REG - Mkango Resources Ltd - MKAR New Investor Presentation

Mkango ResourcesAnnouncement

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RNS Number : 7895H  Mkango Resources Limited  10 June 2026

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA AND THE UNITED
KINGDOM 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 that an Investor Presentation by Mkango Rare
Earths Limited has been furnished to the SEC in Connection with Proposed
Business Combination

 

 

Key Highlights

 

·      Mkango Rare Earths Limited has furnished an investor presentation
to the U.S. Securities and Exchange Commission in connection with the
previously announced proposed business combination with Crown PropTech
Acquisitions.

 

LONDON / VANCOUVER: 10 June 2026 - Mkango Resources Ltd. (AIM/TSX-V: MKA)
("Mkango") is pleased to announce that, on 10 June  2026, its wholly-owned
subsidiary, Mkango Rare Earths Limited (formerly Lancaster Exploration
Limited), a British Virgin Islands company ("MKAR"), furnished an investor
presentation (the "Investor Presentation") to the U.S. Securities and Exchange
Commission (the "SEC") in connection with the previously disclosed proposed
business combination (the "Proposed Business Combination") contemplated by the
business combination agreement, dated 2 July 2025 (as amended, the "Business
Combination Agreement"), among MKAR, certain other wholly-owned direct and
indirect subsidiaries of Mkango, and Crown PropTech Acquisitions, a Cayman
Islands exempted company (OTC: CPTKW) ("CPTK").  The Investor Presentation
may be used by MKAR and CPTK to conduct meetings with members of the
investment community as MKAR and CPTK are contemplating a private capital
raise through the issuance of equity, equity-linked, convertible and/or debt
securities in one more private placement transactions in connection with the
Proposed Business Combination. The Investor Presentation was included as an
exhibit to a Current Report on Form 8-K filed by CPTK, and in a filing under
Rule 425 of the Securities Act of 1933, as amended, by MKAR.

 

The Investor Presentation is available on EDGAR on the following hyperlink:
https://www.sec.gov/Archives/edgar/data/1827899/000121390026067057/ea029425601ex99-1.htm
(https://www.sec.gov/Archives/edgar/data/1827899/000121390026067057/ea029425601ex99-1.htm)
.

 

The Investor Presentation will be made available on the SEDAR+ profile of
Mkango at www.sedarplus.ca (http://www.sedarplus.ca) and on Mkango's website
at www.mkango.ca (http://www.mkango.ca) later today.

The Investor Presentation 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 Investor
Presentation.  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 Investor Presentation 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 Investor Presentation 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 Investor Presentation discloses technical and scientific information
excerpted from a technical report summary that was filed as an exhibit to a
registration statement on Form F-4 with the SEC on 20 May 2026, which
technical report summary was updated in an exhibit to an amendment to the
registration statement filed with the SEC on 8 June 2026, with respect to the
Proposed Business Combination. Such technical and scientific information has
been 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.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 anticipated use of the investor
presentation by SPAC and MKAR, potential financing activities by SPAC and
MKAR, including any contemplated private placement transaction, potential
non-deal roadshows, and possible PubCo financing discussions, 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 and the proposed
private placement transactions. 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

 

 

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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