Crown PropTech sets November 25 Mkango merger vote
CPTK shareholders are scheduled to vote on November 25, while cash-redemption requests and share delivery are due by November 23.
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Rhea-AI Filing Summary
Crown PropTech Acquisitions reported that the SEC declared effective on November 4, 2026, the Form F-4 registration statement filed by Crown PropTech and Mkango Rare Earths Limited (MKAR) for their proposed business combination. Crown PropTech began mailing the definitive proxy statement/prospectus on November 5 to shareholders of record as of October 30, 2026. Its extraordinary general meeting is scheduled for November 25, 2026, at 10:00 a.m. Eastern Time.
Crown PropTech public shareholders seeking to redeem shares for cash upon completion must submit a redemption request and deliver their shares by 5:00 p.m. Eastern Time on November 23, 2026, following the procedures in the proxy statement/prospectus. Completion is subject to shareholder approval and satisfaction or waiver of other closing conditions, including approval of MKAR’s Nasdaq listing application. MKAR common shares and warrants are expected to list on Nasdaq under MKAR and MKARW at closing if those conditions are met; Nasdaq had not approved the initial listing application as of the announcement. MKAR is expected to hold the Songwe Hill rare earths project in Malawi and the proposed Pulawy separation plant in Poland.
Filing Explained
Closing requires satisfying or waiving a minimum-cash condition after redemptions; the filing says any PIPE financing may not close or may be insufficient to meet it.
8-K Event Classification
Key Figures
Key Terms
minimum cash condition financial
reimbursable funding financial
Front End Engineering and Design technical
Strategic Projects under the European Union Critical Raw Materials Act regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
As previously announced, on July 2, 2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), entered into a business combination agreement (the “Original Business Combination Agreement”) with Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (“MKAR”, and from and after the closing of the proposed Business Combination described herein, “PubCo”), and a direct, wholly owned subsidiary of Mkango Magnetic Materials Limited (formerly Mkango Resources Ltd.), a company organized under the laws of British Columbia, Canada (“Mkango”), Mkango Polska Sp. z o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Mkango (“MKA Poland”), and Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of MKAR (“Merger Sub”).
On September 2, 2026, SPAC, MKAR, MKA Poland, and Merger Sub entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), which amended and restated in its entirety the Original Business Combination Agreement, as amended on February 13, 2026, and May 20, 2026. The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Item 8.01 Other Events.
On November 5, 2026, Mkango announced that, on November 4, 2026, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the registration statement on Form F-4 (File No. 333-296089) (as amended, the “Registration Statement”) filed by MKAR and SPAC with the SEC relating to the previously announced Business Combination. The Registration Statement was originally filed on May 20, 2026.
The Registration Statement contains a proxy statement of SPAC and a prospectus of MKAR in connection with the proposed Business Combination. SPAC commenced mailing of the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) on November 5, 2026. The Registration Statement and the Proxy Statement/Prospectus provide important information about SPAC, MKAR and the Business Combination. A copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.
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Forward Looking Statements
All statements other than statements of historical facts contained in this Current Report, including statements regarding PubCo’s future financial position, results of operations, business strategy, and plans and objectives of their management team for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report include, but are not limited to, statements regarding: the mailing of the Proxy Statement/Prospectus; any PIPE financing; the holding of SPAC’s extraordinary general meeting and the approval of the proposals relating to the proposed Business Combination; the expected listing of MKAR’s common shares and warrants on the Nasdaq Stock Market; the expected timing and completion of the proposed Business Combination; and the statements in the “About Mkango Magnetic Materials Limited” section of the press release attached hereto as Exhibit 99.1 regarding the development of Songwe Hill and Pulawy, their status as Strategic Projects under the European Union Critical Raw Materials Act, the Development Funding from the U.S. International Development Finance Corporation, 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. Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of SPAC and MKAR, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s or PubCo’s securities, (ii) the risk that the proposed Business Combination may not be completed by SPAC’s business combination deadline, or at all, and the potential failure to obtain an extension of the business combination deadline if sought by SPAC or MKAR, (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement by Mkango, the shareholders of SPAC and the TSX-V, the satisfaction of the minimum cash amount following redemptions by SPAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the proposed Business Combination on SPAC’s or MKAR’s business relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may be instituted against SPAC or PubCo related to the Business Combination Agreement or the proposed Business Combination, (viii) failure to realize the anticipated benefits of the proposed Business Combination, (ix) the inability to effect and maintain the quotation of SPAC’s securities on the OTC Markets or the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability of PubCo to maintain the listing of its securities on the Nasdaq Stock Market, (x) the risk that the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which PubCo plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure, (xi) the inability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations, (xii) the risk that PubCo may not be able to successfully develop its assets, (xiii) the risk that PubCo will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xiv) the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland, and geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that PubCo could face, and (xvi) the risk that additional financing in connection with the proposed Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy the minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that SPAC or MKAR presently do not know or that they currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this Current Report and the other risks and uncertainties described in SPAC’s filings with the SEC, the risks described in the Proxy Statement/Prospectus, and those discussed and identified in filings made with the SEC by SPAC and PubCo, from time to time. SPAC and MKAR caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this Current Report speak only as of the date of this Current Report. None of SPAC or MKAR undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that SPAC or MKAR will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed Business Combination, in SPAC’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
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Additional Information and Where to Find It
In connection with the proposed Business Combination, MKAR and SPAC filed the Registration Statement with the SEC, which was declared effective by the SEC on November 4, 2026, and which includes the Proxy Statement/Prospectus. The Proxy Statement/Prospectus has been mailed to SPAC shareholders of record as of October 30, 2026, the record date established for voting on the proposed Business Combination, in connection with SPAC’s solicitation of proxies for the vote by SPAC’s shareholders in connection with the Business Combination and other matters described in the Proxy Statement/Prospectus. This communication is not a substitute for the Proxy Statement/Prospectus or any other document that SPAC has sent to its shareholders in connection with the Business Combination.
BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES TO THE BUSINESS COMBINATION. Copies of the documents, when available, may be accessed without charge at the SEC’s website at www.sec.gov and under Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ or by accessing the SEDAR+ filings through Mkango’s website at www.mkango.ca. In addition, the documents filed by SPAC may be obtained free of charge by directing a request to SPAC c/o Michael Minnick, Chief Executive Officer, 40 West 57th Street, 29th Floor, New York, NY, or by telephone at (212) 796-4796.
Participants in the Solicitation
MKAR and SPAC 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 SPAC’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 SPAC’s directors and officers in the Proxy Statement/Prospectus. To the extent the security holdings of SPAC’s directors and officers have changed since the amounts described in the Proxy Statement/Prospectus, such changes have been reflected in subsequent SEC filings. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the proposed Business Combination, and concerning the interests of MKAR’s and SPAC’s participants in the solicitation, which may, in some cases, be different from those of their respective equity holders generally, is set forth in the Proxy Statement/Prospectus and other relevant materials to be filed or furnished with the SEC in connection with the proposed Business Combination. These materials can be obtained free of charge from the sources indicated above.
If you have any questions or need assistance voting your shares in connection with the proposed Business Combination, please contact Sodali & Co., SPAC’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing CPTK.info@investor.sodali.com.
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No Offer or Solicitation
This communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated November 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN PROPTECH ACQUISITIONS | |||
| Date: November 6, 2026 | By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
MKANGO MAGNETIC MATERIALS LIMITED
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
Canada
MKANGO MAGNETIC MATERIALS LIMITED ANNOUNCES
EFFECTIVENESS OF FORM F-4
REGISTRATION STATEMENT AND MAILING OF CPTK PROXY STATEMENT/PROSPECTUS
VANCOUVER, BC AND LONDON, UK / ACCESS Newswire / November 5, 2026 / Mkango Magnetic Materials Limited (formerly Mkango Resources Ltd.) (AIM:MKA) (TSXV:MKA) (“Mkango”) announces that the registration statement on Form F-4 (as amended, the “Form F-4”) filed by its wholly-owned subsidiary, Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited) (“MKAR”), with the United States Securities and Exchange Commission (the “SEC”) was declared effective by the SEC on November 4, 2026. The Form F-4 was filed 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.
CPTK expects to commence mailing the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”), which was updated from the preliminary proxy statement/prospectus included in the Form F-4, on or about November 5, 2026 to its shareholders of record as at the close of business on October 30, 2026, which is the record date for CPTK’s extraordinary general meeting to consider and vote on the Proposed Business Combination and related proposals (the “Extraordinary General Meeting”). The Extraordinary General Meeting is scheduled to be held on November 25, 2026 at 10:00 a.m. (Eastern Time) at CPTK’s offices. CPTK public shareholders who wish to request CPTK to redeem their shares for cash upon the consummation of the Proposed Business Combination must submit the applicable request and deliver the shares by 5:00 p.m. (Eastern Time) on November 23, 2026 (two business days prior to the vote and the Extraordinary Meeting) in accordance with the procedures set out in the Proxy Statement/Prospectus.
The Proxy Statement/Prospectus filing by CPTK is available on EDGAR at the following hyperlink: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001827899/000121390026116022/ea0310952-01.htm A substantively equivalent prospectus filing by MKAR is available on EDGAR at the following hyperlink: https://www.sec.gov/Archives/edgar/data/2052373/000121390026116017/ea0271516-18.htm, is filed under Mkango’s profile on SEDAR+ at www.sedarplus.ca, and has been delivered to Mkango as sole shareholder of MKAR. Subject to approval by CPTK’s shareholders and satisfaction or waiver of the other closing conditions, including approval of MKAR’s listing application by Nasdaq, MKAR’s common shares and warrants are expected to list on Nasdaq under the symbols “MKAR” and “MKARW” on closing. Nasdaq has not yet approved MKAR’s initial listing application, and there can be no assurance that it will do so.
