REG - Mkango Resources Ltd - MKA & CPTK Announce Business Combination Agreement

Mkango ResourcesAnnouncement

03/07/2025 07:00

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RNS Number : 5922P  Mkango Resources Limited  03 July 2025

Mkango and Crown PropTech Acquisitions Announce Business Combination Agreement
to Create Geographically Strategic Pure-Play Global Rare Earth Platform Owning
Songwe Hill and Pulawy Projects

·    Lancaster Exploration Limited (expected to be renamed Mkango Rare
Earths Limited), owner of Mkango's Songwe Hill Rare Earths Project in Malawi
("Songwe Hill") and the Pulawy Rare Earth Separation Project ("Pulawy") in
Poland, both designated as strategic projects under the EU Critical Raw
Materials Act, will apply for listing on Nasdaq with an aim to become a
publicly traded company under the name Mkango Rare Earths Limited ("MKAR") if
the Business Combination closes. Songwe Hill is also supported by the Minerals
Security Partnership.

·    Songwe Hill and Pulawy together comprise a vertically integrated,
pure-play global rare earth platform, with the goal to provide a mined,
refined and separated supply of rare earth oxides to supply chains across
North America, Europe and Asia.

·    Songwe Hill is one of the very few rare earth projects globally to
have advanced to a NI 43-101 compliant Definitive Feasibility Study ("DFS")
stage (citation below), with a full Environmental, Social, Health Impact
Assessment ("ESHIA") also completed in compliance with IFC Performance
Standards.

·    The pro forma value of Mkango's shareholding in the MKAR Group
(excluding its current recycling businesses) pursuant to the Business
Combination Agreement is US$400 million prior to transaction expenses and
excluding any net proceeds from a PIPE financing and any amounts available
from CPTK's trust account.

·    Transaction proceeds will support Mkango Rare Earths Limited's
strategic growth plan, which includes development of Songwe Hill and Pulawy.

LONDON / VANCOUVER: 3 July 2025 -- Mkango Resources Ltd (AIM/TSX-V: MKA)
("Mkango") is pleased to announce that its wholly owned subsidiary, Lancaster
Exploration Limited ("MKAR," to be renamed Mkango Rare Earths Limited) and
certain other wholly-owned subsidiaries of Mkango (together with MKAR, "MKAR
Group") have entered into a definitive business combination agreement dated
July 2, 2025 (the "Business Combination Agreement") with Crown PropTech
Acquisitions, a Cayman Islands exempted company (OTC: CPTKW) ("CPTK").

The proposed merger and the other transactions contemplated by the Business
Combination Agreement (the "Proposed Business Combination") would create a
publicly traded, vertically integrated, global pure‑play rare earths
platform, comprised of Songwe Hill and Pulawy under the name "Mkango Rare
Earths Limited," and its ordinary shares are expected to trade on Nasdaq.

Completion of the Proposed Business Combination is subject to a number of
conditions, including but not limited to, the approval of a Nasdaq listing
application, approval by Mkango as shareholder of MKAR, approval by the
shareholders of CPTK, approval by the TSX Venture Exchange ("TSX-V"), and the
satisfaction or waiver of other closing conditions. There can be no assurance
that the Proposed Business Combination will be completed as proposed or at
all.

Mkango's interest in its recycling businesses is not contemplated as part of
the Proposed Business Combination.   It is expected that a meeting of
Mkango's shareholders will be called to approve both the transaction and a
name change for Mkango, to be effective on completion of the Proposed Business
Combination.

The pro forma value of Mkango's shareholding in the MKAR Group pursuant to the
Business Combination Agreement is US$400 million prior to any reduction for
transaction expenses including any repayment of the BCA Note and F-4 Note
described below and does not include any net proceeds from a PIPE financing
and any amounts available from CPTK's trust account. Mkango is expected to
retain a significant majority equity interest in MKAR, with final ownership
determined at closing based on any conversion of the BCA Note and F-4 Note,
the amount of SPAC redemptions, any securities issued pursuant to a private
placement financing ("PIPE Financing") and other closing adjustments.

Alexander Lemon, President of Mkango, commented: "We are excited to announce
the signing of a transformative Business Combination Agreement with CPTK,
which I believe marks a pivotal step towards unlocking substantial shareholder
value. This transaction is expected to significantly accelerate the growth
trajectory of the Mkango group and position us as a key player in the global
rare earth supply chain, with a strong emphasis on sustainability and critical
industry demand. Partnering with CPTK, an organization that shares our
strategic vision and values, enhances our platform for scalable growth and
innovation. As we move towards a Nasdaq listing, we believe this combination
will catalyse new opportunities, broaden our investor base, and drive
long-term value creation."

