Deal structure and consideration
Tusker Minerals announced on August 18 that it has entered a binding agreement to sell its wholly owned Malawian subsidiary Green Exploration Limited (GEL) to AuKing Mining in a transaction valued at up to approximately $4.85 million. Under the share-sale agreement, AuKing will acquire 100% of GEL's issued shares, taking control of the Machinga Rare Earth Elements Project as well as the Ngala Hill, Salambidwe and Karonga projects. The agreement replaces and terminates a prior exclusivity arrangement that had covered only the Machinga project. Consideration is split between cash and AuKing equity: $800,000 in cash at completion, $1 million in AuKing ordinary shares issued at A$0.025 per share subject to shareholder approval and a 12-month voluntary escrow, a further $50,000 in cash within 90 days of completion, and $1.25 million in cash twelve months after completion.
Performance-linked milestones
Two performance components are layered on top of the upfront consideration. Up to $1.25 million in additional AuKing shares is contingent on the announcement, within three years, of a JORC-compliant Inferred Mineral Resource of at least 10 million tonnes at 0.65% total rare earth oxide at the Machinga Project. A further $500,000 in shares is tied to qualifying drill intercepts at the Ngala Hill Project against specified grade-thickness thresholds for palladium-platinum-gold and copper. Shares issued under the performance consideration will be subject to voluntary escrow, with 50% locked for three months and 50% for six months from issuance.
Asset carve-out and retained exposure
Tusker will retain beneficial ownership of the Mzimba rutile project, which comprises the Mzimba West, Mzimba Central and Mzimba South licences. Those assets are to be transferred out of GEL as soon as practicable after completion and no later than September 30, 2026. Tusker CEO Cliff Fitzherry said the transaction sharpens the company's focus on titanium feedstocks while preserving upside to rare earths and Ngala Hill through its ongoing equity and performance share position in AuKing. The company also said the deal provides staged cash inflows and non-dilutive equity consideration, allowing it to concentrate resources on rutile and heavy mineral sands assets in Cameroon and Malawi.
Conditions, facilitation fee and next steps
Completion is subject to customary conditions precedent, including legal, regulatory, governmental, shareholder and third-party approvals, and ASX confirmation that certain listing rules do not apply. The long-stop date for satisfaction of those conditions is September 30, 2026. Tusker will pay Moa Mining Pty Ltd, a company associated with Matt Horgan, a facilitation fee equal to 4% of the consideration for its role in the transaction.
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