Filing Of Amended Form F-4
Mkango Resources Limited announced that its subsidiary, Mkango Rare Earths Limited, filed an amended Form F-4 with the SEC for its business combination with Crown PropTech Acquisitions, with MKAR shares and warrants expected to list on Nasdaq under "MKAR" and "MKARW". Additionally, Crown PropTech Acquisitions and its sponsor entered into non-redemption agreements with BlackRock funds concerning 400,000 CPTK public shares, which are anticipated to retain at least US$4.8 million in CPTK's trust account and contribute significantly towards the US$5 million minimum cash condition. Mkango also entered into an Amended and Restated Business Combination Agreement, which consolidates prior amendments without changing material economic terms.
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MKANGO RESOURCES LTD. ANNOUNCES FILING OF AMENDED FORM F-4 BY MKANGO RARE EARTHS LIMITED, NON-REDEMPTION AGREEMENTS WITH FUNDS MANAGED BY BLACKROCK, AND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT
London / Vancouver: 3 September 2026 - Mkango Resources Ltd. (AIM:MKA)(TSXV:MKA) ("Mkango") announces that its wholly-owned subsidiary, Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited) ("MKAR"), filed an amendment to its registration statement on Form F-4 (the "Amended Form F-4") with the United States Securities and Exchange Commission (the "SEC") on September 3, 2026, in connection with the proposed business combination between MKAR and Crown PropTech Acquisitions (OTC: CPTKW) ("CPTK") (the "Proposed Business Combination"), initially announced on July 3, 2025. In addition, CPTK and its sponsor have entered into non-redemption agreements with certain funds and accounts managed by subsidiaries of BlackRock, Inc. in respect of 400,000 CPTK public shares, and MKAR has entered into an Amended and Restated Business Combination Agreement.
Highlights
- MKAR filed the Amended Form F-4 with the SEC on September 3, 2026. On closing, MKAR's common shares and warrants are expected to list on Nasdaq under "MKAR" and "MKARW".
- CPTK and its sponsor entered into eight non-redemption agreements with certain funds and accounts managed by subsidiaries of BlackRock, Inc. in respect of 400,000 CPTK public shares, anticipated to retain at least US$4.8 million in CPTK's trust account and to substantially contribute toward the US$5 million minimum cash condition.
- MKAR entered into an Amended and Restated Business Combination Agreement, consolidating the prior amendments to the business combination agreement dated July 2, 2025 and amending certain other terms. Material economic terms are unchanged.
Filing of the Amended Form F-4
The Amended Form F-4 comprises a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR in respect of the common shares and warrants to be issued in the Proposed Business Combination, and reflects the terms of the Amended and Restated Business Combination Agreement described below. A copy of the Amended Form F-4 is available on MKAR's profile on EDGAR www.sec.gov and will be filed later today under Mkango's profile on SEDAR+ at www.sedarplus.ca. The Amended Form F-4 has not yet been declared effective by the SEC and the information it contains is subject to completion or amendment. Subject to completion of the SEC review process and satisfaction of customary closing conditions, including approval by CPTK's shareholders, MKAR's common shares and warrants are expected to list on Nasdaq under the symbols "MKAR" and "MKARW" on closing.
Non-Redemption Agreements with Funds Managed by BlackRock
On September 2, 2026, CPTK and CIIG Management III LLC ("CIIG Management"), CPTK's sponsor, entered into eight non-redemption agreements (the "BCA Vote Non-Redemption Agreements") with certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the "Investors"), pursuant to which the Investors have agreed to hold and not redeem 400,000 CPTK public shares at the extraordinary general meeting to be held to consider the proposals relating to the Proposed Business Combination (the "Extraordinary General Meeting").
In exchange, CPTK and MKAR will modify the transfer restrictions applicable to the assigned securities to be held by the Investors, estimated to be at least 510,000 founder shares as of September 2, 2026, upon closing. The existing one-year transfer restriction (or such earlier time if the trading price exceeds US$12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination) will be replaced with a 180-day transfer restriction (or such earlier time if that price condition is met over a period commencing at least 90 days after the initial business combination). In connection with CIIG Management's obligation to offer the shortened restriction to investors who previously executed non-redemption agreements, at least an additional 1,754,161 founder shares will be eligible for such shortened restriction.
