REG - Mkango Resources Ltd - Submission Draft Registration Statement

Mkango ResourcesAnnouncement

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RNS Number : 0329T  Mkango Resources Limited  16 February 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 Confidential Submission of Draft
Registration Statement by Mkango Rare Earths Limited on Form F-4 in Connection
with Proposed Business Combination

 

Key Highlights

 

·      Mkango Rare Earths Limited has confidentially submitted a draft
registration statement on Form F‑4 to the U.S. Securities and Exchange
Commission in connection with the previously announced proposed business
combination with Crown PropTech Acquisitions.

·      The implied pro forma valuation of Mkango Resources Ltd.'s
shareholding in Mkango Rare Earths Limited is US$400 million, excluding the
effects of Mkango Rare Earths Limited's indebtedness, closing cash,
transaction expenses, certain investments from Crown PropTech Acquisition's
sponsor and affiliate, any net proceeds from a PIPE financing, and amounts
remaining in Crown PropTech Acquisition's trust account.

·      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.

·      Crown PropTech Acquisitions Sponsor funding under the previously
announced Note Purchase Agreement with Mkango Rare Earths Limited increased by
an additional US$250,000 upon the confidential submission, bringing total
sponsor investment to US$750,000 through issuances of convertible promissory
notes, which will convert into shares of Mkango Rare Earths Limited
immediately prior to the closing of the business combination.

·      Immediately prior to the confidential submission, the Business
Combination Agreement was amended to align the parties thereto with a
contemplated pre-closing reorganization of certain subsidiaries of Mkango
Resources Ltd. and to extend the date after which the parties would obtain
termination rights under the Business Combination Agreement.

 

LONDON / VANCOUVER: 16 February 2026 -- Mkango Resources Ltd. (AIM/TSX-V: MKA)
("Mkango") is pleased to announce that on February 13, 2026, its wholly-owned
subsidiary, Mkango Rare Earths Limited ("MKAR"), has submitted, on a
confidential basis, a draft registration statement on Form F-4 (the
"Confidential Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"). The Confidential Registration Statement relates to the
business combination previously announced on July 3, 2025 (the "Proposed
Business Combination"), which is expected to be consummated pursuant to the
Business Combination Agreement, dated as of July 2, 2025 and as amended on
February 13, 2026, among MKAR, Crown PropTech Acquisitions, a Cayman Islands
exempted company (OTC: CPTKW) ("CPTK"), Mkango Polska sp. z.o.o., a
wholly-owned subsidiary of Mkango ("Mkango Polska"), and the other parties
thereto (the "Business Combination Agreement"). The Confidential Registration
Statement contains a proxy statement for the meeting of CPTK shareholders and
prospectus for common shares and warrants of MKAR. At the completion of the
Proposed Business Combination, CPTK will become a wholly-owned subsidiary of
MKAR.

 

The submission of the Confidential Registration Statement by MKAR to the SEC
marks an important milestone toward the completion of the Proposed Business
Combination, which would create a publicly traded, vertically integrated,
global pure‑play rare earths platform, with its common shares and warrants
expected to trade on the Nasdaq Stock Market under the symbols "MKAR" and
"MKARW", respectively. The Confidential Registration Statement is not
available publicly on any website at the moment.  Following an SEC review
period for the Confidential Registration Statement and incorporation of any
requested changes, as is customary for U.S. registration statements, it is
expected that an updated publicly filed registration statement will be made
available by CPTK and MKAR on EDGAR and under Mkango's profile on SEDAR+ at
www.sedarplus.ca/landingpage.

 

Alexander Lemon, President of Mkango, commented: "This filing marks a
significant step towards finalising the Nasdaq listing for MKAR, which will
further strengthen the Mkango group as a key player in the global rare earth
supply chain, with a strong emphasis on sustainability and critical industry
demand."

 

Immediately prior to the confidential submission to the SEC of the
Confidential Registration Statement, MKAR and CPTK executed an amendment to
the Business Combination Agreement (the "BCA Amendment") to, among other
things, reflect that only Mkango, MKAR, and Mkango Polska would be party to a
pre-closing internal corporate reorganization (the "Reorganization") and that
only MKAR, Mkango Polska, a merger subsidiary and CPTK would be party to the
Business Combination Agreement. After giving effect to the Reorganization,
MKAR and Mkango Polska will together own all of the assets and operations
associated with the rare earth project at Songwe Hill in Malawi and the
proposed separation plant to be constructed in Pulawy, Poland. The BCA
Amendment also extends the contractual deadline for completing the Proposed
Business Combination, after which either party may elect to terminate the
Business Combination Agreement if the transaction has not yet closed, subject
to certain limitations. Accordingly, the deadline is extended from March 11,
2026 to September 30, 2026, with an automatic extension to December 31, 2026
if the SEC has not declared the registration statement effective by August 14,
2026. This extension is distinct from CPTK's separate upcoming proposal to
amend its corporate charter to extend the March 11, 2026 date by which it must
consummate a business combination or liquidate, which proposal must be
approved by CPTK's shareholders.

