Marula Mining Plc - Partnership with Q Global Commodities Group

Marula Mining PLC

 (“Marula’’ or the “Company”)

31 January 2023

Investment and Co-Development Partnership with Q Global Commodities Group

Marula Mining (AQSE: MARU) an African focused mining and development company, announces that further to the announcement made on 5 January 2023, the Company has signed a conditional Subscription Agreement, and is finalising a Co-Development Agreement and Relationship Agreement (together the “Investment Agreements”) with K2020273872 (South Africa) Proprietary Limited (the “Subscriber”), a wholly owned subsidiary of Q Global Commodities Group (“Q Global”), one of South Africa’s leading independent commodity, mining, logistics and investment funds.

Under the terms of the Investment Agreements, it is proposed that Q Global will subscribe for up to £3.75 million through the issue of up to 100,000,000 new ordinary shares of 0.01 pence each (“Ordinary Share”) in the Company at a price of 3.75 pence per new Ordinary Share through a staged equity investment across five equal tranches of £0.75 million.

Q Global will also provide broad technical, financial and strategic support to the Company as it seeks to accelerate its battery metals focused strategy in Africa and participate directly through the co-development of projects secured and identified by the Company.

As part of the Investment Agreements, it is proposed that Mr Quinton van der Burgh, Q Global’s CEO and one of South Africa’s leading mining entrepreneurs, will be appointed Chairman of the Board of Directors, subject to completion of all normal regulatory approvals and proposed dual listing of its shares to trading on AIM, the market operated by the London Stock Exchange Group plc.

The Investment Agreements are conditional upon, amongst other things, a Rule 9 Waiver being obtained in accordance with the City Code on Takeovers and Mergers and shareholder approval at a forthcoming general meeting (“General Meeting”) of the Company.

Investment Agreements

The Company has signed a Subscription Agreement, Co-Development Agreement and Relationship Agreement with the Subscriber, a wholly owned subsidiary of Q Global, prior to the initial subscription.

Under the terms of the Subscription Agreement, a subscription of up to £3.75 million through the issue of up to 100,000,000 new Ordinary Shares in the Company at a price of 3.75 pence per new Ordinary Share is to be made through a staged equity investment across five equal tranches.

The initial tranche of £0.75 million has already been advanced by Q Global to lawyers in South Africa and is to be released upon receipt of all necessary regulatory approvals in South Africa and the UK.

The four other tranches will be advanced upon each of the following milestones being met:

• Commencement of resource definition drilling at the Blesberg Lithium and Tantalum Mine 

• Commencement of resource and exploration drilling at the Kinusi Project and Bagamoyo Graphite Project in Tanzania 

• Receipt of the initial resource drilling results at the Blesberg Lithium and Tantalum Mine to Q Global’s satisfaction 

• Receipt of the initial resource drilling results at the Kinsui Project and the Bagamoyo Graphite Project to Q Global’s satisfaction 

In addition to the Subscription Agreement, the Company is finalising a Co-Development Agreement and Relationship Agreement with K2020273872 (South Africa) Proprietary Limited with both agreements expected to be signed shortly.

The Co-Development Agreement sets out the broad technical and strategic support that is to be provided to the Company by Q Global to allow the accelerated development of its current portfolio of mining projects in Africa. The Co-Development Agreement further provides the opportunity for Q Global to participate directly through the co-development of the Company’s current projects and new projects identified by the Company.

The Relationship Agreement sets out the terms of the relationship between Q Global, the Company and  the Company’s AQSE Corporate Adviser. Under the Relationship Agreement, among other things, Q Global undertakes to act for the benefit of the shareholders of the Company as a whole, to conduct transactions between itself and the Company on an arms-length basis and to not unduly or improperly influence the running of the Company.

Rule 9 Waiver

The Subscription Agreement is conditional upon, amongst other things, a Rule 9 Waiver being obtained in accordance with the City Code on Takeovers and Mergers and shareholder approval at a forthcoming general meeting (“General Meeting”) of the Company.

At the General Meeting, a resolution will be proposed to approve the waiver by the Panel on Takeovers and Mergers of the obligation which would otherwise apply to the Subscriber to make a general offer under Rule 9 of the Takeover Code resulting from the voting rights in the Company acquired as a result of the subscription.

A further announcement will be made in due course.

Nominated Director

In recognition of the Investment Agreements and substantial shareholding that Q Global will hold in the Company, Q Global shall have the right, effective from the time at which Q Global controls a minimum of 20% of the Ordinary Shares in the Company, to nominate two persons for appointment as Chairman and as non-executive Director on the Board. This right shall continue for so long as Q Global holds 20% or more interest in the voting rights in the share capital of the Company, and the appointment of any such nominee is subject only to approval by the Company’s AQSE corporate adviser, in accordance with its obligations under the AQSE Access Rulebook.

In accordance with this, Mr Quinton van der Burgh, Q Global’s CEO is proposed to be appointed Chairman of the Board of Directors.

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.

Jason Brewer, Marula Mining PLC CEO said:

"I am delighted to see Marula Mining continuing to strengthen its partnerships and this partnership with Q Global is transformative and means we can accelerate and further develop the assets we have and invest in further assets that we have identified, as part of our strategy.

“I believe the investment by Q Global effectively removes funding risk from advancing our projects and allows us to move quickly and start to realise the full potential of our current and future projects. We can accelerate all our projects, from completion of resource drilling through to mine site development with the broad technical, financial and strategic support from Q Global and Quinton.

“We believe this partnership has many synergies, one of note is our alignment on all things ESG related. Q Global share the same vision as us as we continue delivering our strategy of investing in and developing green transition metal mining assets across Africa.

“Under Quinton’s leadership, Q Global has established itself as one of South Africa’s leading mining and metals investment funds and with global networks in mining finance and the marketing and sales of commodities. To be in partnership with such a group is a major milestone for the Company and one I believe will be of significant value to its shareholders.

“With Q Global and Quinton, we now have the ability to implement our exploration plans, resource drilling programs, feasibility studies and development work across our projects. Through strengthened financial and marketing relationships, I believe we can now look to establish Marula as a profitable producer of critical metals and commodities that are of increasing strategic importance to modern technologies and the global economy."

Quinton van der Burgh, Q Global Commodities CEO said:

“With over 19 years’ mining experience, I believe I can add a lot of value to Marula.

“I have developed over 47 projects to mining stage, have run two large-scale mining companies and currently have 9 mines under my management. Q Global has the network to open international partners for sales and marketing and we intend to fund the Company through the Investment Agreements to realise the value of the assets.

“We want to ensure that Marula continues to grow and provide positive returns for shareholders. After careful due diligence, we believe Marula has potential and we intend to assist the Company in meeting its growth targets.

“Renewables are a very exciting space to be moving into and it’s through joint ventures that Q Global is able to do so, whilst at the same time expanding our commodities portfolio.”

About Q Global

Q Global has established itself as one of South Africa’s leading independent commodity, logistics and investment funds. Through equitable partnerships and acquisitions, Q Global has expanded its operations by acquiring strategic resources to supplement its current operations while developing new projects.

The wellbeing of the communities surrounding our mines is always of paramount importance to Q Global. Q Global make sure to upskill our community members and provide better infrastructure such as access to clean drinking water in their communities. Hence compliance with applicable legislation is a top priority in all areas of Q Global operations in its efforts to minimise its operations impact on life and the environment.

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. As we advance operations at these battery metals focused projects, Marula will continue to build and expand its interests in other high-quality projects in Africa.

Marula’s 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 traded 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 Group plc, and Kenya’s Nairobi Securities Exchange.

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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.