REG - Mkango Resources Ltd - Filing of Registration Statement on Form F-4

Mkango ResourcesAnnouncement

21/05/2026 07:00

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RNS Number : 1746F  Mkango Resources Limited  21 May 2026

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES 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 Stock 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
subsidiary, Mkango Rare Earths Limited (formerly Lancaster Exploration
Limited), a British Virgin Islands company ("MKAR"), 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 subsidiaries 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 completion of the SEC review process and satisfaction of customary
closing conditions, including approval by the 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
(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 Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release. The content of the Form F-4 has 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
with 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 SEDAR+ 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 publication 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 that 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 financing from the U.S. Development Finance Corporation
(the "DFC") to advance its activities, the provision of additional 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 regarding 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 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 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 extension of the business combination deadline
if sought by CPTK, MKAR or Mkango (iii) the failure to satisfy the 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 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 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, variations in performance 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 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 tariffs, (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 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
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 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.

 

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 statement/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. The 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 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 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 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

 

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

mkango@montfort.london

 

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.

 

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