REG - Mkango Resources Ltd - LOI signed with Crown Proptech

Mkango ResourcesAnnouncement

08/01/2025 07:00

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RNS Number : 4839S  Mkango Resources Limited  08 January 2025

Letter of Intent signed with Crown Proptech to list Mkango's Songwe Hill and Pulawy Rare Earths Projects on NASDAQ via a SPAC Merger

London / Vancouver: January 8th, 2025 - Mkango Resources Ltd (AIM/TSX-V: MKA)
("Mkango"), pursuant to the strategic review for the Songwe Hill Rare Earth
project in Malawi ("Songwe") and the Pulawy Rare Earth Separation Plant in
Poland ("Pulawy"), is pleased to announce that Mkango's wholly owned
subsidiaries, Lancaster Exploration Limited ("Lancaster") and Mkango Polska
Sp. Z.o.o (collectively, the "Company"), have signed a non-binding letter of
intent ("LOI") for a proposed business combination transaction (the
"Transaction") with Crown PropTech Acquisitions ("CPTK"), a Cayman Islands
exempted company (OTC: CPTK).

This Transaction will create a vertically integrated global pure play rare
earths platform that is intended to result in the Class A ordinary shares of
CPTK's successor entity being listed on NASDAQ.

The listed entity will hold Mkango's rare earths project at Songwe Hill in
Malawi and a proposed separation plant in Pulawy Poland. It is expected that
Mkango will retain a majority interest in the listed entity. Mkango's interest
in the HyProMag recycling business will not be part of the Transaction.

The Company and CPTK will announce additional details regarding the
Transaction when a definitive agreement has been executed, if any (the
"Business Combination Agreement"). The parties are currently considering the
specific terms and structure of the Transaction, which are subject to due
diligence as well as business, legal, tax, accounting, regulatory, stock
exchange and other considerations. The Transaction will also be subject to
customary closing conditions, including regulatory and stockholder approvals.

Simultaneously with the execution of the Business Combination Agreement,
CPTK's sponsor will arrange $750,000 in cash proceeds of which US$500,000 will
be funded upon the execution of the Business Combination Agreement and the
remaining US$250,000 will be funded upon the initial filing of the
Registration Statement with the U.S. Securities and Exchange Commission for
the Transaction (the "Sponsor Investment"). The Sponsor Investment will cover
certain general corporate expenses of the Company.

About Mkango Resources Ltd.

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 the HyProMag recycling business and
a 90 per cent direct and indirect fully-diluted interest in HyProMag GmbH
(assuming conversion of Maginito's convertible loan to 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, 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. HyProMag is also
evaluating other jurisdictions, and recently launched a collaboration with
Envipro Technology Company Limited on rare earth magnet recycling in Japan.

Mkango owns the advanced stage Songwe Hill rare earths project, an extensive
rare earths, uranium, tantalum, niobium, rutile, nickel and cobalt exploration
portfolio in Malawi, and the Pulawy rare earths separation project in Poland.

Songwe Hill is one of the few rare earths projects to have progressed to the
Definitive Feasibility Stage, with an expected life of mine of 18 years,
producing a 55% mixed rare earth carbonate, yielding 1,953 tons per annum of
NdPr and 56 tons 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.

Mkango's mining projects in Malawi and the Pulawy rare earths separation
project in Poland are the Subject of the Transaction.

For more information, please visit www.mkango.ca (http://www.mkango.ca)

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 $ 5.7 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 (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

 

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 Transaction.

Generally, forward looking statements can be identified by the use of words
such as "plans", "expects" or "is expected", "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 the global market for rare earth metals, CPTK's
successor entity being listed on NASDAQ, the Sponsor Investment and the
potential Transaction. 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, market effects on global demand for the metals and associated
downstream products for which Mkango or the Company is exploring, researching
and developing, 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 U.S. Securities and Exchange Commission. The
forward-looking statements contained in this news release are made as of the
date of this news release. Except as required by 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, except as required by applicable law.
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.

 

For further information on Mkango, please contact:

Mkango Resources Limited, Lancaster Exploration Limited and Mkango Polska Sp.
Z.o.o

Alexander Lemon
 
William
Dawes

President
Chief Executive Officer

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

Canada: +1 403 444
5979

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

@MkangoResources

 

SP Angel Corporate Finance LLP

Nominated Adviser and Joint Broker

Jeff Keating, Caroline Rowe

UK: +44 20 3470 0470

 

Alternative Resource Capital

Joint Broker

Alex Wood

UK: +44 20 7186 9004

 

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 Transaction,
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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