Submission Draft Registration Statement

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.

For more information, please visit www.mkango.ca.

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