 

Additionally, as previously announced on July 3, 2025, pursuant to a note
purchase agreement (the "NPA") among MKAR, one of CPTK's sponsors, and an
affiliate of another sponsor of CPTK, US$500,000 was invested in MKAR by such
sponsor affiliate upon the execution of the Business Combination Agreement in
exchange for MKAR's issuance of a convertible promissory note (the "BCA
Note"). On February 13, 2026, a further US$250,000 was funded by CPTK's
sponsor pursuant to the NPA upon the confidential submission of the
Confidential Registration Statement in exchange for MKAR's issuance of a
convertible promissory note (the "F-4 Note," and together with the BCA Note,
the "Notes," and the aggregate investment pursuant to the NPA, the "Sponsor
Investment"). The Notes will accrue interest at a rate of 12% per annum, 9% of
which will be paid in kind, subject to conditional approval of the TSX Venture
Exchange ("TSX-V"), such that the Notes' principal amounts will be increased
by the amount of such interest payments semi-annually, and 3% of which will be
paid in cash semi-annually. The maturity date of the Notes is one year after
their respective issuances. The TSX-V conditionally accepted the F-4 Note
issuance, subject to satisfaction of customary closing conditions. The
principal and accrued and unpaid interest of the convertible promissory notes
issued pursuant to the Sponsor Investment will, subject to TSX-V approval in
respect of the interest, convert immediately prior to the consummation of the
Proposed Business Combination (the "Standard Conversion") into twice the
number of common shares of MKAR to which such dollar amount would otherwise
equate pursuant to the Business Combination Agreement, 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 otherwise equate pursuant
to the Business Combination Agreement, with the balance of the promissory
notes, if any, converting pursuant to the Standard Conversion. The funds
provided pursuant to the Sponsor Investment will cover certain of MKAR's
general corporate expenses related to the Proposed Business Combination.

 

As previously announced on July 3, 2025, the Proposed Business Combination
implies a pro forma valuation of Mkango's shareholding in MKAR of US$400
million (the "Equity Value"), excluding the effects of MKAR's indebtedness,
closing cash, transaction expenses, the Sponsor Investment, 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 (1) Mkango holding approximately 37.6 million
outstanding common shares of MKAR at the closing of the Proposed Business
Combination, which represents a significant majority interest in MKAR, and
which is calculated using an implied value of US$10 per share together with
the Equity Value as adjusted based on current assumptions regarding
outstanding debt and cash at closing, and (2) CPTK's initial shareholders
holding approximately 7.1 million common shares of MKAR, including those
issued pursuant to the NPA in connection with the Sponsor Investment. In
addition, common shares of MKAR may be issued pursuant to a PIPE Financing, if
any, at the closing of the Proposed Business Combination. MKAR currently owes
debt of approximately $22.5 million to Mkango, which if converted to common
shares of MKAR would equate to an approximate 2.25 million additional common
shares of MKAR held by Mkango post-closing of the Proposed Business
Combination (for a total of approximately 39.8 million common shares of MKAR
based on current assumptions relating to other debt and cash of MKAR). No
decision on this conversion has been made at this time.

 

The Proposed Business Combination is expected to close in the second quarter
of 2026, subject to, among other things, the approval of a Nasdaq listing
application, approval by Mkango as sole shareholder of MKAR, approval by the
shareholders of CPTK, and the satisfaction or waiver of other closing
conditions set forth in the Business Combination Agreement. The TSX-V has
conditionally approved the Proposed Business Combination, subject to
satisfaction of certain conditions. There can be no assurance that the
Proposed Business Combination will be completed as proposed or at all. 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 in any PIPE financing and following redemptions by
CPTK's public shareholders, would be less than US$5,000,000 at closing.

 

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

 

A copy of the Business Combination Agreement was attached to a material change
report (an "MCR") filed by Mkango on July 3, 2025 under Mkango's profile on
SEDAR+ at www.sedarplus.ca/landingpage. A copy of the BCA Amendment will be
available under Mkango's profile on SEDAR+ at www.sedarplus.ca/landingpage.

 

Advisors

 

Cohen & Company Capital Markets ("CCM"), a division of Cohen & Company
Securities, LLC is acting as the lead financial and capital markets advisor to
MKAR.

 

Welsbach Corporate Solutions LLC-FZ ("Welsbach") is acting as Supply Chain
Advisor and financial and capital markets 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.

 

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

 

Fasken Martineau LLP is serving as Canadian legal counsel to Mkango.

 

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 to be described in a registration statement on Form F-4, which
will 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
prepared the Confidential Registration Statement, including 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, which was
confidentially submitted to the SEC and which will be publicly filed with the
SEC in due course, at which time a copy of such filing will also be filed
under Mkango's profile on SEDAR+. The proxy statement/prospectus will be
mailed to CPTK's shareholders. Mkango shareholders and other interested
persons should read, when available, the proxy statement/prospectus, as well
as other documents filed with the SEC and on SEDAR+, because these documents
will contain important information about the Proposed Business Combination.
The proxy statement statement/prospectus, once available, 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

Jeff Keating, Jen Clarke, Devik Mehta

UK: +44 20 3470 0470

 

Montfort Communications

Nick Miles, 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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