MMG acquisition of Khoemacau Mine
On March 25, 2024, MMG Limited (“MMG”) announced the completion of its acquisition of all issued and outstanding share capital of Cuprous Capital Ltd. (“Cuprous”), effective as of March 22, 2024, through which it indirectly acquired the Khoemacau Mine.
The Khoemacau Mine is a long-life high-grade underground copper-silver mine located in the Kalahari Copper Belt in the Ngamiland district of Botswana—one of the most prospective mining regions in Africa. Producing copper since 2021, the mine’s 4,040 km2 tenement package hosts the 10th largest African copper Mineral Resource by total contained copper metal and is one of the largest copper sedimentary systems in the world outside of the Central African Copperbelt.
Pursuant to the definitive agreement, dated November 21, 2023, MMG, through its subsidiary MMG Africa Ventures Inc. (“MMG Africa”), paid the sellers—which included Cupric Canyon Capital L.P., The Ferreira Family Trust, Resource Capital Fund VII L.P., a fund managed by RCF Management, LLC, and the Missouri Local Government Employees’ Retirement System—the aggregate consideration of approximately US$1.735 billion.
In addition to the payment of the aggregate consideration, in accordance with the agreement, MMG Africa advanced an aggregate amount of approximately US$348,580,000, to settle certain debt balances of Cuprous.
Further information can be found on MMG’s website.
Cuprous is a private investment holding company and the indirect sole shareholder of Khoemacau Copper Mining (Pty) Ltd., which operates the Khoemacau Mine operation in Botswana.
Headquartered in Melbourne, Australia and listed on the Hong Kong Stock Exchange, MMG is a global resources company that produces base metals including copper and zinc, operating across Australia, Botswana, the Democratic Republic of the Congo and Peru.
The Torys team was led by Michael Amm and included Michael Jason and Brianna Pioli (corporate/M&A), Omar Wakil and Ian Li (foreign investment), Craig Maurice and Steve Marshall (tax).
Torys also acted on the following in connection with this project:

| Jurisdiction | Ngamiland (North-West District) |
| Country | Botswana |
| Nature of Engagement | M&A |
| Client | MMG Limited |
| Client Role | Acquiror |
| Value | $1,734,657,000 USD |