Based on the amount held in CPTK's trust account as of July 31, 2026, the anticipated per-share liquidation price for CPTK's public shares is approximately US$12.01, such that at least US$4.8 million is anticipated to be retained in the trust account. The BCA Vote Non-Redemption Agreements are not expected to increase the likelihood that the proposals relating to the Proposed Business Combination are approved, but are expected to increase the funds remaining in CPTK's trust account following the Extraordinary General Meeting and substantially contribute toward the US$5 million minimum cash condition under the Amended and Restated Business Combination Agreement.
Information in this news release concerning CPTK, its trust account, its sponsor, the founder shares and the BCA Vote Non-Redemption Agreements has been provided to Mkango by CPTK and has not been independently verified by Mkango or MKAR. Mkango is not a party to the BCA Vote Non-Redemption Agreements.
Amended and Restated Business Combination Agreement
On September 2, 2026, CPTK, MKAR, certain wholly-owned subsidiaries of Mkango and Mkango (Cayman) Limited entered into an Amended and Restated Business Combination Agreement, which amends and restates in its entirety the business combination agreement dated July 2, 2025, as amended on February 13, 2026 and May 20, 2026. It consolidates the changes effected by the prior amendments and clarifies that the Mkango BVI share reclassification is to occur following the effectuation of the share adjustment and the issuance of the consideration shares and the advisor compensation shares. The material economic terms of the Proposed Business Combination are unchanged.
CPTK, CIIG Management and MKAR also entered into Amendment No. 1 to the Sponsor Support Agreement on the same date, making conforming changes to reflect MKAR's name change, removing certain Mkango affiliates, and clarifying that only founder shares held by CIIG Management that are not subject to non-redemption agreements may be placed into escrow at closing if certain conditions are not met. The Sponsor Support Agreement will terminate at closing if available gross CPTK cash immediately prior to closing is at least US$10 million.
Copies of the Amended and Restated Business Combination Agreement and Amendment No. 1 to the Sponsor Support Agreement have been filed as exhibits to the Amended Form F-4 on MKAR's profile on EDGAR at www.sec.gov and will be filed later today under Mkango's profile on SEDAR+ at www.sedarplus.ca.
Alexander Lemon, President of Mkango, commented: "The filing of the Amended Form F-4, together with the non-redemption agreements entered into with funds managed by BlackRock and the amended and restated business combination agreement, represents a significant milestone in the process toward completion of the Proposed Business Combination and the expected listing of MKAR on Nasdaq. This progress further reinforces Mkango's position as a significant future producer within the global rare earth supply chain, underpinned by a firm commitment to sustainability amid growing industry demand."
About Mkango Resources Ltd.
Mkango is listed on the AIM market of the London Stock Exchange and on the TSX Venture Exchange (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 79.4% owned subsidiary Maginito Limited ("Maginito"), in which CoTec Holdings Corp. ("CoTec") holds a 20.6% interest, and its 100% interest in Remloy, to develop new sustainable primary sources of neodymium, praseodymium, dysprosium and terbium to supply the growing market for electric vehicles, wind turbines and other clean energy technologies.
Maginito owns 100% of HyProMag Limited and a 90% direct and indirect interest in HyProMag GmbH, both focused on short loop rare earth magnet recycling in the UK and Germany, and 100% of Mkango Rare Earths UK Ltd ("Mkango UK"), focused on long loop rare earth magnet recycling via a chemical route.
Maginito and CoTec jointly own HyProMag USA LLC, a 50/50 joint venture focused on the roll out of the recycling technology in the United States.
Mkango owns 100% of MKAR, which owns the advanced stage Songwe Hill rare earths project in Malawi and associated uranium, tantalum and niobium exploration licences, as well as the proposed Pulawy rare earths separation project in Poland. The Pulawy project is located in a Special Economic Zone adjacent to the European Union's second largest nitrogen fertilizer manufacturer and benefits from established infrastructure and on site access to reagents and utilities. Both projects have been selected as Strategic Projects under the European Union Critical Raw Materials Act.
For further information, please visit www.mkango.ca.
About Crown PropTech Acquisitions
CPTK is a Cayman Islands exempted company incorporated in 2021 as a special purpose acquisition company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For further information, visit www.crownproptech.com.
Participants in the Solicitation
Mkango Resources Ltd.
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 Caroline Rowe, Jen Clarke, Devik Mehta UK: +44 20 3470 0470
Cavendish Capital Markets Limited
Joint Broker
Neil McDonald, Pearl Kellie
UK: +44 20 7330 0500
H&P Advisory Limited
Joint Broker
Andrew Chubb, Leif Powis
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
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