Marula Mining Plc - Posting of Circular and Notice of General Meeting

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLCATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATE (OR ANY U.S. PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014 (“MAR”) AND ARTICLE 7 OF MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Marula Mining PLC

(“Marula’’ or the “Company”)

16 February 2024

Posting of Circular and Notice of General Meeting

Marula Mining (AQSE: MARU) an African focused mining and development company, is pleased to confirm that, further to the announcement of 8 February 2024, the shareholder circular (the "Circular") providing further details of the Subscriptions (defined below) by AUO Commercial Brokerage LLC, a Dubai incorporated affiliate of Q Global, and notice of General Meeting will be posted to shareholders today.

The Company announced on 31 January 2023 that it had signed a conditional Subscription of Shares Agreement with K2, a wholly owned subsidiary of Q Global, which was first amended on 28 February 2023. On 8 February 2024 the Company announced that it had signed a further amendment to the Subscription of Shares Agreement, in which K2 irrevocably and unconditionally consented to the novation of the entirety of its rights and obligations under the Subscription of Shares Agreement to the Subscriber.

The Subscriber is AUO Commercial Brokerage LLC, a Dubai incorporated affiliate of Q Global, one of South Africa’s leading independent commodity, mining, logistics and investment funds. Under the terms of the Subscription of Shares Agreement, as amended, the Subscriber has conditionally agreed to subscribe for 147,800,000 New Ordinary Shares up to a value of £8,530,000. The Subscriptions are conditional on the Rule 9 Waiver being granted by the Takeover Panel and certain Conditions Precedent (as defined in the Circular). The First Subscription is to be subscribed for at a price of 3.75 pence per Subscription Share and the Further Subscription(s) can be subscribed for at a price of 10 pence per Subscription Share at the option of the Subscriber, in whole or in part. The First Subscription and Further Subscription(s) are conditional on the Rule 9 Waiver being granted and the Conditions Precedents being met or (where applicable) waived. Further details of the proposed Subscriptions are detailed in the Circular.

The Circular contains a Notice of General Meeting to be held at the office of Memery Crystal, 165 Fleet Street, London EC4A on 8 March 2024 at 2.00 p.m. (the "General Meeting"). 

An extract of the Circular is set out below and a copy of the Circular, along with the Form of Proxy, will shortly be available from the Company's website (https://marulamining.com/).

Capitalised and defined terms used in this announcement have the meanings given to them in the Circular which are set out in Appendix 1 below.

Admission and Fundraising Statistics

* Assumes that no other Ordinary Shares are allotted between the date of this Announcement and the date of First Subscription or between the date of the First Subscription and any Further Subscription(s) (as applicable). The Subscriptions are conditional on various matters, including certain Conditions Precedent being met or (where applicable) waived.

# Calculated using the price per ordinary share as at the close of business on 14 February 2024, being the latest practicable date prior to the publication of this Announcement.

Expected Timetable of Principal Events

All of the above timings refer to London time unless otherwise stated. All future times and/or dates referred to in this Announcement are subject to change at the discretion of the Company and Cairn and if any of the above times or dates should change, the revised times and/or dates will be notified by an announcement on RIS.

1.                 Introduction

Marula Mining plc is a Southern and Eastern African focused mining and exploration investment company registered in England and Wales, with company registration number 04228788, and the Company’s shares are admitted to trading on the Apex segment of the Aquis Stock Exchange Growth Market. The Company’s strategy is to identify and invest in advanced and high-value mining projects throughout East, Central and Southern Africa that can deliver rapidly for its shareholders and can be taken through to production and generate positive returns for all stakeholders.

The Company announced on 31 January 2023 that it had signed a conditional Subscription of Shares Agreement with K2, a wholly owned subsidiary of Q Global, which was first amended on 28 February 2023. On 8 February 2024 the Company announced that it had signed a further amendment to the Subscription of Shares Agreement, in which K2 irrevocably and unconditionally consented to the novation of the entirety of its rights and obligations under the Subscription of Shares Agreement to the Subscriber.

The Subscriber is AUO Commercial Brokerage LLC, a Dubai incorporated affiliate of Q Global, one of South Africa’s leading independent commodity, mining, logistics and investment funds. Under the terms of the Subscription of Shares Agreement, as amended, the Subscriber has conditionally agreed to subscribe for 147,800,000 New Ordinary Shares up to a value of £8,530,000. The Subscriptions are conditional on the Rule 9 Waiver being granted by the Takeover Panel and certain Conditions Precedent (as defined in the Circular). The First Subscription is to be subscribed for at a price of 3.75 pence per Subscription Share and the Further Subscription(s) can be subscribed for at a price of 10 pence per Subscription Share at the option of the Subscriber, in whole or in part. The First Subscription and Further Subscription(s) are conditional on the Rule 9 Waiver being granted and the Conditions Precedents being met or (where applicable) waived. Further details of the proposed Subscriptions are detailed in the Circular.

Subject to the Rule 9 Waiver being granted, following the First Subscription and on First Admission, the Subscriber will be interested in 100,000,000 Ordinary Shares, representing approximately 36.9% of the so-enlarged issued share capital of the Company. Subject to all of the Subscription Conditions being satisfied or (where applicable) waived and the Rule 9 Waiver being granted, following completion of any Further Subscription(s) and their corresponding Further Admission(s), the Subscriber would, if it subscribed for the maximum number of New Ordinary Shares pursuant to the Further Subscription(s), be interested in 147,800,000 Ordinary Shares, representing approximately 46.3% of the Enlarged Share Capital of the Company (assuming that no other new Ordinary Shares are issued by the Company in the interim).