Michael Minnick, CEO of CPTK, added: "We are excited to continue progressing
this transaction forward. Based on the significant milestones achieved to
date, we believe MKAR is uniquely-positioned to become an important provider
of not only rare earth carbonates via its mining site in Malawi, Africa, but
also a provider of rare earth oxides through its planned separation facility
in Pulawy, Poland. This vertically integrated approach, we believe, will
distinguish MKAR."

Pursuant to a previously announced note purchase agreement between MKAR, one
of CPTK's sponsors, and an affiliate of another sponsor of CPTK, US$500,000
was funded upon the execution of the Business Combination Agreement in
exchange for a convertible promissory note (the "BCA Note"), with an
additional US$250,000 to be funded (collectively with the US$500,000
investment, the "Sponsor Investment") upon the initial public filing of a
registration statement on Form F-4 with the U.S. Securities and Exchange
Commission (the "SEC") for the Proposed Business Combination in exchange for a
convertible promissory note (the "F-4 Note"). The TSX-V has conditionally
accepted the BCA Note issuance, subject to satisfaction of customary closing
conditions. The Sponsor Investment will cover certain of MKAR Group's general
corporate expenses related to the Proposed Business Combination.

MKAR's goal with Songwe Hill and Pulawy is to provide a mined, refined and
separated sustainable supply of rare earth oxides to supply chains across
North America, Europe and Asian markets. Songwe Hill is a Minerals Security
Partnership supported project, and both Songwe Hill and Pulawy have been
recently designated as Strategic Projects under the European Union Critical
Raw Materials Act ("CRMA"), as both have been assessed by the EU to be highly
important to the EU's supply security of strategic raw materials and possess
viable technical feasibility within reasonable timeframes. Accordingly, both
are expected to benefit from coordinated support from the EU Member States and
financial institutions, in particular, in terms of access to financing and
connections with future off-takers.

Songwe Hill is one of the very few rare earth projects globally to have
advanced to the NI 43-101 compliant DFS stage, with an approved ESHIA also
completed in compliance with IFC Performance Standards. A mining development
agreement was signed with the Government of Malawi in July 2024.

Pulawy is expected to be underpinned by the sustainable supply of a purified
rare earth carbonate from Songwe Hill and is also expected to process rare
earths from other sources. As an EU-based project, Pulawy is expected to
provide cross-border benefits, including for downstream sectors. The project
is also expected to benefit from expedited permitting processes as a Strategic
Project under the CRMA. Poland, as an EU Member State Government, is
responsible for ensuring that Pulawy obtains relevant permits within the
CRMA's timelines, which provide that permitting processes will not exceed 15
months for processing/refining projects.

Proposed Business Combination Overview

The Proposed Business Combination implies a pro forma valuation of Mkango's
shareholding in MKAR of US$400 million, excluding the effects of MKAR's
indebtedness, closing cash, and transaction expenses (the "BCA Valuation") and
any net proceeds from a PIPE financing and amounts remaining in CPTK's trust
account.

 

Pursuant to the Business Combination Agreement, MKAR is obligated to effect a
share split that is expected to result, based on current assumptions, all of
which are subject to change, in Mkango holding approximately 40,000,000
outstanding ordinary shares of MKAR at the closing of the Proposed Business
Combination, calculated using the BCA Valuation at an implied value of US$10
per share, with CPTK's initial shareholders expected to hold 6,900,000
ordinary shares of MKAR. Additionally, the principal and accrued and unpaid
interest of the convertible promissory notes issued pursuant to the Sponsor
Investment, which includes the BCA Note issuance, will convert immediately
prior to the consummation of the Proposed Business Combination (the "Standard
Conversion") into twice the number of ordinary shares of MKAR to which such
dollar amount would equate based on the implied dollar value of Company shares
in the Proposed Business Combination (the "Proposed BCA Valuation"), which
shares would be held by one of CPTK's sponsors and the affiliate of another
CPTK sponsor. Alternatively, if CPTK satisfies certain cash thresholds at the
time of the Proposed Business Combination, the noteholders may opt to have any
portion of such principal and interest repaid in cash as well as convert into
half the number of shares to which such dollar amount would equate based on
the Proposed BCA Valuation, with the balance of the promissory notes, if any,
converting pursuant to the Standard Conversion. In addition, ordinary shares
of MKAR may be issued pursuant to a PIPE Financing, if any, at the closing of
the Proposed Business Combination.

