A golden opportunity for Pristine Capital to make a real estate acquisitions. Watch the interview here.

Less Ads, More Data, More Tools Register for FREE
Sponsored Content
Sponsored Content

Pin to quick picksTertiary Minerals Regulatory News (TYM)

Share Price Information for Tertiary Minerals (TYM)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 0.0825
Bid: 0.08
Ask: 0.085
Change: 0.00 (0.00%)
Spread: 0.005 (6.25%)
Open: 0.0825
High: 0.0825
Low: 0.0825
Prev. Close: 0.0825

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Agreement with Mwashia Resources

26 Feb 2024 07:00

RNS Number : 3331E
Tertiary Minerals PLC
26 February 2024
 

26 February 2024

 

Tertiary Minerals plc ("Tertiary" or the "Company")

 

Agreement with Mwashia Resources

 

The Company is pleased to advise that a new joint venture agreement (the "JVA") has been signed with local partner Mwashia Resources Ltd ("Mwashia") that will consolidate ownership of the Jacks, Mukai and Mushima North exploration licences (the "Licences") into a new Zambian company ("Newco") to be 90% owned by Tertiary's 96% owned subsidiary, Tertiary Minerals (Zambia) Limited ("TMZ") and 10% by Mwashia.

Currently all of the Licences are held by Mwashia. Tertiary holds the right to a 90% joint venture interest in the Jacks licence and options to earn a 90% joint venture interest in each of the Mukai and Mushima North licences by meeting certain expenditures and making payments totalling US$60,000 to Mwashia, details of which were given in the Company's news releases dated 18 November 2021 and 4 November 2022.

The JVA effectively relieves Tertiary of the expenditure obligations due under its option agreements on the Mukai and Mushima North licences, brings forward the above payment to Mwashia and puts ownership of the Licences under a common entity controlled by TMZ. Mwashia's 10% interest will be carried by TMZ with carried costs being recovered as a priority from future profits.

Commenting today executive Chairman, Patrick Cheetham said:

"This joint venture agreement is a win-win for Tertiary and Mwashia and a further example of the excellent working relationship we have developed with our local partner which enabled the recent agreement with KoBold Metals on the exciting Konkola West Project. This new agreement simplifies our corporate structure in Zambia, brings forward our 90% ownership holding in all three of the Licences and creates a vehicle by which the partners can better consider joint venture approaches from third parties on the Licences."

 

Further information

Tertiary Minerals plc:

Patrick Cheetham, Executive Chairman

+44 (0) 1625 838 679

SP Angel Corporate Finance LLP

Nominated Adviser and Broker

Richard Morrison

+44 (0) 203 470 0470

Caroline Rowe/Harry Davies-Ball

Peterhouse Capital Limited

Joint Broker

Lucy Williams

+ 44 (0) 207 469 0930

Duncan Vasey

 

Market Abuse Regulation

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

 

Detailed Information

Background

The Licences that are the subject of the JVA are:

· Exploration Licence 27069-HQ-LEL ("Jacks Licence")

· Exploration Licence 27066-HQ-LEL "(Mukai Licence")

· Exploration Licence 27068-HQ-LEL ("Mushima North Licence")

Currently the Licences are held in the name of Mwashia. The Jacks Licence is subject to a conditional joint venture agreement whereby TMZ is entitled to a 90% interest and where Mwashia holds a 10% carried interest. In the cases of the Mukai and the Mushima North Licences, TMZ holds an option to earn an initial 50% and the right to move to 90% ownership by meeting certain expenditure obligations and making certain payments to Mwashia.

Further details of these arrangements can be found in the Company's news releases dated 18 November 2021 and 4 November 2022.

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.

 

8) The JVA is subject to the following conditions precedent:

a) the incorporation of Newco;

b) approval of the terms and conditions of the JVA and all ancillary documents thereto by any relevant government authority, including but not limited to any approval required under the Mining Act for the transfer of the Licences;

c) Mwashia having obtained the requisite tax clearance certificates from the Zambian Revenue Authority for the payment of property transfer tax on the transfer of the Licences to Newco or an exemption from the payment of property transfer tax in the event that the Zambian Revenue Authority considers the transfer of the Licences to be Mwashia's consideration for its equity in Newco (as is anticipated); and

d) approval of the terms of the JVA by the boards of TMZ and Mwashia.

9) On satisfaction of the conditions precedent, TMZ will make a payment to Mwashia of US$60,000, a payment otherwise becoming due under the existing options agreements with Mwashia.

