Filing of an Amended Registration Statement - F-4
Mkango Resources Limited announced that its subsidiary, Mkango Rare Earths Limited, has filed an amended registration statement on Form F-4 with the U.S. Securities and Exchange Commission in connection with its proposed business combination with Crown PropTech Acquisitions. This filing is a significant step towards the transaction's completion, which is contingent on SEC review and shareholder approval. Upon closing, Mkango Rare Earths Limited's common shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols "MKAR" and "MKARW," respectively.
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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 Filing of an Amended Registration Statement by Mkango Rare Earths Limited on Form F-4 in Connection with Proposed Business Combination
Key Highlights
- Mkango Rare Earths Limited has filed an amended registration statement on Form F‑4 with the U.S. Securities and Exchange Commission in connection with the previously announced proposed business combination with Crown PropTech Acquisitions.
- Mkango Rare Earths Limited has applied for a Nasdaq Stock Market listing, the approval of which is a condition to the closing of the proposed business combination.
LONDON / VANCOUVER: 9 June 2026 - Mkango Resources Ltd. (AIM/TSX-V: MKA) ("Mkango") is pleased to announce that, on June 8, 2026, its wholly-owned subsidiary, Mkango Rare Earths Limited (formerly Lancaster Exploration Limited), a British Virgin Islands company ("MKAR"), filed an amended registration statement on Form F‑4 (the "Amended Form F‑4") with the U.S. Securities and Exchange Commission (the "SEC"). The filing was made in connection with the previously disclosed proposed business combination (the "Proposed Business Combination") contemplated by the business combination agreement, dated July 2, 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 Amended Form F‑4 includes a preliminary proxy statement for the meeting of CPTK shareholders and a preliminary prospectus relating to MKAR's common shares and warrants. The Proposed Business Combination was initially announced on July 3, 2025.
The filing of the Amended Form F-4 by MKAR with the SEC marks an important milestone toward the expected completion of the Proposed Business Combination. Subject to the completion of the SEC review process and satisfaction of customary closing conditions, including approval by the shareholders of CPTK, MKAR's common shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols "MKAR" and "MKARW", respectively, upon the closing of the transaction.
The Amended Form F-4 is available on EDGAR on the following hyperlink: https://www.sec.gov/ix?doc=/Archives/edgar/data/2052373/000121390026066389/ea0271516-07.htm.
The Amended Form F-4 is also available on the SEDAR+ profile of Mkango at www.sedarplus.ca. Readers should note that the information contained in the Amended Form F-4 has not yet been declared effective by the SEC and is subject to completion and/or amendment.
The Amended Form F-4 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 Amended Form F-4. 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 contents of the Amended Form F-4 has not been approved by an authorised person within the meaning of the United Kingdom Financial Services and Markets Act 2000.
The Amended Form F-4 discloses technical and scientific information and includes, as an exhibit, a technical report summary, in each case 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.com.
About Mkango Resources Ltd.
For more information, please visit www.mkango.ca.
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