REG - Tertiary Minerals - Update – Agreement with Mwashia

Tertiary MineralsAnnouncement

06/06/2024 11:00

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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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