New Joint Venture Agreement with Mwashia16 May 2024 19:55
I was re-reading the RNS where the JVA was announced on 26th February:
“Key Terms of the new JVA
The JVA between TMZ and Mwashia was executed on 23 February 2024 and establishes a joint venture between TMZ and Mwashia in respect of the Licences with the following key terms:
1) A Zambian company, "Newco", will be established with a share capital of ZMW15,000 to be owned 90% by TMZ and 10% by Mwashia.
2) In consideration of the issue of its 10% equity interest in Newco, Mwashia will transfer all three of the Licences into Newco.
3) TMZ will fund or arrange funding for 100% of all of the costs of the Joint Venture and Newco with those costs attributable to Mwashia's 10% equity interest being recovered from 80% of future cash flows.
4) On completion of the transfer of the Licences to Newco, TMZ will enter into a shareholder's agreement (the "Shareholders' Agreement") in the form set out in the JVA.
5) Tertiary will be the manager of the joint venture until such time as the Shareholders' Agreement is signed, after which time TMZ will be entitled to identify and appoint the Chief Executive of Newco.
6) The Board of Newco will comprise three directors, two appointed by TMZ and one appointed by Mwashia.
7) Any future dealing on the Licences with a third party will require a majority vote for shareholders, with one vote per share.”
I was just looking at the Cadastre and I noticed that the three Mwashia licenses which are part of the new JVA are now “Pending Transfer”. That to me implies that the company is currently at point 4 above, ie, waiting for the transfer of licenses into the ‘newco’ which is the last stage before formation of the JVA. Once that is completed then potentially they will be in a position to act on any joint ventures on those three licenses which may be waiting to be concluded.
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