Shareholder approval for the Subscriptions and the Rule 9 Waiver will therefore be sought at the General Meeting which is convened for 2:00 p.m. on 8 March 2024 at the offices of Memery Crystal, 165 Fleet Street, London EC4A.

Under Rule 9 of the Code, the issuance of all of the Subscription Shares (which would increase the interest of the Subscriber beyond 30% of the Enlarged Share Capital of the Company) the Subscriber would normally be required to make a mandatory offer to all Shareholders to acquire all of the Ordinary Shares not owned by the Subscriber. The Panel has agreed to waive this obligation subject to approval of Shareholders of the Rule 9 Waiver Resolution. Should Shareholder approval for the Resolutions not be obtained at the General Meeting, all of the Subscriptions will not proceed.

2.                 Background to the Company

 Marula Mining plc is a Southern and Eastern African focused mining and exploration investment company registered in England and Wales, with company registration number 04228788, and the Company’s shares are admitted to trading on the Apex segment of the Aquis Stock Exchange Growth Market. The Company’s strategy is to identify and invest in advanced and high-value mining projects throughout East, Central and Southern Africa that can deliver rapidly for its shareholders and can be taken through to production and generate positive returns for all stakeholders.

The Company intends to capitalise on its knowledge and relationships in the advanced battery business and rare earths sectors principally in Africa to create long term investments with near term production. 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.

The Company is exploring opportunities to admit its shares to trading on the Official List of the FCA and to trading on the standard segment of the Main Market, a market operated by the London Stock Exchange, as well as Kenya’s Nairobi Securities Exchange and South Africa’s Johannesburg Stock Exchange.

As at the date of this Announcement, the Company has interests and investments in the following Projects:

1)       Blesberg Project (South Africa) (100% owned, subject to regulatory approval)

The Blesberg Project is located near the town of Springbok in the Northern Cape Province, South Africa. It is one of the largest known economically mineralised pegmatite deposits and has historically been the largest single source of tantalum in South Africa. The Blesberg Project has operated as a small-scale mining operation intermittently between 1925 and 2003, and while the orebody contains a significant amount of lithium (spodumene), the main minerals extracted and sold at the time were feldspar, mica, and tantalum, with the lithium mineralization either placed in stockpiles or discarded in the surface waste dumps where it remains today.

On 21 April 2022, the Company announced that it could acquire a 5% interest in the mine after having conducted major bulk sampling program, metallurgical test work and process plant design in 2022. As announced on 25 November 2022, the Company has conditionally increased its stake to 100%, subject to receipt of regulatory approvals in South Africa, through a US$1.5 million cash payment to the shareholders of SALT in exchange for outstanding 95% of the share capital of SALT. As at the date of this Announcement, the Company has not yet received regulatory approval for the transaction.

On 7 September 2022 the Company announced the results from the initial sampling and metallurgical test work on material collected from existing stockpiles at the Blesberg Project, demonstrating preliminary assay results with an average grade of between 5.6% and 6.53% Li2O from a one tonne sample. On 7 August 2023, the Company announced that independent sampling and assaying of processed spodumene material at the Blesberg Project had been completed and the results confirmed a high-grade spodumene product with an average grade of between 5.6% and 6.53% Li2O. Following this, further announcements in August 2023 confirmed that the Board had approved an approx. ZAR 26 million (approx. US$1.35M) resource drilling exploration and mine planning program for the Blesberg Project, funded by Q Global Mining (Pty) Ltd, a subsidiary of Q Global, with the cost of the program to be repaid from the funds expected to be received from the Subscriber pursuant to the First Subscription.

On 15 August 2023 the Company announced the appointment of a drilling contractor, PDS Africa Pty Limited, to commence phase one of the planned 2,900 metre resource drilling program at the Blesberg Project, with phase two comprising a further 1,400m diamond drilling of 18 holes on a 25m x 25m drill spacing aimed at increasing the confidence level of a planned maiden JORC Code 2012 compliant Mineral Resource Estimate and further expand and confirm the area of mineralisation to support broader mine development plans. On 6 December 2023, the Company announced that phase one and phase two of the drilling program had been completed and the Company was awaiting the assay results.

As announced on 6 April 2023, 8 August 2023 and 29 August 2023, the Company acquired new mining equipment that will allow it to double its production at the Blesberg Project. A portion of the equipment, specifically the two sensor-based, XRF ore sorting plants, are in the process of being acquired for total consideration of approximately ZAR 40.6 million (£1.7 million) from Q Global Mining (Pty) Ltd (“Q Mining”), a subsidiary of Q Global. The Rados SRF100-8 ore sorter is to be acquired through a series of 36 monthly payments, after which ownership will be transferred to Marula. The Tomra COM XRT 1200 ore sorter acquisition cost of £750,000 is to be repaid from the funds expected to be received from the Subscriber pursuant to the First Subscription. On 12 December 2023, the Company confirmed the early arrival and full installation of the Rados SRF100-8 XRF ore sorter, conveyors, and supporting equipment to the Blesberg Proejct.

