Tusker Minerals Secures Up to A$4.85 Million from Rare Earths Asset Sale to AuKing

Tusker Divests Rare Earths Portfolio to Sharpen Focus

Tusker Minerals Ltd (ASX:TSK) has executed a binding Share Sale Agreement with AuKing Mining Limited (ASX:AKN) to offload 100% of Green Exploration Limited (GEL), its Malawian subsidiary that holds the Machinga Rare Earth Elements (REE) Project and several other exploration licences. The deal, valued at up to approximately A$4.85 million subject to performance milestones, marks a strategic pivot for Tusker towards its core rutile and heavy mineral sands assets in Cameroon and Malawi.

Deal Structure Balances Cash and Equity

The consideration package is a blend of immediate and deferred payments, combining cash, ordinary shares, and performance-linked shares in AuKing. At completion, Tusker will receive A$800,000 cash plus AuKing shares valued at A$1 million, issued at AuKing’s recent capital raising price of A$0.025 per share. Additional cash payments of A$50,000 and A$1.25 million are scheduled within 90 days and 12 months post-completion, respectively.

Performance considerations add a further potential A$1.75 million in AuKing shares, contingent on exploration success at Machinga and Ngala Hill projects within three years. These include shares issued upon confirmation of a JORC-compliant Inferred Mineral Resource of at least 10 million tonnes at 0.65% total rare earth oxides (TREO) for Machinga, and shares linked to qualifying drill intercepts at Ngala Hill meeting specified precious metal thresholds.

Tusker Retains High-Grade Rutile Assets and Upside Exposure

Importantly, Tusker will retain ownership of the Mzimba rutile project, a high-priority asset that will be transferred out of GEL following completion, with a deadline set for 30 September 2026. This allows Tusker to maintain focus on its titanium feedstock portfolio, which includes district-scale tenements with confirmed high-grade mineralisation and strong infrastructure access in both Malawi and Cameroon.

Additionally, Tusker holds an ongoing equity and performance share position in AuKing, preserving upside participation in the Machinga REE and Ngala Hill projects without further capital calls. This non-dilutive funding approach strengthens Tusker’s balance sheet and supports prioritisation of its core rutile and heavy mineral sands assets.

Strategic Implications for Tusker’s Portfolio

CEO Cliff Fitzhenry framed the transaction as a disciplined portfolio optimisation move. By divesting GEL, Tusker transfers responsibility for the rare earth assets to a dedicated operator while sharpening its focus on titanium mineral sands. The deal replaces an earlier exclusivity and proposed offer agreement solely for the Machinga project, consolidating the expanded scope under the new binding agreement.

The sale also includes a 4% facilitation fee payable to Moa Mining Pty Ltd, associated with Matt Horgan, reflecting the role in brokering the transaction. Completion remains subject to customary regulatory and shareholder approvals, including ASX confirmation regarding applicable listing rules.

Next Steps and Market Watchpoints

With conditions precedent now underway, Tusker and AuKing will progress definitive documentation and the post-completion transfer of the Mzimba licences. Investors should monitor the regulatory approval process and milestone achievements tied to the performance share issuances, which will be key to unlocking the full value of the transaction.

Meanwhile, Tusker’s emphasis on its rutile assets aligns with recent exploration success, such as the identification of high-grade rutile in Malawi and the large-scale heavy mineral sands potential in Cameroon, positioning the company for growth in titanium feedstocks.