 

Additionally, outstanding warrants of CPTK, which include approximately 9.2
million public warrants and 5.0 million private placement warrants, will
become exercisable for ordinary shares of MKAR (such warrants, the "Warrants")
pursuant to the CPTK Warrant Agreement which will be assigned and assumed by
MKAR as a condition to the closing of the Proposed Business Combination. The
public warrants will contain the same general terms and conditions of the CPTK
warrants, including a five-year term, a cash exercise price of US$11.50 per
share, subject to adjustment, and are  redeemable for $0.01 per warrant upon
30 days' notice if the closing price of the underlying shares equals or
exceeds $18.00 per share for any 20 trading days within a 30-trading day
period ending three business days before the redemption notice is sent to the
warrant holders. The private warrants are identical to the public warrants
except they are not redeemable and have a cashless exercise feature.

 

The applicable boards of directors of MKAR Group and CPTK have unanimously
approved the Proposed Business Combination, which is expected to be completed
in the fourth quarter of 2025, subject to, among other things, the approval of
a Nasdaq listing application, approval by Mkango as shareholder of MKAR,
approval by the shareholders of CPTK, approval by the TSX-V, and satisfaction
or waiver of the other conditions set forth in the Business Combination
Agreement. MKAR is not obligated to close the Proposed Business Combination
if, pursuant to the Business Combination Agreement, CPTK's available net cash,
including new funds raised from investors and following redemptions by CPTK's
public shareholders, would be less than US$5,000,000 at closing.

 

Pursuant to a Shareholder Support Agreement executed concurrently with the
Business Combination Agreement (the "Shareholder Support Agreement"), Mkango
agreed to vote in favor of the Proposed Business Combination and take actions
to support its consummation. The Shareholder Support Agreement also restricts
the transfer of Mkango's shares of MKAR and prohibits the initiation of any
claims that could delay or impede the Proposed Business Combination. Pursuant
to a Sponsor Support Agreement executed concurrently with the Business
Combination Agreement (the "Sponsor Support Agreement"), CPTK's sponsor and
certain other investors in CPTK have agreed to vote in favor of the Proposed
Business Combination and take actions to support its consummation. The Sponsor
Support Agreement also restricts the transfer of the parties' shares of CPTK,
includes provisions for escrow and potential earnout of a portion of the
shares of MKAR to be obtained by CPTK's sponsor, and contains waivers of
certain rights and claims related to the Proposed Business Combination.

 

Net proceeds from the Proposed Business Combination are expected to support
MKAR Group's strategic growth plan, which includes development of Songwe Hill
and Pulawy.

Additional information about the Proposed Business Combination, including a
copy of the Business Combination Agreement, will be provided in a Current
Report on Form 8-K to be filed by CPTK with the SEC and available at
www.sec.gov.  Mkango will also be filing a material change report attaching a
copy of the Form 8-K and the exhibits thereto (the "MCR"), as well as executed
copies of the Business Combination Agreement, the Shareholder Support
Agreement and the Sponsor Support Agreement under Mkango's profile on SEDAR+
at  www.sedarplus.ca/landingpage.  Shareholders of Mkango are encouraged to
review the MCR and its attachments in full for additional information
regarding the Proposed Business Combination.

 

Advisors

 

Cohen & Company Capital Markets ("CCM"), a division of J.V.B. Financial
Group LLC is acting as the exclusive financial advisor and lead capital
markets advisor to MKAR.

 

Welsbach Corporate Solutions LLC-FZ ("Welsbach") is acting as Supply Chain
Advisor to MKAR.

 

Jett Capital Advisors, LLC is acting as exclusive financial advisor and lead
capital markets advisor to CPTK.

 

Greenberg Traurig, LLP is serving as legal counsel to MKAR and Fasken
Martineau LLP is serving as legal counsel to Mkango.

 

Orrick, Herrington & Sutcliffe LLP is serving as U.S. legal counsel to
CPTK.

 

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 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.

 

Mkango also owns the advanced stage Songwe Hill Rare Earth project, a rare
earths, uranium, tantalum and niobium exploration portfolio in Malawi, as well
as the Pulawy Rare Earth's separation project in Poland.  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.  The DFS is dated August 18, 2022 with an effective
date of July 1, 2022 and entitled "NI 43-101 Technical Report on the Songwe
Hill Rare Earth Element Project in Malawi".  It was prepared by Senet, a DRA
Global Group Company, and can be located under Mkango's profile on SEDAR+ at
www.sedarplus.ca/landingpage.

 

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 $5.67
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.

 

Cautionary Statement Regarding Forward-Looking Statements

 

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.

 

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 outlook for their 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 respective management teams of CPTK, Mkango and MKAR, as
applicable, 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) political and social risks of operating in
Malawi or Poland, (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 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
identified in filings made with the SEC by CPTK and MKAR, from time to time.
CPTK, 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 will
prepare a registration statement on Form F-4, including a proxy
statement/prospectus, to be filed with the SEC, a copy of which will also be
filed under Mkango's profile on SEDAR+. 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.

 

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.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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