On 27 October 2022, the Company announced that it had entered into an agreement with a South African based subsidiary (Southern Jade Resources Pty Limited) of global commodity group Traxys SARL, under which the first US$2.5 million of a US$5 million lithium pre-payment facility had been advanced to the Company for the purchase of two shipments of high-grade ‘run-of-mine’ lithium ore produced from the Blesberg Project. On 31 August 2023, the Company announced that it had signed an agreement for an initial 27.5 tonnes of high-grade spodumene ore to China at a sales price of US$3,000 per tonne, with the material supplied from the existing stockpiles of processed material at the Blesberg Project. On 22 September 2023, the Company announced that the 27.5 tonne shipment was delayed due to a transaction restructure and the termination of the offtake agreement with Southern Jade Resources Pty Limited was confirmed. Traxys Projects LP received 15,714,279 new ordinary shares in the Company at an issue price of 14 pence per share in satisfaction of US$2.5 million prepayment, enabling the Company to proceed with finalising negotiations with global trading groups in Europe and other interested parties for a long-term offtake agreement covering spodumene and lithium products from both the stockpiles and the broader development plans for the proposed open pit mining operations at the Blesberg Project. On 22 December 2023, the Company announced that it anticipates finalising an exclusive marketing and offtake agreement with a major European-based global commodity trading group, securing the sale of 100% of lithium products from the Blesberg Project in early Q1 2024.

As announced on 3 October 2023, the Company entered into binding heads of agreement to acquire a 70% interest in Future Gems Pty Ltd (“FGL”), the holder of the Korridor Lithium Project. The Korridor Lithium Project is located approximately 30km immediately to the west of the Blesberg Project. The Korridor Lithium Project is located on Prospecting Right NC30/5/1/1/2/13112PR, which is valid through to 2028 and extends over 912.65km2.

2)       Nkombwa Hill Niobium, Tantalum, Rare Earth Elements (“REE”) and Phosphate Project (Zambia) (through 25% owned African Prospects)

The Nkombwa Hill Project is a major mineralised carbonate complex located in North-East Zambia. The Company announced on 21 April 2022 that it had entered into heads of agreement with Gathoni Muchai Investments Limited for, amongst other things, an option to acquire an initial 25% interest in the Nkombwa Hill Project in exchange for US$150,000. The Nkombwa Hill Project lies on granted Large Scale Exploration License 27977-HQ-LEL (valid until 27 December 2024), which is held by X-Ram Traws Mining Limited through which the Company holds an indirect interest. On 13 June 2022, the Company announced that it had made the initial payment of US$25,000 as part of the agreement to acquire a 25% legal and beneficial interest in the Nkombwa Hill Project through a staged cash investment of US$150,000 into African Prospects. X-Ram Traws, an 80% owned subsidiary of African Prospects is the holder of the Nkombwa Hill Project licences.

As part of its planned exploration and planned development work, the Company and other Nkombwa Hill Project shareholders will look to convert this licence to a large-scale mining licence to permit mining and processing activities to proceed. As part of this process, an Environmental Impact Assessment and other key technical and economic studies will be undertaken. The Board believes that there is potential for the Nkombwa Hill Project to deliver near term cash flow, with low initial capital costs, through the phased development of the near surface Rare Earth Element ("REE") ore bodies and, subject to further exploration, tantalum and niobium mineralisation into a small-scale mining operation if consent is obtained.

As announced on 27 July 2022, a comprehensive site visit was completed in July 2022 at the Nkombwa Hill Project which was undertaken to allow the Company and its technical consultants to better plan and prepare the proposed exploration and development programs at the Nkombwa Hill Project. During the site visit, the majority of the diamond drill boreholes, completed as part of the previous resource definition program, were located and the differing styles of niobium and tantalum mineralisation were observed along with the phosphate and rare earth element mineralisation identified during previous drill works.

The Company intends to carry out a systematic exploration program to fully assess the phosphate, rare earth elements and tantalum and niobium mineralisation and report Mineral Resources in accordance with the JORC 2012 Code. Marula would then seek to conduct preliminary metallurgical extractive test work to identify the most efficient package to successfully extract the phosphate and REE resources and identify the size and composition of the additional phosphate and rare earth resources.

3)       Kinusi Project (Tanzania) (75% commercial interest)

On 4 October 2022, the Company announced that it had secured a 49% commercial interest in 10 primary licenses (valid until 30 September 2029) located in Kinusi in Mpwapwa District in the Dodoma Region of central Tanzania which extend over a combined area of approximately 91 hectares with eight of the licenses contiguous, through a binding heads of agreement with Takela Mining Limited (“Takela”) in consideration for US$50,000 for costs incurred by Takela and issue of 4,507,500 Ordinary Shares in the Company at a price of 2 pence. Subsequently, on 20 February 2023, the Company announced that it had increased its interest in the Kinusi Project to 75% for total consideration of up to $550,000 through cash and staged equity payments and subject to certain milestones being achieved.