 

10) TMZ is to hold a first right of refusal over Mwashia's interest in Newco. Should Mwashia wish to sell its interest in Newco to a third party then TMZ has the right to match any offer that is made to Mwashia.

 

11) TMZ is to hold drag-along rights over Mwashia's interest in Newco. Should TMZ wish to sell its interest in Newco to a third party it can compel Mwashia to sell its 10% equity interest on the same terms pro-rata to the interests being sold.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
JVETJMFTMTTTBRI
Date   Source Headline
30th Sep 20247:00 amRNSTotal Voting Rights
23rd Sep 20247:00 amRNSDrill Start & Exploration Update
16th Sep 20241:12 pmRNSHolding(s) in Company
13th Sep 20243:51 pmRNSHolding(s) in Company
12th Sep 20244:16 pmRNSHolding(s) in Company
29th Aug 20245:19 pmRNSStoruman Fluorspar Project, Sweden
28th Aug 20247:00 amRNSPlacing to raise £880,000
9th Aug 20248:50 amRNSCEO Interview - Company Presentation
7th Aug 20247:00 amRNSMukai Project - Agreement for Joint Venture
29th Jul 20247:00 amRNSMupala Copper Project, Soil Sampling Results
21st Jun 20248:53 amRNSDRILLING UPDATE, KONKOLA WEST COPPER PROJECT
10th Jun 20247:00 amRNSMupala Copper Project, Zambia
6th Jun 202410:53 amRNSUpdate – Agreement with Mwashia
29th May 202410:42 amRNSHalf-Yearly Report 2024
21st May 20247:00 amRNSDrilling Update, Konkola West Copper Project
9th May 20247:00 amRNSMupala Copper Project Update
2nd May 20247:00 amRNSExploration Update – Brunton Pass Project, Nevada
16th Apr 20242:00 pmRNSDrilling - Konkola West Copper Project, Zambia
9th Apr 20249:48 amRNSDrill Start - Konkola West Copper Project, Zambia
29th Feb 20247:00 amRNSTotal Voting Rights
26th Feb 20247:00 amRNSAgreement with Mwashia Resources
15th Feb 20242:31 pmRNSGrant of Warrants
15th Feb 20249:41 amRNSComplete Results of AGM
14th Feb 20242:19 pmRNSResult of AGM
6th Feb 20241:58 pmRNSUpdate: KoBold's New Mingomba Copper Discovery
18th Jan 202410:00 amRNSAnnual Report & Notice of Annual General Meeting
15th Jan 202410:15 amRNSAudited Results for Year Ended 30 September 2023
19th Dec 20239:20 amRNSCompany Presentation via Investor Meet Company
19th Dec 20237:00 amRNSEarn-In Agreement - Konkola West Project, Zambia
30th Nov 20237:00 amRNSKonkola West Copper Project, Zambia
6th Nov 20237:00 amRNSProject Update, Zambia
1st Nov 20237:00 amRNSPlacing to raise £150,000
16th Oct 20237:00 amRNSNew Soil Sampling Results - Mushima North, Zambia
5th Oct 20237:00 amRNSFirst Soil Sampling Results - Mushima North
25th Sep 20237:00 amRNSTerm Sheet for Agreement - Konkola West, Zambia
12th Sep 202310:04 amRNSProvisional Soil Sampling Results - Mukai Project
7th Sep 20237:00 amRNSGovernment Decision - Storuman Project, Sweden
6th Sep 20237:00 amRNSGovernment Decision - Storuman Project, Sweden
24th Aug 20237:00 amRNSUpdated Company Presentation
10th Aug 20237:00 amRNSExploration Update – Zambia
3rd Aug 20233:09 pmRNSUK Government Press Release Supports Zambia Growth
31st Jul 20237:00 amRNSForest Permits Received - Mukai & Mushima North
13th Jun 20237:00 amRNSNew Exploration Licence – Zambia
6th Jun 20237:00 amRNSExploration Update - Konkola West, Zambia
1st Jun 20237:00 amRNSProject Focus – Mushima North Project, Zambia
30th May 20232:40 pmRNSHALF-YEARLY REPORT 2023
17th May 20232:02 pmRNSExploration Update – Lubuila Copper Project
28th Apr 20237:00 amRNSAnalytical Results - Mushima North Copper Project
20th Apr 202310:00 amRNSExploration Update – Lubuila Copper Project
13th Apr 20232:45 pmRNSPlacing to raise £250,000

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Free Investment Tools

Register for FREE

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.