Star Metro - Mkango Resources Limited Announces Filing of Amended Form F-4

CALGARY, AB / ACCESS Newswire / September 3, 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.

The Amended Form F-4 has not been reviewed or approved by any Canadian or United Kingdom regulatory authority, does not constitute a prospectus under Canadian or United Kingdom securities laws, and does not constitute an offer of securities in those jurisdictions. The content 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. Technical and scientific information in the Amended Form F-4 has been prepared in accordance with Regulation S-K under United States securities laws, which differs from Canadian National Instrument 43-101. Canadian readers are referred to Mkango's Updated Technical Report on the Songwe Hill Rare Earth Element Project in Malawi, filed on SEDAR+ on April 30, 2026.

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.

Remloy has developed a plant in Bitterfeld, Germany, which recycles end-of-life rare earth magnets via a melting process (medium loop rare earth magnet recycling) to produce neodymium-iron-boron ("NdFeB") alloy powders for the bonded and hot deformed magnet markets, complementary to HyProMag's short loop recycling process, to produce sintered magnets, and to Mkango UK's long loop recycling process, to produce mixed rare earth carbonates and oxides.

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.

Market Abuse Regulation Disclosure

This news release contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon publication of this news release via a Regulatory Information Service, such inside information will be considered to be in the public domain.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (within the meaning of those terms under applicable securities laws) with respect to Mkango, MKAR and CPTK, generally identifiable by words such as "plans", "expects", "estimates", "intends", "anticipates", "believes", "may", "could", "should", "would" or "will", or the negative connotations thereof.

Forward-looking statements in this news release include, without limitation, statements regarding: the effectiveness of the Amended Form F-4 and the timing of the SEC review process; the holding of the Extraordinary General Meeting and approval of the proposals relating to the Proposed Business Combination; performance by the Investors of their obligations under the BCA Vote Non-Redemption Agreements and the number of CPTK public shares held and not redeemed; the anticipated per-share liquidation price and the amount anticipated to be retained in CPTK's trust account; the expectation that the BCA Vote Non-Redemption Agreements will contribute substantially toward the minimum cash condition; the number of founder shares anticipated to become eligible for, and the modification upon closing of, the transfer restrictions; the termination of the Sponsor Support Agreement at closing; the expected listing of MKAR's common shares and warrants on Nasdaq; the expected timing and completion of the Proposed Business Combination; and the statements in the "About" sections regarding the development of Songwe Hill and Pulawy, their status as Strategic Projects under the European Union Critical Raw Materials Act, the expansion of rare earth magnet recycling and magnet manufacturing operations in the United Kingdom, Germany and the United States, and the Remloy plant at Bitterfeld, Germany, including the complementarity of the Remloy, HyProMag and Mkango UK recycling processes.

In making these statements, Mkango, MKAR and CPTK have applied material assumptions including: that the amount held in CPTK's trust account as at July 31, 2026, and the resulting anticipated per-share liquidation price of approximately US$12.01, are indicative of the amounts held and payable in respect of redemptions at the time of the Extraordinary General Meeting; that the Investors will perform their obligations under the BCA Vote Non-Redemption Agreements and will not redeem the 400,000 CPTK public shares subject to them; that the founder share numbers estimated as at September 2, 2026 will not differ materially at closing; that the SEC will complete its review and declare the Amended Form F-4 effective; that required shareholder, stock exchange, regulatory and other third party approvals will be obtained; that the conditions precedent to closing, including the minimum cash condition, will be satisfied or waived; that no event will occur giving rise to a right of termination under the Amended and Restated Business Combination Agreement; and that the information provided to Mkango by CPTK regarding CPTK, its trust account, its sponsor, the founder shares and the BCA Vote Non-Redemption Agreements is accurate and complete. Actual results may vary materially if these assumptions prove incorrect.