On 20 January 2023, the Company announced the appointment of Geofields Tanzania Limited (“Geofields”) to commence copper exploration work at the Kinusi Project, focusing on small-scale shallow copper mining activities that demonstrated potentially high grade copper mineralisation, as well as over 30 additional surface exposures of copper mineralisation identified from previous work. The work included mapping, sampling, trenching and establishing a comprehensive geological database to advance project development across 10 mining licenses. On 20 February 2023, the Company increased its interest in the Kinusi Project to 75% following its recent site visits which confirmed the high-grade copper mineralisation and potential believed to exist there, particularly with the identification of 30 additional surface exposures of copper mineralisation by Geofields.

On 4 April 2023, the Company reported on its plans to install a copper processing plant at the Kinusi Project. Initial design and capital and operating costs work are underway and to advance the Kinusi Project to production.

The Company subsequently announced on 12 April 2023 that the binding heads of agreements with Takela first announced on 4 October 2022 and 20 February 2023 in respect of the 75% commercial interest in the Kinusi Project and on 17 February 2023 in respect of the 75% commercial interest in the Nyorinyori Graphite Project and the binding heads of agreement with KGIP announced on 30 November 2022 in respect of the 73% interest in the Bagamoyo Graphite Project, had been replaced by formal documentation termed “Commercial Agreements” which set out the terms and obligations of Marula’s investment in each of these projects, including inter alia timelines and milestones to advance the projects through to development and the consideration that is due on each key technical milestone being achieved. The Commercial Agreements were entered into on the same commercial terms and conditions and obligations as those previously agreed to in the binding terms sheets previously signed between the parties and as disclosed in previous announcements by the Company.

On 23 May 2023, the Company provided an update on the Kinusi Project operations which included successful site visits by the Company's management and Takela representatives, progress in setting up processing plant facilities, ongoing metallurgical testing, and equipment sourcing in South Africa. Geological exploration activities were also reported to be underway, with discussions ongoing with global trading commodity groups and community stakeholders regarding project implementation and community programs.

The Company reported another update on 29 June 2023 in relation to the Kinusi Project, stating that initial findings from the exploration work conducted by its geological consultants, Geofields, were promising and Geofields' phase one program confirmed the presence of a copper mineralized corridor extending over 1 kilometer in strike length and 300 meters wide, with high-grade narrow veins estimated to contain approximately 20% to 30% copper-bearing minerals like malachite and azurite.

On 18 August 2023, the Company reported that based on the above phase one exploration activities, Geofields’ estimated an initial exploration target at Kinusi of a 10-15 million tonnes deposit of high-grade copper, gold, and other base metals, with the potential to increase to in excess of 50 million tonnes on completion of definitive resource drilling programs. Following completion of the phase one program at the Kinusi Project, the Company issued 613,876 Ordinary Shares at an issue price of approximately 12.82 pence per new Ordinary Share (based on the 30-day VWAP of the Company’s Ordinary Shares) to Takela in lieu of the US $100,000 in shares owed to Takela on 31 August 2023.

On 24 July 2023 the Company announced a delay to the receipt of assay results for the copper samples taken during the phase one program at the Kinusi Project, due to over 60% of the samples exceeding the upper testing limit of 10,000mg/kg (>1.00% copper) during standard ICP-AES testing. On 5 October 2023, the Company announced the assay results of the copper samples which included an average grade (excluding reference material samples) of 2.68%. A comprehensive geological database incorporating all the mapping and assay results from the phase one program at the Kinusi Project has been prepared by Geofields and is being used by the Company’s Board and management team to finalise the next phase two program of activities at the Kinusi Project.

On 24 August 2023, the Company announced that its processing consultants in South Africa, Amoref Pty Limited completed the construction of an initial modular processing plant for transportation, installation and commissioning on site in Tanzania. As announced on 22 December 2023, transportation of the plant had been delayed due to additional work required. The processing plant will be transported to Tanzania and installed and commissioned on a 28 hectare site that benefits from access to both an existing power and water supply and has direct road access through to port facilities in Dar es Salaam. It is proposed that upon successful commissioning and operation of the processing plant, the Company will look to expand processing capacity based upon the phase 2 program of exploration activities and resource definition drilling work that is to be completed.

4)       Bagamoyo Graphite Project (Tanzania) (73% commercial interest)

On 17 November 2022, the Company entered into binding heads of agreement with Tanzanian mining company, KGIP to secure a 73% commercial interest in the Bagamoyo Graphite Project. The licenses are close to existing graphite mining and exploration activities and provide the opportunity for Marula to secure a major strategic position in Tanzania’s growing graphite exploration and mine sector. The Company will fund all exploration and development costs through to commencement of commercial graphite mining and processing operations.

Upon signing of the agreement, the Company commenced an initial exploration program which was followed by the commencement of exploration activities (mapping, sampling and trenching) launched and announced on 20 January 2023 and on 5 April 2023, the Company announced completion across 18 of the 22 licenses, targeting high-grade, jumbo and large flake graphite mineralisation (“Phase 1 Program”). Upon completion of the Phase 1 Program, Marula will have the option to proceed with further exploration activities and feasibility studies on up to 10 of the licenses (“Phase 2 Program”) subject to completing a payment to KGIP of US$50,000 per license, 50% in cash and 50% through the issue of new Ordinary Shares in the Company. The Phase 2 Program requires minimum expenditure of US$500,000 over a 10-month period and completion of an economic study for the establishment of a commercial graphite mining and processing operation. On completion of the Phase 2 Program, and the Company proceeding with a decision to mine, Marula will make a final payment to KGIP of US$100,000, 50% in cash and 50% through the issue of new Ordinary Shares in the Company.

