PERTH: Tusker Minerals Ltd (ASX: TSK) announced Tuesday it has entered into a binding agreement to sell its wholly owned Malawian subsidiary, Green Exploration Limited (GEL), to AuKing Mining Ltd (ASX: AKN) in a transaction valued at up to approximately $4.85 million.
The deal transfers ownership of GEL, which holds a portfolio of exclusive prospecting licences in Malawi, including the Machinga Rare Earth Elements Project, as well as the Ngala Hill, Salambidwe and Karonga projects. Under the terms of the share sale agreement, AuKing will acquire 100% of GEL’s issued shares, giving it control over the Machinga REE project and associated licences.
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 Sept. 30, 2026.
The agreement replaces and terminates a prior exclusivity and proposed offer arrangement between the parties that related solely to the Machinga Project.
Consideration for the acquisition includes a mix of cash and equity, with staged payments tied to performance milestones. AuKing will pay $800,000 in cash at completion, along with $1 million worth of fully paid ordinary shares in AuKing, issued at A$0.025 per share, subject to shareholder approval and a 12-month voluntary escrow. An additional $50,000 cash is due within 90 days after completion, and $1.25 million cash is payable 12 months after completion.
Performance-linked consideration includes up to $1.25 million in AuKing shares, 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 for the Machinga Project. A further $500,000 in shares is tied to qualifying drill intercepts at the Ngala Hill Project meeting specified grade-thickness thresholds for palladium-platinum-gold and copper.
Shares issued upon conversion of the performance consideration will be subject to voluntary escrow, with 50% locked for three months and 50% for six months from the date of issue.
Tusker CEO Cliff Fitzherry said the transaction reflects the company’s disciplined approach to portfolio optimisation.
“By selling GEL, we transfer the Machinga REE assets together with Ngala Hill, Salambidwe and Karonga to a dedicated owner, while retaining full exposure to our high-priority Mzimba rutile projects,” Fitzherry said. “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.”
Completion is subject to customary conditions precedent, including all necessary legal, regulatory, governmental, shareholder and third-party approvals, as well as confirmation from the ASX that certain listing rules do not apply to the transaction. The long-stop date for satisfaction of those conditions is Sept. 30, 2026.
Tusker will pay Moa Mining Pty Ltd, a company associated with Matt Horgan, a facilitation fee of 4% of the consideration paid for its role in the transaction.
The company said the deal strengthens its balance sheet through staged cash inflows and non-dilutive equity consideration, allowing it to concentrate resources on its core rutile and heavy mineral sands assets in Cameroon and Malawi. Those assets include district-scale tenements with confirmed high-grade mineralisation and proximity to infrastructure.
Tusker Minerals is an African-focused explorer building a portfolio of large-scale titanium mineral projects across Cameroon and Malawi, including the Douala Basin Heavy Mineral Sands Project and Central Rutile Project in Cameroon, as well as the Mzimba Rutile Project in Malawi.
