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
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
will@mkango.ca
Canada: +1 403 444
5979
www.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.