On 5 April 2023, the Company announced that Geofields had completed the Phase 1 Program of exploration activities and preliminary results observed two graphite trends at the Mihuga and Saadan South Graphite Prospects within the Bagamoyo Graphite Project area, which extend over two kilometres and where several outcrops of graphitic schist and graphitic gneiss occur with large flake sizes visibly observed and were sent to be quantified by accredited laboratory testing in Tanzania.

The Company subsequently announced on 12 April 2023 that the binding heads of agreements with Takela first announced on 4 October 2022 and 20 February 2023 in respect of the 75% commercial interest in the Kinusi Project and on 17 February 2023 in respect of the 75% commercial interest in the Nyorinyori Graphite Project and the binding heads of agreement with KGIP announced on 30 November 2022 in respect of the 73% commercial interest in the Bagamoyo Graphite Project, had been replaced by formal documentation termed “Commercial Agreements” which set out the terms and obligations of Marula’s investment in each of these projects, including inter alia timelines and milestones to advance the projects through to development and the consideration that is due on each key technical milestone being achieved. The Commercial Agreements were entered into on the same commercial terms and conditions and obligations as those previously agreed to in the binding terms sheets previously signed between the parties and as disclosed in previous announcements by the Company.

On 10 August 2023, the Company announced that assay results on the samples taken from the Bagamoyo Graphite Project as part of the Geofields’ Phase 1 Program had been received. The assay results confirmed the high-grade nature of the graphite mineralisation at the Bagamoyo Graphite Project and in particular at the Mihuga Prospect where results of up to 19.71% total graphite content were recorded on the previously identified east-west trending graphite mineralised envelop that extends for approx. 500 metres in strike length and 50 metres in width at surface and is interpreted to extend for two kilometres in strike length and 200 metres in width over six of the granted mining licenses. The Company is working with Geofields on finalising plans for the phase 2 program of exploration activities which will include magnetics, induced polarization, electromagnetic, soil geochemistry and drilling in order to delineate a maiden JORC Code 2021 compliant resource upon which mine planning and feasibility study work will commence. Planning has also commenced with Marula's partner at the Bagamoyo Graphite Project, KGIP to determine the key areas of focus for the phase 2 program which will focus on a sub-set of the 22 granted mining licenses that currently make up the Bagamoyo Graphite Project, ahead of the planned commencement.

5)       Nyorinyori Graphite Project (Tanzania) (75% commercial interest)

On 16 February 2023, the Company entered into binding heads of agreement with Takela to secure a 75% interest in 10 granted graphite licences (valid until 2 February 2030) that make up the Nyorinyori Graphite Project, located in the Simanjiro District, in the Manyara Region of Tanzania, for a total consideration of up to £400,000 through staged equity payments and subject to certain milestones being achieved. The Nyorinyori Graphite Project is considered highly prospective for graphite, with shallow graphite mineralisation observed on the license areas, which are contiguous and extend over a combined area of approximately 81 hectares.

Initial consideration of £100,000 for the interest in the Nyorinyori Graphite Project completed through the issue of 1,333,333 Ordinary Shares in the Company to Takela at a price of 7.5 pence. Three further share-based payments, each of £100,000, will be issued to Takela based on a 30-day volume weighted average price per Ordinary Share at the time of issue and subject to the achievement of key technical milestones including; completion of initial exploration program, resource definition drilling and release of a JORC Compliant Resource statement and a decision to mine being reached by the Company. The Company will be responsible to fund the first US$100,000 of exploration activities and is focused on advancing the Nyorinyori Graphite Project through to completion of a feasibility study and a decision to mine being reached by the Company.

On 4 April 2023, the Company announced that representatives of the Company and Takela completed a technical site visit to the Nyorinyori Graphite Project during which high-grade graphite mineralisation and the presence of jumbo graphite flakes were observed on the granted mining licenses. Several samples were taken for analysis and assay to determine total graphite content grade and flake size with results expected by the end of January 2024.

The Company subsequently announced on 12 April 2023 that the binding heads of agreements with Takela first announced on 4 October 2022 and 20 February 2023 in respect of the 75% commercial interest in the Kinusi Project and on 17 February 2023 in respect of the 75% commercial interest in the Nyorinyori Graphite Project and the binding heads of agreement with KGIP announced on 30 November 2022 in respect of the 73% interest in the Bagamoyo Graphite Project, had been replaced by formal documentation termed “Commercial Agreements” which set out the terms and obligations of Marula’s investment in each of these projects, including inter alia timelines and milestones to advance the projects through to development and the consideration that is due on each key technical milestone being achieved. The Commercial Agreements were entered into on the same commercial terms and conditions and obligations as those previously agreed to in the binding terms sheets previously signed between the parties and as disclosed in previous announcements by the Company.

On 8 August 2023, the Company announced that Geofields had been appointed as its independent geological consultants to commence exploration work at the Nyorinyori Graphite Project following visits in Q2 2023 by representatives of the Company to the 10 granted graphite mining licenses during which time high-grade graphite mineralisation and the presence of jumbo graphite flakes were observed on the granted mining licenses.

