Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i)     duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii)    duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii)   directors should not improperly fetter the exercise of future discretion;

(iv)   duty to exercise powers fairly as between different sections of shareholders;

(v)    duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi)   duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Sixth Amended and Restated Memorandum and Articles of Association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our Sixth Amended and Restated Memorandum and Articles of Association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Below is a table summarizing the other entities to which our officers and directors currently have fiduciary duties.

There are also other potential conflicts of interest:

•        CPTK’s officers and directors are not required to, and will not, commit their full time to CPTK’s affairs, which may result in a conflict of interest in allocating their time between CPTK’s operations and CPTK’s search for a business combination and their other businesses. CPTK currently does not have and does not intend to have any full-time employees prior to the completion of an initial business combination. Each of CPTK’s officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and CPTK’s officers are not obligated to contribute any specific number of hours per week to CPTK’s affairs.

•        Co-Sponsor purchased Class B Ordinary Shares prior to the date of CPTK’s initial public offering and purchased Private Warrants in a transaction that closed simultaneously with the closing of CPTK’s initial public offering. In February 2021, Co-Sponsor transferred 690,000 Class B Ordinary Shares to the Anchor Investor and transferred 50,000 Class B Ordinary Shares to each of CPTK’s four independent directors prior to CPTK’s initial public offering. In January 2023 Co-Sponsor sold 5,662,000 Class B Ordinary Shares and 250,667 Private Warrants to Sponsor. The sponsors, officers, and directors have entered into a letter agreement with CPTK, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Ordinary Shares and Public Shares in connection with the completion of an initial business combination. Additionally, the sponsors, officers, and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Class B Ordinary Shares if CPTK fails to complete an initial business combination within the prescribed time frame. If CPTK does not complete an initial business combination within the prescribed time frame, the Private Warrants will expire worthless. Furthermore, the sponsors, the Anchor Investor and CPTK’s officers and directors have agreed not to transfer, assign or sell any of their Class B Ordinary Shares and any Public Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of an initial business combination or (ii) the date following the completion of an initial business combination on which CPTK completes a liquidation, merger, share exchange or other similar transaction that results in all of CPTK shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Public Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, the Class B Ordinary Shares will be released from the lockup.

•        The Private Warrants (including the Public Shares issuable upon exercise of the Private Warrants) will not be transferable until 30 days following the completion of an initial business combination. Because each of CPTK’s officers and directors will own common shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination.

•        Each of Richard Chera, CPTK’s former Chief Executive Officer and Chairman of the CPTK Board and an affiliate of Co-Sponsor, and Stephen Siegel, a director, originally invested $2,271,000 and $230,000 in Co-Sponsor, respectively, and hold interests in the Co-Sponsor, or directly in CPTK, that currently represent an interest of up to 348,000 Class B Ordinary Shares and 3,760,000 Private Warrants. All of such securities would be worthless if a business combination is not consummated by March 11, 2027 (unless such date is extended in accordance with the SPAC Charter).

•        On November 30, 2021, CPTK entered into a convertible note with Mr. Chera, CPTK’s former Chief Executive Officer and Chairman of the CPTK Board, pursuant to which Mr. Chera agreed to loan CPTK up to an aggregate principal amount of $1,500,000 (the “2021 Convertible Note”). The 2021 Convertible Note was non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which we consummate a business combination. If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination. On May 31, 2023, the A&R Note was amended and restated in the aggregate principal amount of up to $1,000,000 to be due on the earlier of: (i) February 11, 2024; (ii) the date on which CPTK consummates a business combination or (iii) the effective date of a liquidation of CPTK. Additionally, due to a waiver by Mr. Chera, the A&R Note no longer provides

for a conversion right. On March 28, 2025, the Second A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of: (i) February 11, 2026; (ii) the date on which CPTK consummates an initial business combination; or (iii) the effective date of a liquidation of CPTK. On February 10, 2026 the Second A&R Note was amended to replace “February 11, 2026” with December 31, 2026 (the “Third A&R Note”). In connection therewith, Sponsor agreed to transfer additional Class B Ordinary Shares to an unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which CPTK consummates a business combination and 2,500 and subject to the same transfer restrictions that are imposed on Sponsor.

•        On January 17, 2023, the Sponsor and Co-Sponsor entered into the Securities Assignment Agreement, whereby Co-Sponsor sold, transferred and assigned 5,662,000 Class B Ordinary Shares of CPTK and 250,667 Private Warrants to purchase Public Shares of CPTK to Sponsor. In connection with entry into the Securities Assignment Agreement, Sponsor (i) entered into a letter agreement with CPTK and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Co-Sponsor in connection with CPTK’s initial public offering.

