Canada:+14034445979
www.mkango.com
@MkangoResources
Montfort Communications
Ann-marieWilkinson,JackHickman
UK:+442035140897
SP Angel Corporate Finance LLP
NominatedAdviserandJointBroker
CarolineRowe,JenClarke,DevikMehta
5
UK:+442034700470
Alternative Resource Capital
JointBroker
AlexWood,KeithDowsing
UK:+442045309160/9177
H&P Advisory Limited
JointBroker
AndrewChubb,LeifPowis,JayAshfield
UK:+442079078500
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither
theTSXVentureExchangenoritsRegulationServicesProvider(asthattermisdefinedinthepoliciesoftheTSX
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
UnitedStatesSecuritiesActof1933,asamended(the"U.S.SecuritiesAct")andmaynotbeofferedorsoldwithin
theUnitedStatesto,orfortheaccountorbenefitof,U.S.personsexceptincertaintransactionsexemptfromthe
registrationrequirementsoftheU.S.SecuritiesAct.