Alexander Lemon, President of Mkango, commented: “The SEC’s declaration of effectiveness of the Form F-4 registration statement marks a key milestone in our proposed business combination with Crown PropTech Acquisitions. With the definitive proxy statement/prospectus now being mailed to CPTK shareholders, our focus turns to completing the business combination and listing on Nasdaq of Mkango Rare Earths Limited (MKAR), which would hold the Songwe Hill rare earths project in Malawi and the proposed Pulawy rare earths separation plant in Poland.”
None of the Form F-4, the Proxy Statement/Prospectus, or MKAR’s equivalent prospectus filing (collectively, the “Filings”) has been reviewed or approved by any Canadian or United Kingdom regulatory authority, constitutes a prospectus under Canadian or United Kingdom securities laws, or constitutes an offer of securities in those jurisdictions. The content of the Filings 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 Filings has been prepared in accordance with Regulation S-K under United States securities laws, which differs from National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Canadian readers are referred to Mkango’s “NI 43-101 Updated Technical Report on the Songwe Hill Rare Earth Element Project in Malawi”, with an effective date of June 30, 2025, filed on SEDAR+ on October 26, 2026.
About Mkango Magnetic Materials Limited
Mkango is listed on the AIM and the TSX-V Stock Exchanges. Mkango’s corporate strategy is to become a market leader in the production of recycled rare earth magnets, alloys and oxides, through its interest in Maginito Limited (“Maginito”), which is owned 79.4 percent by Mkango and 20.6 per cent by CoTec Holdings Ltd (“CoTec”), and the Remloy business acquired by its wholly owned German subsidiary, to develop new sustainable sources of neodymium, praseodymium, dysprosium and terbium to supply accelerating demand from electric vehicles, wind turbines and other clean energy technologies.
Maginito holds a 100 percent interest in HyProMag Limited and a 90 percent indirect interest in HyProMag GmbH, focused on short loop rare earth magnet recycling and manufacturing in the UK and Germany, respectively, and a 100 per cent interest in Mkango Rare Earths UK Ltd (“Mkango UK”), focused on long loop rare earth magnet recycling in the UK via a chemical processing route.
Maginito and CoTec are also expanding HPMS recycling technology into the United States via the 50/50 owned HyProMag USA joint venture company.
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 currently owns 100 percent of the advanced stage Songwe Hill rare earths project in Malawi and the proposed Pulawy rare earths separation plant in Poland. On grant of the large-scale mining licence the Government of Malawi may elect to take a free 10 percent interest in the entity holding that licence. Both the Songwe and Pulawy projects have been selected as Strategic Projects under the European Union Critical Raw Materials Act, as has HyProMag GmbH. Songwe has also received Development Funding from the U.S. International Development Finance Corporation (DFC), the U.S. Government’s development finance institution, securing US$4.6 million in reimbursable funding for Front End Engineering and Design. MKAR has signed a Business Combination Agreement with CPTK, pursuant to which MKAR, which will hold the Songwe Hill and Pulawy projects, is expected to become listed on Nasdaq, subject to the satisfaction or waiver of closing conditions.
For more information, please visit www.mkangomagneticmaterials.com.
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About Crown PropTech Acquisitions
CPTK is a Cayman Islands exempted company incorporated in 2020 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 mailing of the Proxy Statement/Prospectus; any PIPE financing; the holding of the Extraordinary General Meeting and approval of the proposals relating to the Proposed Business Combination; 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 Development Funding from the U.S. International Development Finance Corporation, 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 Extraordinary General Meeting will be held as scheduled; 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; and that no event will occur giving rise to a right of termination under the Amended and Restated Business Combination Agreement dated September 2, 2026. 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 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 of MKAR’s initial listing application from Nasdaq, including as a result of the failure to obtain quotation of CPTK’s Class A ordinary shares on the OTC Markets or to meet Nasdaq’s market value and public float requirements; the failure to complete any PIPE financing, or to complete it in an amount or on terms sufficient to satisfy the minimum cash condition; 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.
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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.
There can be no assurance that Nasdaq will approve MKAR’s listing application, that any PIPE financing will be completed or as to its size or terms, or that the Proposed Business Combination will be completed.
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 Proxy Statement/Prospectus. 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 Filings, as applicable. The Form F-4 was declared effective by the SEC on November 4, 2026, and CPTK is mailing the Proxy Statement/Prospectus to its shareholders of record as of October 30, 2026. CPTK urges investors and other interested persons to read the Proxy Statement/Prospectus, as well as other documents filed with the SEC, because these documents 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 can be obtained, without charge, at www.sec.gov and MKAR’s equivalent prospectus filing can be obtained, without charge, at www.sec.gov and under Mkango’s profile on SEDAR+ at www.sedarplus.ca. In addition, the other documents filed by CPTK may be obtained free of charge at www.sec.gov or 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, and 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 equity holders generally, is set forth in the Proxy Statement/Prospectus.
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.
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For further information on Mkango, please contact:
Mkango Magnetic Materials Limited
Alexander Lemon
President
alex@mkango.ca
William Dawes
Chief Executive Officer
will@mkango.ca
UK: +44 20 7372 2744
www.mkangomagneticmaterials.com
@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 - mm@crownproptech.com
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.
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