•        Mr. Minnick, CPTK’s Chief Executive Officer and the Managing Member of Sponsor, invested $20,514 and $1,203, respectively, to acquire 5,622,000 Class B Ordinary Shares and 250,667 Private Warrants from Co-Sponsor. All of such securities would be worthless if a business combination is not consummated by March 11, 2027 (unless such date is extended in accordance with the SPAC Charter).

•        On June 2, 2025, the BCA Note Investor, an entity affiliated with Mr. Chera, deposited $500,000 into escrow with the release of such $500,000 to the Company pending the satisfaction of certain conditions including the execution of the Business Combination Agreement. On July 2, 2025, the Company issued the BCA Note with an initial aggregate principal amount of $500,000 pursuant to the June 2025 NPA. On January 2, 2026, the Company made the $7,500 cash interest payment and increased the BCA Note principal amount to $522,500.

•        On February 13, 2026, the Company issued the F-4 Note with an initial aggregate principal amount of $250,000 pursuant to the June 2025 NPA in connection with the initial confidential submission of the Form F-4 registration statement.

•        Mr. Minnick and an affiliated entity of Mr. Minnick entered into the June 2025 letter agreement with the BCA Note Investor. The June 2025 letter agreement includes a put option buyout by Mr. Minnick and/or his affiliate in the event if for any reason whatsoever the BCA Note Investor is entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant to the terms of the BCA Note), and such payment was not timely made by the Company. In addition, Sponsor agreed to transfer 250,000 Class B Ordinary Shares to the BCA Note Investor if CPTK consummates the Business Combination.

•        CPTK’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to CPTK’s initial business combination.

Dilution

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself).

____________

(1)      This scenario assumes that no Class A Ordinary Shares are redeemed, which is a redemptions scenario that could occur.

(2)      This scenario assumes that 431,322 of Class A Ordinary Shares, or 89% of the Public Shares, are redeemed for an aggregate payment of approximately $5.1 million (based on the estimated per-share redemption price of approximately $11.91 per share) from the Trust Account based on funds in the Trust Account as of April 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes a $23.0 million PIPE Investment issued as Class A Ordinary Shares at $10.00 per share.

(4)      Assumes CPTK’s transaction fees for the Business Combination are approximately $7.483 million.

(5)      Calculated for purposes of Item 1604(c)(1) of Regulation S-K.

Reasons for the Approval of the Business Combination

After careful consideration, the CPTK Board recommends that CPTK Shareholders vote “FOR” each proposal being submitted to a vote of the CPTK Shareholders at the Extraordinary General Meeting. The CPTK Board considered a number of positive factors including, but not limited to, (i) the Company’s advanced stage of development supported by comprehensive technical reports for Songwe Hill (pursuant to Regulation S-K 1300), the Songwe Hill approved ESHIA and the MDA with the Malawi Government, as well as the pre-feasibility study for the Proposed Pulawy Separation Plant, (ii) the attractive market opportunity for rare earth element mining and separation, including strong projected global demand for TREO and permanent magnet materials, (iii) the Company’s vertically integrated ecosystem combining Songwe Hill Feedstock with the Proposed Pulawy Separation Plant’s contemplated separation capabilities, (iv) the favorable logistics, permitting progress, and cost profile associated with operations in Malawi and Pulawy, Poland, (v) the Company’s defensible market position supported by competitive process design, including the nitrate-based separation process and anticipated environmental advantages, (vi) the strength, experience, and demonstrated execution capability of the Company’s management team, (vii) the Company’s anticipated ability to benefit from access to U.S. public capital markets, including the potential for improved liquidity and investor coverage, (viii) the potential to unlock hidden or unrealized value given the Company’s expected capital needs and net present value metrics reviewed by the CPTK Board, (ix) the Company’s embedded expansion opportunities and potential for future operational improvements, (x) Mkango Resources rolling 100% of its equity, evidencing strong commitment to the combined company, and (xi) the reasonableness of the financial analysis reviewed by the CPTK Board. The CPTK Board also gave consideration to a variety of uncertainties, risks, and other potentially negative factors concerning the Business Combination, including, but not limited to, (i) the risk that anticipated benefits or projected performance may not be achieved, or may not be achieved on the expected timeline, (ii) the Company’s status as a development-stage, pre-revenue enterprise with risks inherent in scaling mining and separation assets, (iii) the risks and costs to CPTK if the Business Combination is not completed, including the potential liquidation of CPTK, (iv) the requirement for CPTK Shareholder approval, (v) the need for satisfaction of closing conditions outside the parties’ control, (vi) the possibility of litigation relating to the Business Combination, (vii) the fees and expenses associated with the transaction, (viii) the absence of a third-party valuation or fairness opinion, (ix) the fact that CPTK Shareholders will hold a minority interest in the Company post-Closing, (x) listing-related readiness risks associated with preparing