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Update – Agreement with Mwashia

6 Jun 2024 10:53

RNS Number : 4337R
Tertiary Minerals PLC
06 June 2024
 

6 June 2024

 

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

 

Update - Agreement with Mwashia

Formation of Copernicus Minerals Limited

 

Further to its announcement on 26 February 2024 of a joint venture agreement (the "JVA") with local partner Mwashia Resources Limited ("Mwashia") to consolidate ownership of the Jacks, Mukai and Mushima North exploration licences (the "Licences") in Zambia, the Company is pleased to announce that all conditions precedent in the JVA have now been met.

A jointly owned company, Copernicus Minerals Limited ("Copernicus", also referred to as "Newco" in the announcement of 26 February 2024), has been formed and is now 90% owned by Tertiary's 96% owned subsidiary, Tertiary Minerals (Zambia) Limited ("TMZ") and 10% by Mwashia .

The JVA and the transfer of the Licences to Copernicus have received Ministerial consent, the Zambia Revenue Authority has issued the required tax clearance certificates and the transfer of the Licences is now being processed by the Mining Cadastre Office of the Ministry of Mines and Minerals Development.

The Shareholders' Agreement contemplated by the JVA and already in agreed form will now be entered into between TMZ and Mwashia to govern the management of Copernicus, the key terms of which are set out below.

Commenting today Executive Chairman, Patrick Cheetham said:

"We are delighted to have obtained these Government approvals. The JVA and formation of Copernicus simplifies our corporate structure in Zambia and brings forward TMZ's 90% ownership holding in all three of the Licences. It also creates a vehicle by which the partners will consider joint venture approaches made by third parties. The field season in Zambia is well underway with drill planning at an advanced stage on a number of projects and drilling already in progress, and advancing towards target, at the Konkola West joint venture with Kobold Metals and Mwashia."

 

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

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.

 

Key Terms of the Shareholder's Agreement

 

1) TMZ will fund or arrange funding for 100% of all of the costs of Copernicus with those costs attributable to Mwashia's 10% equity interest being recovered from 80% of future cash flows.

 

2) The Board of Copernicus will (and now does) comprise one director appointed by Mwashia and two directors appointed by TMZ.

 

3) Each director has one vote on the Board of Copernicus and shareholder decisions are made by simple majority vote including any future dealing on the Licences with a third party.

 

4) The Chief Executive of Copernicus will be appointed by TMZ.

 

5) Any future dealing on the Licences with a third party will require a majority vote for shareholders, with one vote per share.

 

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

 

7) TMZ holds drag-along rights over Mwashia's interest in Copernicus. Should TMZ wish to sell its interest in Copernicus 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.

 

 

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UPDEANKKESALEEA
Date   Source Headline
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
5th Apr 202310:30 amRNSProject Focus - Mukai Project, Zambia
9th Mar 202311:05 amRNSSecond Price Monitoring Extn
9th Mar 202311:00 amRNSPrice Monitoring Extension
17th Feb 20233:52 pmRNSGrant of Warrants
16th Feb 202311:39 amRNSResult of AGM
16th Feb 20237:00 amRNSChairman’s AGM Statement
14th Feb 20233:46 pmRNSHolding(s) in Company
3rd Feb 20238:20 amRNSPlacing to raise £300,000
18th Jan 20237:00 amRNSPositive Lab Results, Jacks Copper Project, Zambia
16th Jan 20237:00 amRNSEPB Approved Mushima North Copper Project, Zambia

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