TSK: AKN to acquire 100% of Green Exploration from TSK
Ground Floor, 8 St Georges Terrace,
Perth WA 6000
+61 8 9486 4036
tuskerminerals.com ABN: 91 663 592 318
ASX Announcement
18 August 2026
Binding Share Sale Agreement for Acquisition of Green
Exploration Limited by AuKing Mining
Highlights
• Binding Share Sale Agreement executed with AuKing Mining Limited (ASX: AKN) for the sale of
100% of the issued shares in Green Exploration Limited (GEL), Tusker’s wholly owned Malawian
subsidiary.
• Through the acquisition of GEL, AuKing will acquire the Machinga Rare Earth Elements (REE)
Project (EPL 0529 and EPL 0705) together with the Ngala Hill, Salambidwe and Karonga projects.
• Tusker will retain beneficial ownership of the Mzimba rutile project, which will be transferred out
of GEL following Completion.
• The Share Sale Agreement replaces and terminates the prior exclusivity and proposed offer
agreement relating solely to the Machinga Project.
• Total consideration of up to approximately $4.85 million (subject to performance hurdles),
comprising staged cash, ordinary shares and performance-linked share consideration.
• Non-dilutive funding to strengthen Tusker’s balance sheet and support prioritisation of its core
rutile and heavy mineral sands portfolio in Cameroon and Malawi.
• Tusker retains ongoing exposure to the Machinga REE and Ngala Hill upside through equity and
performance shares in AuKing.
• Engage with this announcement at the Tusker Minerals Investor Hub
Tusker Minerals Ltd (ASX: TSK, “Tusker” or “Company”), an African-focused explorer advancing a
portfolio of critical mineral assets, is pleased to announce that it has entered into a binding Share Sale
Agreement (the Agreement) with AuKing Mining Limited (ASX: AKN) (AuKing) under which AuKing
will acquire 100% of the issued shares in Green Exploration Limited (GEL), a wholly owned subsidiary
of Tusker’s Australian subsidiary Green Exploration (Australia) Pty Ltd.
GEL is the registered holder of a portfolio of Malawian exclusive prospecting licences. Upon
Completion, AuKing will acquire control of GEL and therefore the Machinga REE Project together with
the Ngala Hill, Salambidwe and Karonga projects. The Mzimba West, Mzimba Central and Mzimba
South licences remain for the ultimate benefit of Tusker and will be transferred out of GEL as soon as
practicable after Completion (and in any event by 30 September 2026).
The Agreement replaces and terminates the earlier exclusivity and proposed offer arrangement
between the parties relating solely to the Machinga Project. All prior rights and obligations under that
earlier arrangement are released, other than those expressly preserved by the new Agreement.
Ground Floor, 8 St Georges Terrace,
Perth WA 6000
+61 8 9486 4036
tuskerminerals.com ABN: 91 663 592 318
Chief Executive Officer, Cliff Fitzhenry, commented:
"This expanded transaction builds on our 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. 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."
Strategic Rationale: Funding & Focus
The transaction strengthens Tusker’s balance sheet with staged cash inflows and non-dilutive equity
consideration while allowing the Company to concentrate resources on its core rutile and heavy mineral
sands assets in Cameroon and Malawi. These assets comprise district-scale tenements with confirmed
high-grade mineralisation and proximity to infrastructure.
At the same time, Tusker retains exposure to the Machinga REE project and potential Ngala Hill
success through ordinary shares and performance shares in AuKing, without further capital
commitment.
Terms of the Proposed Transaction
Under the Agreement, AuKing will acquire 100% of the issued shares in GEL for total consideration
comprising:
• A$800,000 cash payable at Completion;
• Fully paid ordinary shares in AuKing having an aggregate value of A$1,000,000 (issued at the
same price as AuKing’s recent capital raising of A$0.025 per share), subject to any required
AuKing shareholder approval and a 12-month voluntary escrow;
• A$50,000 cash payable within 90 days after Completion;
• A$1,250,000 cash payable on the date that is 12 months after Completion;
• Performance Consideration 1: ordinary shares in AuKing having a value of A$1,250,000
(calculated by reference to the 90-day VWAP, subject to a floor price equal to the capital-raising
price) issuable upon announcement within three years of a JORC-compliant Inferred (or higher)
Mineral Resource attributable to the Machinga Project of at least 10 Mt at ≥0.65% TREO (0.5%
TREO cut-off); and
• Performance Consideration 2: ordinary shares in AuKing having a value of A$500,000 (on the
same pricing basis) issuable upon announcement within three years of qualifying drill intercepts
at the Ngala Hill Project meeting specified grade-thickness thresholds for palladium-platinum-
gold + copper.
Shares issued on conversion of the performance consideration will be subject to voluntary escrow (50%
for three months and 50% for six months from the date of issue).
Completion is subject to customary conditions precedent, including all necessary legal, regulatory,
governmental, shareholder and third-party approvals (including ASX confirmation that Chapters 11.1.2
and 11.1.3 don’t apply to the transaction and the subsequent transfer of the Excluded Assets).
The long-stop date for satisfaction of the conditions precedent is 30 September 2026 (or such later date
as the parties may agree).
Ground Floor, 8 St Georges Terrace,
Perth WA 6000
+61 8 9486 4036
tuskerminerals.com ABN: 91 663 592 318
For facilitating the transaction with AuKing, the Company will pay Moa Mining Pty Ltd (a company
associated with Matt Horgan) with a facilitation fee of 4% of the consideration paid.
Next Steps
The parties will now progress the conditions precedent, prepare the definitive documentation required
for Completion, and take all steps necessary to effect the post-Completion transfer of Mzimba to Tusker
(or its nominee).
-ENDS-
This announcement has been authorised by the Board of Tusker Minerals.
More information
Mr Daniel Smith Mr Cliff Fitzhenry
Executive Chairman Chief Executive Officer
dan@tuskerminerals.com cliff@tuskerminerals.com
About Tusker Minerals
Tusker Minerals is an African-focused explorer building a portfolio of large-scale titanium mineral
projects across Cameroon and Malawi. The Company’s portfolio comprises the Douala Basin Heavy
Mineral Sands Project and Central Rutile Project in Cameroon, together with the Mzimba Rutile Project
in Malawi. Tusker is focused on discovering and advancing globally significant sources of natural rutile
and other valuable titanium-bearing minerals.
Forward-Looking Statements
This announcement may include forward-looking statements and opinions. Forward-looking statements, opinions
and estimates are only predictions and are subject to risks, uncertainties and assumptions which are outside the
control of Tusker Minerals. Past performance is not necessarily a guide to future performance and no
representation or warranty is made as to the likelihood of achievement or reasonableness of any forward-looking
statements, opinions or estimates. Actual values, results or events may be materially different to those expressed
or implied in this announcement.
Given these uncertainties, readers are cautioned not to place reliance on forward-looking statements, opinions or
estimates. Any forward-looking statements, opinions or estimates in this announcement speak only at the date of
issue of this announcement. Subject to any continuing obligations under applicable law and the ASX Listing Rules,
Tusker Minerals does not undertake any obligation to update or revise any information or any of the forward-
looking statements, opinions or estimates in this announcement or any changes in events, conditions or
circumstances on which any such disclosures are based.
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