AuKing Mining has signed a binding agreement to acquire all issued shares in Green Exploration, the Malawian subsidiary of Tusker Minerals, in a transaction valued at up to approximately A$4.85m ($3.4m).
The deal will see AuKing take control of several sites including the Machinga Rare Earth Elements Project (EPL 0529 and EPL 0705), as well as the Ngala Hill, Salambidwe and Karonga projects in Malawi.
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Under the terms agreed between the two Australian-listed companies, Tusker Minerals will retain beneficial ownership of the Mzimba rutile project, which is scheduled for transfer out of Green Exploration following completion of the sale.
This arrangement replaces a previous agreement between the parties that focused solely on the Machinga Project.
The Machinga site is located within the extensive Chilwa Alkaline Province, which cuts through Proterozoic rocks including gneisses, granulites and amphibolites.
The total consideration will be paid in a mix of staged cash payments and AuKing ordinary shares, as well as performance-based share consideration.
It includes an initial cash payment of A$800,000 at completion; fully paid AuKing shares valued at A$1m, subject to shareholder approval and a voluntary 12-month escrow period; and a further A$50,000 in cash within 90 days after completion.
An additional A$1.25m will be paid in cash 12 months after completion.
Further performance-linked shares may be issued to Tusker Minerals if specified resource targets are met at Machinga and Ngala Hill within three years.
All shares issued as part of the performance consideration will be subject to voluntary escrow periods.
Completion of the transaction is conditional on legal, regulatory, government, shareholder and third-party approvals.
Tusker Minerals CEO Cliff Fitzhenry said: “This expanded transaction builds on our disciplined approach to portfolio optimisation. By selling GEL, we transfer the Machinga REE [rare earth element] assets together with Ngala Hill, Salambidwe and Karonga to a dedicated owner, while retaining full exposure to our high-priority Mzimba rutile projects.
“The structure delivers non-dilutive funding, sharpens our focus on titanium feedstocks, and preserves meaningful upside to rare earths and the Ngala Hill opportunity through our ongoing equity and performance share position in AuKing.”