On 1 December 2023, the Company announced that Geofields commenced phase 1 exploration work at the Nyorinyori Graphite Project. On 27 December 2023, the Company announced that the phase 1 exploration work had been completed at the Nyorinyori Graphite Project. On 15 January 2024, the Company announced that three new mining licenses had been granted at the Nyorinyori Graphite Project and the Company has issued 450,000 new Ordinary Shares at a price of 13.5 pence per new Ordinary Share to Takela in lieu of consideration for the new mining licenses.

6)       NyoriGreen Graphite Project (75% commercial interest)

On 28 September 2023, the Company announced that its Tanzanian wholly-owned subsidiary, Marula Mining Tanzania Limited (“MMT”), entered into a binding heads of agreement with Tanzanian mining company, NyoriGreen Mining, to secure a 75% commercial interest in 10 granted graphite primary mining licenses that make up the NyoriGreen Graphite Project, located in the Simanjiro District, in the Manyara Region of Tanzania. The NyoriGreen Graphite Project is less than 100 metres from the Nyorinyori Graphite Project.

Initial £125,000 project acquisition costs were completed through the issue of 1,000,000 new ordinary shares at a price of 12.5 pence per new ordinary share. Four further share-based payments, each of £250,000, are to be made to NyoriGreen Mining based on the 30-day VWAP share price of the Company upon achievement of key technical milestones including (i) completion of initial exploration program, (ii) resource definition drilling and release of a JORC Compliant Resource statement, (iii) a decision to mine and (iv) completion of first commercial graphite sales in excess of US$1,000,000. The Company is also responsible to fund US$250,000 of exploration activities which are to be completed to advance the NyoriGreen Graphite Project through to completion of a feasibility study and a decision to mine.

On 1 December 2023, the Company announced that Geofields commenced phase 1 exploration work at the NyoriGreen Graphite Project. On 27 December 2023, the Company announced that the phase 1 exploration work had been completed at the NyoriGreen Graphite Project. On 15 January 2024, the Company announced that four new mining licenses had been granted at the NyoriGreen Graphite Project and the Company has issued 600,000 new Ordinary Shares at a price of 13.5 pence per new Ordinary Share to NyoriGreen Mining in lieu of consideration for the new mining licenses.

Subscriber’s Group

The Company announced on 31 January 2023 that it had signed a conditional Subscription of Shares Agreement with K2, a wholly owned subsidiary of Q Global, which was first amended on 28 February 2023. On 8 February 2024 the Company announced that it had signed a further amendment to the Subscription of Shares Agreement, in which K2 irrevocably and unconditionally consented to the novation of the entirety of its rights and obligations under the Subscription of Shares Agreement to the Subscriber, an affiliate of Q Global. Further details of the Subscription of Shares Agreement, as amended, are set out in the Circular.

The Subscriber is AUO Commercial Brokerage LLC, a Dubai incorporated affiliate of Q Global, being one of South Africa’s leading independent commodity, mining, logistics and investment funds and a company which is ultimately controlled and owned by Mr Quinton Van der Burgh.

              Company’s Group Structure

              As at the date of this Announcement, the Company’s Group structure is as follows:

3.                 The Subscription, Use of Proceeds and Admission

The Subscription

As set out under the Subscription of Shares Agreement, as amended, subject to certain conditions including the Rule 9 Waiver being granted by the Panel and the relevant Subscription Shares being admitted to AQSE or such other exchange to which Ordinary Shares may from time to time be admitted to trading in the UK (“Conditions Precedent”):

• the Subscriber shall subscribe for 100,000,000 New Ordinary Shares at 3.75 pence per New Ordinary Share in consideration for the payment of £3,750,000 to the Company; and

• the Subscriber has the option to subscribe for up to a further 47,800,000 New Ordinary Shares at 10 pence per New Ordinary Share in consideration for the payment of up to £4,780,000 to the Company. In the event that the Subscriber performs services for the Company and, as a result, the Company owes a debt to the Subscriber for services rendered, the Subscriber has, subject to applicable law and the Company’s articles of association, reserved the right to waive any such debt in part payment for New Ordinary Shares allotted pursuant to any Further Subscription(s) by way of a capitalisation of the debt, up to 6.25 pence per New Ordinary Share, with the balance to be paid in cash. Any Further Subscription may be made in whole or in part at any time until 31 December 2026.

Should the maximum number of New Ordinary Shares be subscribed for pursuant to any Further Subscriptions:

• the aggregate consideration payable by the Subscriber to the Company would be £8,530,000; and
• the maximum number of New Ordinary Shares to be issued to the Subscriber by the Company would be 147,800,000 New Ordinary Shares.

Aside from the Rule 9 Waiver being granted by the Panel and approved by Shareholders, the Conditions Precedent are capable of being waived and the date by which any of the Conditions Precedent must be satisfied may be extended, where agreed in writing between the Subscriber and the Company.

Use of Proceeds

The proceeds of the Subscriptions will be used to advance the exploration, geological understanding, resources and reserves as well as the commercial development of, inter alia, the Blesberg Project, the Korridor Lithium Project, the Kinusi Project, the Bagamoyo Graphite Project, the Nkombwa Hill Project, the Nyorinyori Graphite Project and the NyoriGreen Graphite Project as well as general corporate expenses.

