RE: Bail.14 May 2026 22:31
Its happening folks! RNS tomorrow.
PART 1 OF 2
APPROVAL OF WAIVER OF TSXV REVIEW RELATING TO MKANGO RARE EARTHS LIMITED
General
As disclosed by the Corporation in its press releases dated July 3, 2025 and February 16, 2026, the Corporation’s wholly-owned subsidiary, Mkango Rare Earths Limited (“MKAR”), entered into a business combination agreement on July 2, 2025, as amended on February 13, 2026 (the “BCA”) with, amongst others, Crown Proptech Acquisitions (“CPTK”). Pursuant to the BCA, MKAR proposes to merge with CPTK to create a publicly traded, vertically
integrated global play rare earths platform, comprised of the Corporation’s Songwe Hill Rare Earths Project in Malawi and the proposed Pulawy Rare Earth Separation Plant in Poland. Upon closing of the transaction contemplated under the BCA (the “Transaction”), the common shares of MKAR are expected to trade on the Nasdaq Stock Market (“Nasdaq”). Shareholders are encouraged to review the BCA and its amendments, copies of which can be located on
the Corporation’s profile at www.sedarplus.ca.
Before the date of the Shareholder Meeting, MKAR expects to publicly file a registration statement on Form F-4 (the “F-4”) with the U.S. Securities and Exchange Commission (the “SEC”). The F-4, if declared effective by the SEC, will serve as a proxy statement in connection with the contemplated vote to approve the Transaction by CPTK’s shareholders, as well as a prospectus in connection with the contemplated issuance of MKAR’s common shares and
warrants to CPTK’s shareholders and other stakeholders at the closing of the Transaction. In parallel, MKAR is expected to apply for a listing of its common shares and warrants on Nasdaq, the approval of which, if granted, is expected to occur immediately prior to the closing of the Transaction. The Nasdaq listing, if obtained, would facilitate MKAR’s ability to raise additional capital from the U.S. public markets. The Corporation expects to file a copy of the
F-4 under its profile on www.sedarplus.ca shortly after the F-4 is publicly filed with the SEC. Shareholders are encouraged to review the F-4, once filed, to learn more about the Transaction.
The F-4 is expected to include disclosure of certain contemplated aspects of MKAR and potential shareholding interest of the Corporation in MKAR, in each case as of immediately after completion of the Transaction. Assuming funds privately raised by CPTK and MKAR from third-party investors in connection with the Transaction amount to US$23 million, of which no guarantee can be made, the Corporation expects its shareholdings in MKAR to range from
approximately 79% to 80%, depending on the quantum of redemptions of CPTK’s public shares by existing CPTK shareholders in connection with the Transaction.