Marula Mining Plc - Warrant Exercise, Issue of Equity, Warrant Extension PR Newswire

Marula Mining PLC

 (“Marula’’ or the “Company”)

20 January 2023

Exercise of Warrants, Issue of Equity and Warrants, Warrant Extension and RPT

Marula Mining (AQSE: MARU) an African focused mining and development company, announces (i) the exercise of warrants raising gross proceeds of £80,000 for the Company; (ii) the issue of new ordinary shares and warrants over new ordinary shares in lieu of financial advisory services provided to the Company; (iii) receipt of funds and the issue of new ordinary shares and warrants by way of a delayed subscription to the Company in regards to the fundraisings previously announced 27 October 2022 and 18 November 2022 (the “Placement”); and (iv) the extension to the expiration term of certain warrants and related party transaction.

Exercise of Warrants

The Company has received notification for the exercise of warrants over 2,000,000 new ordinary shares in the Company at an exercise price of 4 pence per share providing the Company with proceeds of £80,000 ("Warrant Exercise").

Issue of Equity and Warrants

The Company has also issued 8,500,000 new ordinary shares to advisors in lieu of services provided in regards to the US$5.0 million Lithium Prepayment Facility for funding the acquisition and development of the Blesberg Lithium and Tantalum Mine as previously announced on 27 October 2022. The shares have been issued at a price of 2p per ordinary share, on the same terms and price as the Placement completed in October and November 2022.

Furthermore, the Company has issued warrants over 1,000,000 new ordinary shares in the Company to an advisor in lieu of services provided in regards to the Placement completed in October and November 2022. The warrants have an exercise price of 4 pence with a maturity date of 31 December 2025.

Fundraise

The Company has received gross proceeds of £71,000 through the issue of 3,550,000 new ordinary shares at a price of 2 pence per new ordinary share (the “Subscription”).

The Subscription was completed on the same terms as the fundraises announced 27 October 2022 and 18 November 2022, pursuant to which, for each two new ordinary shares issued, the shareholders participating in the Subscription will receive a warrant allowing the holder to subscribe for an additional new ordinary share in the Company at an exercise price of 4 pence exercisable until 31 December 2025 (“Subscription Warrant”). As a consequence, a Subscription Warrant has been issued over 1,775,000 new ordinary shares.

Warrant extension

The Company has extended the expiry date of 7,625,000 warrants issued to subscribe for new ordinary shares of 0.01 pence in Marula at an exercise price of 4 pence per share, which were issued in connection to the placing pursuant to the announcement of 24 June 2020. The expiry date has been extended from 31 December 2022 until 31 December 2023 (“Warrant Extension”).

The decision to extend was made given the previous inactivity of the Company for a large period of the term of these warrants and to provide warrant holders with the ability to exercise these over the next 12 months following the change in strategy and more active management and investment activities of the Company.

Pursuant to the Warrant Extension, the following 1,670,000 warrants are held by Jason Brewer, Chief Executive of the Company and Richard Lloyd, a PDMR of the Company, and have been extended:

Director / PDMR Exercise price Warrants extended pursuant to the Warrant extension
Jason Brewer 4p 1,607,5001,2
Richard Lloyd 4p 62,500

1 32,500 warrants were extended pursuant to the Warrant Extension which are held through Mayflower Capital Investments Pty Ltd

2 1,375,000 warrants were extended pursuant to the Warrant Extension which are held through Gathoni Muchai Investments Limited (“GMI”)

Related Party Transaction

The Warrant Extension of warrants held by Jason Brewer and Richard Lloyd constitutes a related party transaction under Rule 4.6 of the AQSE Growth Market Access Rulebook (the “Transaction”).  The Directors of the Company independent of the Transaction confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable insofar as the shareholders of Marula are concerned.

Admission

Application has been made for 14,050,000 new ordinary shares to be admitted to trading on the Aquis Stock Exchange Growth Market (“Admission") on or around 25 January 2023.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 104,532,248 ordinary shares of 0.01p each, with each share carrying the right to one vote.

Therefore, the total number of voting rights in the Company will be 104,532,248. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Directors of Marula are responsible for the contents of this announcement. This announcement contains inside information for the purposes of UK Market Abuse Regulation.

About Marula Mining

Marula Mining (AQSE: MARU) is an African focused battery metals investment and exploration company and has interests in several high value mine projects in Africa; Blesberg Lithium and Tantalum Mine in South Africa, Nkombwa Hill Project in Zambia and Kinusi Copper mine and Bagamoyo Graphite Project in Tanzania.

Marula’s proposed strategy is to identify and invest in advanced and high-value mining projects throughout East, Central and Southern Africa that the Directors believe would deliver returns for its shareholders. The Board and management team aims to establish Marula as a socially and environmentally responsible, sustainable, and profitable producer of critical metals and commodities that are of increasingly strategic importance to modern technologies and the global economy.

Marula’s shares are quoted on the AQUIS Stock Exchange (AQSE), Marula is exploring opportunities to admit its shares to trading on AIM, the market operated by the London Stock Exchange plc and Kenya’s Nairobi Securities Exchange.

For enquiries contact:

Marula Mining PLC
Jason Brewer,
Chief Executive Officer

Faith Kinyanjui Mumbi
Investor Relations


Email : jason@marulamining.com

Email : info@marulamining.com
 
AQSE Corporate Adviser
Cairn Financial Advisers LLP
Liam Murray / Ludovico Lazzaretti
+44 (0)20 7213 0880
Broker
OvalX
Tom Curran / Thomas Smith
 +44 (0) 20 7392 1568     
Financial PR and IR
BlytheRay
Tim Blythe / Megan Ray
                +44 (0)20 7138 3204

Caution;

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identi?ed by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements re?ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 
1  Details of the person discharging managerial responsibilities/person closely associated 
a.  Name 
  1. Jason Brewer 
  2. Richard Lloyd
2  Reason for notification 
a.  Position/Status 
  1. Chief Executive Officer of the Company (also a director and shareholder of Gathoni Muchai Investments, Mayflower Capital Investments Pty Ltd and connected person to the CEO of GMI) 
  2. PDMR
b.  Initial notification/ 
Amendment 
Initial notification 
3  Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
a.  Name  Marula Mining plc 
b.  LEI  2138002UCKAEBPYWVT15 
4  Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
a.  Description of the financial instrument, type of instrument 
 
Identification Code 
Ordinary shares of 0.01 pence each 
 
 
ISIN: GB00BNBS4S95 
b.  Nature of the transaction  Warrants extended pursuant to the Warrant Extension 
c.  Price(s) and volume(s) 
Exercise price(s) Volume(s)
  1. 4p
  2. 4p
  1. 1,607,500
  2. 62,500
d.  Aggregated information 

- Aggregated Volume 

- Price 

 N/A
e.  Date of the transaction  31 December 2022
f.  Place of the transaction  London