Readers are cautioned not to place undue reliance on forward-looking statements. Factors and risks that could cause actual results to differ materially include, without limitation: the failure to complete the Proposed Business Combination on the terms or within the timeframe contemplated, or at all, or by CPTK's business combination deadline, and the failure to obtain any extension of that deadline; the failure to satisfy or obtain waiver of the conditions precedent to closing, including approval by Mkango and CPTK's shareholders, satisfaction of the minimum cash condition following redemptions, and receipt of required governmental, regulatory, stock exchange, court and other third party approvals; the Amended Form F-4 not being declared effective; the failure of any party to perform its obligations under the BCA Vote Non-Redemption Agreements; the level of redemptions by CPTK's public shareholders and the cash available on closing; the inability to obtain additional financing on favourable terms, in an amount sufficient to satisfy the minimum cash condition, or at all; the exercise of termination rights under the Amended and Restated Business Combination Agreement; the failure to obtain approval for listing on Nasdaq or to maintain the quotation of CPTK's securities on the OTC Markets; volatility in the price of MKAR's securities; market risks, including the price of rare earth materials; the effect of the announcement or pendency of the Proposed Business Combination on business relationships and performance; litigation, regulatory proceedings or shareholder actions arising in connection with the Proposed Business Combination; the consequences of the Proposed Business Combination for Mkango's interests in Songwe Hill and Pulawy and for Mkango's status on AIM and the TSX-V; and the anticipated benefits of the Proposed Business Combination not being realised in whole or in part.

Further factors include: the availability of (or delays in obtaining) financing to develop Songwe Hill and Pulawy and the recycling plants being developed by Maginito in the United Kingdom, Germany and the United States; the drawdown and continued availability of the reimbursable Development Funding awarded by the U.S. International Development Finance Corporation, including changes in United States government policy or funding priorities; the retention of Strategic Project status under the European Union Critical Raw Materials Act; governmental action and other market effects on global demand and pricing for rare earths; geological, technical, permitting and regulatory matters relating to the development of Songwe Hill and Pulawy; political, fiscal, legal, taxation, currency and other risks associated with operating in Malawi, Poland, Germany, the United Kingdom and the United States, and geopolitical impacts on markets and tariffs; the ability to scale the HPMS and chemical recycling technologies to commercial scale; competition and the availability of scrap supplies and other feedstock for Maginito's and Remloy's recycling activities; the integration of Remloy into the Mkango group and the realisation of the anticipated synergies; cost overruns, operational hazards and complexities in building and operating the plants; and the results of feasibility studies being less favourable than anticipated.

The foregoing list is not exhaustive. Readers should also consider the risks described in CPTK's filings with the SEC, Mkango's filings on SEDAR+, and the Amended Form F-4. The forward-looking statements in this news release are made as of the date hereof and, except as required by applicable law, none of Mkango, MKAR or CPTK undertakes any obligation to update or revise them, or to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Important Information for Investors and Shareholders

In connection with the Proposed Business Combination, MKAR and CPTK have filed the Amended Form F-4 with the SEC, including a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR with respect to the securities to be offered in the Proposed Business Combination, a copy of which has also been filed under Mkango's profile on SEDAR+. After the Amended Form F-4 is declared effective, CPTK will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the Proposed Business Combination. CPTK urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the Proposed Business Combination. Such persons can also read CPTK's filings with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus, once available, can be obtained, without charge, at www.sec.gov and under Mkango's profile on SEDAR+ at www.sedarplus.ca. In addition, the documents filed by CPTK may be obtained free of charge by directing a request to CPTK c/o Michael Minnick, Chief Executive Officer, 40 West 57th Street, 29th Floor, New York, NY 10019, or by telephone at (212) 796-4796.

Participants in the Solicitation

MKAR and CPTK and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CPTK's shareholders in connection with the Proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CPTK's directors and officers in CPTK's SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CPTK's shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination when available. Information concerning the interests of MKAR's and CPTK's participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available.

No Offer or Solicitation

This news release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Business Combination. This news release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

For further information on Mkango, please contact:

Mkango Resources Ltd.

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

For further information on CPTK, please contact:

Crown PropTech Acquisitions
Michael Minnick, Chief Executive Officer - [email protected]
USA: (212) 796-4796 | www.crownproptech.com

Disclaimer

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 news release. The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.

This news 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 the Proposed Business Combination, 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. This news release does not constitute either advice or a recommendation regarding any securities.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: Mkango Resources Ltd.

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S.Morin--SMC