Marula Mining PLC - Tonto Tshipi Update and Proposed Acquisition

Marula Mining PLC

("Marula'' or the "Company")

11 February 2026

Tonto Tshipi Update and Proposed Acquisition

Marula Mining PLC (AQSE: MARU A2X: MAR) an African focused mining and development company, is pleased to announce that through its wholly owned South African subsidiary, Muchai Mining South Africa Proprietary Limited ("MMSA"), it has entered into a binding term sheet ("Term Sheet") with South African company Infirnity Resource Group (Pty) Limited ("IRG"), which sets out the terms on which the Company can acquire an initial 50% (the "Initial Interest") with an option to increase this interest up to 70%, in a newly incorporated Special Purpose Vehicle ("Tonto Tshipi Minerals SPV").

The Tonto Tshipi Minerals SPV will hold the Mining Right NW30/5/2/2/476, compromising the farms Swartkopfontein 7KO and Sechelis Oude Stad 6KO, and the fully permitted and operation ready Derdepoort Manganese Mine and associated processing plant.

The Mining Right covers an area of 912.97 hectares and is located in the district of Mankwe, Zeerust, North West Province, South Africa.

This proposed acquisition of interest in Tonto Tshipi Minerals SPV consolidates Marula's position in the region, following the Company's announcement on 24 November 2025 regarding the acquisition of majority interests in the adjoining Tonto Tshipi Manganese Mine.

The Derdepoort Manganese Mine is fully permitted and benefits from infrastructure, mine support services and the manganese processing plant on site and which is configured for primary crushing and screening, wet washing and scrubbing, size classification, gravity separation and controlled milling.

Independent metallurgical test work undertaken by Mintek and the University of Natal indicates that the near-surface manganese ores respond well to beneficiation, enabling the production of medium- to high-grade manganese products suitable for chemical and specialist markets. The plant includes dedicated product stockpiling and load-out facilities and is scalable to support planned increases in production throughput from current levels to targeted expanded production rates.

A 2023 Competent Person's Report, prepared in accordance with the JORC Code (2022), confirmed Measured, Indicated and Inferred Mineral Resources across the Derdepoort mining blocks and delineates Proven Ore Reserves of approximately 4.38 million tonnes ("Mt") of manganese ore average grade of 34.78 % Manganese Oxide ("MnO").

Manganese mineralisation in the mining right occurs as shallow dipping, stratabound horizons hosted within the Polo Ground Member of the Pretoria Group of the Transvaal Supergroup and laterally extensive.

Under the terms of the Agreement, on execution of the Term Sheet;

(i)            Marula will issue fully paid ordinary shares valued at £1,000,000 at a price of 5 pence per share to IRG, being 20,000,000 new ordinary shares ("First Tranche");

(ii)           Within 5 business days, Marula and MMSA will provide £1,000,000 to fund initial working capital to commence mining operations which are expected to produce a minimum of 5,000 tonnes of saleable manganese ore by 28 February 2026;

(iii)          A cash fee of £1,000,000 will be payable by Marula and MMSA to IRG on completion of due diligence or within 30 days of execution, which at Marula's election can also be satisfied by the issue of fully paid ordinary shares in the Company to the value of £1,000,000 at a price of 5 pence per share;

(iv)         Upon completion of a bankable feasibility study targeting 1,000,000 tonnes per annum of saleable manganese ore over an initial 10 years, or when Marula deems the Project viable, a £9,000,000 cash fee will be payable by Marula and MMSA to IRG, at Marula's option satisfied in shares at a 30-day volume weighted average price per share ("VWAP"); and

(v)          Marula and MMSA have also agreed to fund 100% of additional exploration and development costs over the next 12 months with a minimum budgeted expenditure of £2,000,000 to complete a bankable feasibility study including resource mapping, geophysical surveys, process mineralogy, mine development, mining licence applications and detailed feasibility study work.

Marula retains the right to acquire an additional 20% interest in the Tonto Tshipi Minerals SPV, increasing its total interest to 70%, subject to a cash fee of £100,000 to IRG, and which may be satisfied by the issue of fully paid ordinary shares in the Company to the value of £100,000 at a 30-day VWAP share price.

Completion of the acquisition of the 50% interest in Tonto Tshipi Minerals SPV is subject to completion of standard legal and financial due diligence by the Company, incorporation of the SPV in South Africa, and obtaining required regulatory approvals.

The Company is in discussions with two parties, including a global commodity trading group and a major steel company, through which it is negotiating aggregate debt funding of US$2.25 million through a prepayment of manganese deliveries. The Company had expected to have completed this by the end of December 2025, however it was delayed in its negotiations. This funding is proposed to cover the costs associated with the acquisition and commencement of mining and processing operations. In the event that this funding is not advanced in a timely manner in accordance with the Term Sheet, the Company will look to both renegotiate the terms and / or not proceed with the acquisition of interest in Tonto Tshipi Minerals SPV.

Tonto Tshipi Update

As previously announced on 24 November 2025, the Company had targeted the commencement of conventional open-pit mining by mid-December 2025 at the Tonto Tshipi Manganese Mine and production of approximately 1,000 tonnes of run-of-mine manganese ore by 20 December 2025, utilising the existing processing plant.

The Company confirms that these timelines have been delayed due to ongoing negotiations relating to the acquisition of the Derdepoort Manganese Mine and processing plant and associated assets. The Directors believe that mining and processing activities could commence in February 2026, with Marula committed to ramping up production in line with operational targets.

Manganese remains a critical metal in the global shift to a low-carbon economy, playing a key role in the production of battery-grade materials for electric vehicles and renewable energy storage. The Tonto Tshipi Project positions Marula to contribute directly to this energy transition by supplying high-quality manganese to meet growing demand for sustainable technologies.

Admission

Application has been made for 20,000,000 new ordinary shares to be admitted to trading on the Aquis Stock Exchange Growth Market ("Admission") on or around 17 February 2026 as a result of the First Tranche issuance. The Company's ordinary shares remain suspended from trading.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 360,478,204 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 360,478,204. 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.

Jason Brewer, CEO of Marula Mining Plc, said:

"This transaction represents a significant step forward in Marula's strategy to build a scalable manganese portfolio in South Africa.

"The combination of an established resource and reserve base, existing processing infrastructure, favourable mining characteristics and significant exploration upside positions the Company to expand production while maintaining a low-cost operating profile.

"This consolidation of these assets in the region provides Marula with potential operational leverage and a pathway to production.  We look forward to finalising due diligence and the establishment of the Tonto Tshipi Minerals SPV, enabling the Company to advance site activities and progress the project towards production."

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 A2X: MAR) is an African focused battery metals investment and exploration company and has interests in several high value mining operations and mine development projects in Africa: the Blesberg Lithium and Tantalum Mine, Northern Cape Lithium and Tungsten Project and the  Tonto Tshipi Manganese Mine, all in South Africa; the Boteti Lithium Brines Project in Botswana; the Larisoro Manganese Mine and Kilifi Manganese Processing Operation both in Kenya; the Kinusi Copper Mine, the Nyorinyori Graphite Project and the NyoriGreen Graphite Project all 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 AQUIS Stock Exchange (AQSE) in London and A2X Markets in South Africa. Marula is exploring opportunities to admit its shares to trading on Kenya's Nairobi Securities Exchange and South Africa's Johannesburg Stock 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 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.