LONDON: Mkango Resources Ltd. (AIM/TSX-V: MKA) announced Thursday that its subsidiary, Lancaster Exploration Limited, soon to be renamed Mkango Rare Earths Limited, has entered into a definitive merger agreement with Crown PropTech Acquisitions (OTC: CPTKW), a special purpose acquisition company based in the Cayman Islands.
The deal, expected to close in the fourth quarter of 2025, would create a Nasdaq-listed, vertically integrated rare earths company combining Mkango’s Songwe Hill mine in Malawi and its planned Pulawy separation facility in Poland. The merged entity, to be named Mkango Rare Earths Limited, aims to strengthen supply chains in North America, Europe and Asia.
Completion of the transaction is subject to regulatory approvals, including from Nasdaq, the TSX Venture Exchange and shareholders of both companies. Mkango will retain a majority stake in the new company, with its shareholding valued at $400 million before adjustments.
“This transaction accelerates our growth and positions us as a key player in the global rare earths market,” said Alexander Lemon, president of Mkango.
Michael Minnick, CEO of Crown PropTech, said the merger would create a “vertically integrated” rare earths supplier, leveraging both mining and refining operations.
Key Projects and Funding
Songwe Hill, one of the few rare earth projects with an advanced feasibility study, is backed by the Minerals Security Partnership and designated as a Strategic Project under the European Union’s Critical Raw Materials Act. Pulawy, also an EU Strategic Project, is expected to benefit from expedited permitting.
The deal includes a $750,000 sponsor investment to cover transaction costs. Proceeds from the merger will fund development at Songwe Hill and Pulawy.
Transaction Details
- Mkango shareholders will vote on the deal and a proposed name change.
- Existing Crown PropTech warrants will convert into shares of the new company.
- The combined entity must have at least $5 million in net cash at closing.
Legal and financial advisors for the deal include Cohen & Company Capital Markets for Mkango and Jett Capital Advisors for Crown PropTech.
Additional details will be filed with the U.S. Securities and Exchange Commission and Canada’s SEDAR+.
Mkango is a mineral exploration and development company focused on rare earth elements and associated technologies.
Crown PropTech is a SPAC formed to merge with businesses in the technology and sustainability sectors.