Certain proceeds of the Subscription will be used to repay loans used to fund the following workstreams and assets announced by the Company:

 The Company intends to use the remaining balance of up to £4.68 million proceeds of the Subscription to accelerate development of the Company’s portfolio of advanced battery metals mining projects in Africa.

Admission

Application will be made for the New Ordinary Shares to be admitted to trading on the AQSE Growth Market or such other exchange to which Ordinary Shares may from time to time be admitted to trading in the UK following allotment of any New Ordinary Shares pursuant to the Subscription of Shares Agreement, as amended. It is expected that First Admission will become effective and dealings in the New Ordinary Shares allotted pursuant to the First Subscription will commence at 8.00 a.m. on 15 March 2024. It is expected that each Admission of New Ordinary Shares pursuant to any Further Subscription(s) will become effective and dealings in New Ordinary Shares on the AQSE Growth Market or such other exchange to which Ordinary Shares may from time to time be admitted to trading in the UK will commence as soon as practicable following completion of any such Further Subscription(s).

Should Shareholder approval of the Resolutions not be obtained at the General Meeting, the Subscriptions, and   therefore First Admission and any Further Admission(s), will not proceed.

4.                 Co-Development Agreement

On 15 February 2023, the Company and K2 entered into the Co-Development Agreement to govern their ongoing relationship in relation to the Projects. The Co-Development Agreement was novated by K2 to the Subscriber on 8 February 2024. The Co-Development agreement outlines the technical and strategic support to be provided by the Subscriber and its associated persons or the accelerated development of Marula's mining projects in Africa and allow the Subscriber and its associated persons to participate directly in the co-development of Marula's current and future projects.

5. Relationship Agreement

On 15 February 2023, the Company, Cairn and K2 entered into a relationship agreement to regulate the Company’s relationship with the Subscriber’s Group. The Co-Development Agreement was novated by K2 to the Subscriber on 8 February 2024.

6.                 Nominated Director

As announced on 31 January 2023, in recognition of the Subscriptions 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 to the Board, who are expected to serve as Non-executive Chairman and as non-executive Director, respectively. 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 Cairn, in accordance with its obligations under the AQSE Apex Rulebook.

In accordance with this, Mr Quinton van der Burgh, Q Global’s Chief Executive Officer, is proposed to be appointed as Non-executive Chairman of the Board of Directors from admission of the Company’s Ordinary Shares to the Official List of the FCA and to trading on the standard segment of the Main Market of the London Stock Exchange. Upon Mr Quinton van der Burgh's appointment to the Board, Richard Lloyd will transition from Executive Chairman to Executive Director.

7.                 Right of first refusal granted to the Subscriber

In the event that the entirety of the Subscription Shares are allotted to the Subscriber and where Subscriber holds 51% or more of the Ordinary Shares, the Company shall take reasonable steps to offer the Subscriber a right of first refusal in respect of any proposed new issue of Ordinary Shares that if issued to any other person, corporation or other entity would dilute the Subscriber below its holding of 51% of the Ordinary Shares. Notwithstanding the above, the Company may make issuances to directors and employees under option plans or other incentivisation plans.

8.                 Interests in Ordinary Shares

The Subscriber does not hold any Ordinary Shares in the Company. The Subscriber’s shareholding in the Company following completion of each of the Subscriptions is detailed below:

* Assumes that no other Ordinary Shares are allotted between the date of this Announcement and the date of First Admission, or between the date of First Admission and the date of any Further Admission (as applicable).

# Assumes that the Subscriber has subscribed for the maximum number of New Ordinary Shares capable of subscription pursuant to the Further Subscription(s).

9.                 Takeover Code and Rule 9 Waiver

The Takeover Code (the “Code”) applies to Marula Mining plc (the “Company”). Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Immediately following First Admission, the Subscriber will be interested in 100,000,000 shares, representing 36.9% of the voting rights of the Company, assuming that no further Ordinary Shares have been allotted between the date of this Announcement and the date of First Admission. In the event that the Subscriber subscribes for the maximum number of New Ordinary Shares capable of subscription pursuant to the Further Subscription(s), the Subscriber will be interested in 147,800,000 shares, representing 46.3% of the voting rights of the Company, assuming that no further Ordinary Shares have been allotted between the date of First Admission and the date of any Further Admission.

A table showing the interest in shares of the Subscriber following completion of each of the Subscriptions is set out below.

* Assumes that no other Ordinary Shares are allotted between the date of this Announcement and the date of First Admission, or between the date of First Admission and the date of any Further Admission (as applicable).

# Assumes that the Subscriber has subscribed for the maximum number of New Ordinary Shares capable of subscription pursuant to the Further Subscription(s).

Following First Admission, the Subscriber will be interested in shares carrying more than 30% of the voting rights of the Company but will not hold shares carrying more than 50% of the voting rights of the Company. Any increase in the Subscriber’s interest in shares will be subject to the provisions of Rule 9.

Whether or not the Rule 9 Waiver is approved, the Subscriber will not be restricted from making an offer for the Company.

The Panel has agreed to waive the obligation to make an offer that would otherwise arise on the Subscriber under Rule 9 as a result of the Subscriptions, subject to the approval of Shareholders. Accordingly, Resolution 1 is being proposed at a general meeting of the Company and will be taken on a poll. All Shareholders are considered independent in respect of Resolution 1.

10.             Information on and intentions of the Subscriber

              Information on the Subscriber is set out in the Circular.

