REG - Mkango Resources Ltd - Extension of Exclusivity with Crown PropTech

Mkango ResourcesAnnouncement

01/07/2025 07:00

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RNS Number : 1595P  Mkango Resources Limited  01 July 2025

Mkango Announces Extension of Exclusivity Period to 3(rd) July 2025 in
Relation to the Proposed Business Combination with Crown PropTech Acquisitions

LONDON / VANCOUVER: 1 July 2025 -- Mkango Resources Ltd (AIM/TSX-V: MKA)
("Mkango") announced today that it, its wholly owned subsidiary, Lancaster
Exploration Limited ("Lancaster") and certain other wholly-owned subsidiaries
of Mkango (together with Lancaster, "Lancaster Group"), have agreed to extend
the exclusivity period associated with a non-binding letter of intent ("LOI")
to enter into a definitive business combination agreement (the "Business
Combination Agreement") with Crown PropTech Acquisitions, a Cayman Islands
exempted company (OTC: CPTKW) ("CPTK").

The LOI, which was entered into on 7 January 2025 and amended on each of 23
March 2025, 29 April 2025, and 22 May 2025, contained an exclusivity provision
through 30 June 2025, during which time Lancaster Group and CPTK agreed they
would not engage in discussions or negotiations with any third party regarding
alternative transactions to the proposed merger contemplated by the Business
Combination Agreement (the "Proposed Business Combination"). Pursuant to the
latest LOI amendment, dated 30 June 2025, Lancaster Group and CPTK extended
the exclusivity provision through 3 July 2025 (the "Exclusivity Expiration
Date") in order to provide additional time for the parties to complete
negotiation of certain documents ancillary to the Business Combination
Agreement.

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 and manufacturing 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.

 

Commissioning of the short loop rare earth magnet recycling and manufacturing
plant at Tyseley Energy Park in Birmingham, UK, is underway. Mkango will
provide a further update to the market in due course.

 

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 ("Songwe
Hill"), as well as the Pulawy Rare Earth's separation project in Poland
("Pulawy").  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.

 

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 (https://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 $5.6
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.

 

Additional Information and Where to Find It

 

If a definitive agreement is entered into in connection with the Proposed
Business Combination, 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 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 (http://www.sec.gov) .

 

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, Lancaster
Group, CPTK, their businesses and the Proposed Business Combination.
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, and the Proposed Business
Combination. 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 assumptions, 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
the foregoing, whether the Business Combination Agreement will be executed,
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 United States as well as
Pulawy, 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 Lancaster is exploring, researching and developing, 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, 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 Lancaster 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 Lancaster undertakes no obligation to comment on the expectations of, or
statements made by, third parties in respect of the matters discussed above.

 

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 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 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 Proposed Business Combination when
it becomes available.

 

 

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 Proposed
Business Combination. 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 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

alex@mkango.ca
will@mkango.ca (mailto:will@mkango.ca)

 

UK: +44 20 7372 2744

www.mkango.com (https://www.mkango.com/)

@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 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

 

For further information on CPTK, please contact:

Crown PropTech Acquisitions

Michael Minnick

Chief Executive Officer

mm@crownproptech.com

https://www.crownproptech.com

 

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.

 

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