AuKing Mining agrees to buy Green Exploration for A$4.85m

AuKing Mining has executed a binding agreement to acquire all issued shares in Green Exploration, a Malawian subsidiary of Tusker Minerals. The transaction is valued at up to approximately A$4.85m, equivalent to roughly $3.4m, and will transfer control of several key sites to the buyer. These include the Machinga Rare Earth Elements Project, covering exploration permits EPL 0529 and EPL 0705, along with the Ngala Hill, Salambidwe and Karonga projects in Malawi.

The arrangement supersedes a previous agreement between the two Australian-listed companies that focused exclusively on the Machinga Project. Under the new terms, Tusker Minerals will retain beneficial ownership of the Mzimba rutile project. This asset is scheduled for transfer out of Green Exploration following the completion of the sale, allowing the seller to maintain its strategic focus on titanium feedstocks while divesting other holdings.

The total consideration will be paid through a combination of staged cash payments and AuKing ordinary shares, including performance-based equity. The structure includes an initial cash payment of A$800,000 at completion, followed by a further A$50,000 in cash within 90 days. Fully paid AuKing shares valued at A$1m will also be issued, subject to shareholder approval and a voluntary 12-month escrow period. An additional A$1.25m in cash is due 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, with all such shares subject to voluntary escrow periods.

The Machinga site is situated within the extensive Chilwa Alkaline Province, which cuts through Proterozoic rocks including gneisses, granulites and amphibolites. Completion of the transaction remains conditional on legal, regulatory, government, shareholder and third-party approvals. Tusker Minerals chief executive Cliff Fitzhenry stated that the expanded transaction builds on the company’s disciplined approach to portfolio optimisation. He noted that the deal transfers the rare earth element assets to a dedicated owner while retaining full exposure to the high-priority Mzimba rutile projects, delivering non-dilutive funding and preserving upside through the ongoing equity position in AuKing.