 The Subscriber has confirmed that it has no intention of making any changes in relation to:

a)       the business of the Company (including its research and development functions);

b)       the continued employment of employees and management of the Company (including any material changes in conditions of employment or in the balance of the skills and functions of the employees and management);

c)       the strategic plans, including repercussions on employment, the locations of the Company’s places of business including any headquarters;

d)       the deployment of the Company’s fixed assets;

e)       the maintenance of the Company’s existing trading facility on AQSE; and

f)        employer contributions into the Company’s pension schemes, the accrual of benefits for existing members and the admission of new members.

The Directors and the Subscriber are of the view that the Subscriptions will assist the Company in developing its long-term commercial and strategic plan of accelerating development of the Company’s portfolio of advanced battery metals mining projects in Africa.

In providing their recommendation, the Directors have taken into account the above statements of intention of the Subscriber with respect to the future operations of the business and the fact that no changes are proposed.

11.             Resolutions proposed for consideration at the General Meeting

A notice convening a General Meeting of the Company to be held at the offices of Memery Crystal at 165 Fleet Street,  London EC4A 2DY on 8 March 2024 at 2.00 p.m. is set out in the Circular. The purpose of the General Meeting is to seek Shareholders’ approval for the following resolutions:

Resolution 1 – Rule 9 Waiver approval

Resolution 1 relates to the Rule 9 Waiver. The Rule 9 Waiver will not proceed if Resolution 1 is not passed by Shareholders. Resolution 1 will be proposed as an ordinary resolution and seeks the approval of the Shareholders to waive the obligation on the Subscriber to make an offer to the Shareholders pursuant to Rule 9 of the Takeover Code as a result of the allotment to the Subscriber of up to 147,800,000 Ordinary Shares under the Subscription of Shares Agreement, as amended, as described above.

Resolution 2 – Authority to allot Ordinary Shares

Resolution 2 will be proposed as an ordinary resolution to generally and unconditionally authorise the Directors for the purposes of section 551 of the Act to exercise all the powers of the Company to allot Ordinary Shares and grant rights to subscribe for or to convert any security into Ordinary Shares pursuant to the Subscription of Shares Agreement up to a maximum nominal amount of £14,780 and that, unless previously revoked, varied or extended, this authority shall expire on the fifth anniversary of the date of the passing of this resolution. This authorisation shall be in addition and supplemental to all existing and unexercised authorities and powers granted to the Directors prior to the date of this resolution in accordance with section 551 of the Act. Resolution 2 shall be subject to and conditional on the passing of Resolution 1 and Resolution 3.

Resolution 3 – Authority to allot Ordinary Shares for cash

Resolution 3 will be proposed as a special resolution to authorise the Directors to allot Ordinary Shares (as defined in section 560(1) of the Act) for cash, pursuant to the authority of the Directors under section 551 of the Act conferred by Resolution 2, as if section 561(1) of the Company Act 2006 did not apply to such allotment, provided that this power shall be limited to the allotment of Ordinary Shares up to a maximum nominal amount of £14,780 and that, unless previously revoked, varied or extended, this power shall expire on the fifth anniversary of the date of the passing of this resolution. This authorisation shall be in addition and supplemental to all existing and unexercised authorities and powers granted to the Directors prior to the date of this resolution in accordance with section 570(1) of the Act. Resolution 3 shall be subject to and conditional on the passing of Resolution 1 and Resolution 2.

12.             Action to be taken

The Notice of General Meeting is set out in the Circular.

A Form of Proxy for use at the General Meeting is enclosed with the Circular. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post so as to be received by the Registrar not later than 2.00 p.m. on 6 March 2024.

13.             Recommendation

The Directors, having been so advised by Cairn Financial Advisers LLP on the Proposals, consider the terms of the Rule 9 waiver and the maximum controlling position that the Proposals will create and the effect that the Proposals will have on Shareholders generally, to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. In providing its advice to the Directors, Cairn has taken account of the Directors’ commercial assessments.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do so in respect of their own beneficial shareholdings being 20,061,250 Ordinary Shares representing approximately 11.7 per cent. of the Company’s current issued share capital.

The Subscriber does not currently hold an interest in the Ordinary Shares in the Company. The Subscriber’s interest in shares would (assuming no other allotments of Ordinary Shares) increase to 147,800,000 New Ordinary Shares in the Company, representing 46.3% of the issued share capital and voting rights of the Company as a consequence of the issue of all of the Subscriptions. Any increase in the Subscriber’s aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 of the Takeover Code. The Subscriber will not be precluded from making an offer for the entire issued share capital of the Company.

Yours faithfully,

Jason Brewer

Chief Executive Officer

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; the Blesberg Lithium and Tantalum Mine and Korridor Lithium Project in South Africa, the Kinusi Copper Mine, the Nyorinyori Graphite Project, the NyoriGreen Graphite Project and the Bagamoyo Graphite Project all in Tanzania and the Nkombwa Hill Project in Zambia. 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 the London Stock Exchange plc’s Standard List, Kenya’s Nairobi Securities Exchange and South Africa’s Johannesburg Stock Exchange. 

For enquiries contact:

Caution

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified 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 reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Appendix I

Definitions

The following definitions shall apply throughout this Announcement unless the context requires otherwise: