Marula Mining PLC - B-BEE transactions with SSC Group

Marula Mining PLC

("Marula'' or the "Company")

29 October 2026

Broad-Based Black Economic Empowerment Transactions and Strategic Partnership with SSC Group

Marula Mining PLC (AQSE: MARU | A2X: MAR), an African-focused mining and development company, is pleased to announce that Marula, its wholly owned South African subsidiary Muchai Mining SA (Pty) Ltd ("MMSA"), Southern African Lithium and Tantalum Mining (RF) (Pty) Ltd ("SALT"), Northern Cape Lithium and Tungsten (Pty) Ltd ("NCLT") and Siyakhula Sonke Empowerment Corporation (Pty) Ltd ("SSC") have entered into a Memorandum of Agreement in respect of Broad-Based Black Economic Empowerment ("B-BBEE") transactions relating to SALT's  Blesberg Lithium and Tantalum Mine ("Blesberg") and the NCLT Tungsten Project.

The transactions are intended to give effect to the South African B-BBEE framework and the Mining Charter, 2018, ("Mining Charter") and to support meaningful participation by historically disadvantaged persons, employees and local host communities in the Company's South African mining interests.

B-BBEE Transactions

Under the terms of the agreements:

·      MMSA will transfer 30% of its shareholding in SALT to a newly established SALT B-BEE company for a provisional total purchase price of ZAR300,000,000;

·      MMSA will transfer 30% of its shareholding in NCLT to a newly established NCLT B-BEE company for a provisional total purchase price of ZAR200,000,000;

·      following completion, MMSA will hold 70% of each of SALT and NCLT, with the relevant B-BEE company holding the remaining 30%;

·      each B-BEE company will be established with SSC or its nominee holding 66.66%, an employee empowerment trust holding 16.67% and a community empowerment trust holding 16.67%;

·      the purchase prices will be funded through loan agreements to be provided by MMSA and/or Marula to the relevant B-BEE companies; and

·      completion remains subject to, among other matters, authorisations, establishment of the B-BEE companies, completion of SSC's due diligence on SALT and NCLT, execution of definitive Sale of Shares and Loan Agreements and the receipt of Section 11 consent from the Minister of Minerals and Petroleum Resources. The purchase prices are provisional and may be adjusted, by written agreement of the parties, following SSC's due diligence.

Once issued, the Mining Right applied for over Blesberg (application reference NC 30/5/1/2/2/10245 MT is expected to extend over the full 1,051 hectares ("ha") Blesberg licence area, replacing the two-year Mining Permit announced in August 2024 that extended over a 5ha area. The approval and issuance of the Mining Right would represent a major milestone for Blesberg and would allow the Company's subsidiary SALT to expand its planned operations beyond the re-processing of historical stockpiles to include the development of a large-scale conventional open pit mining operation focused on the lithium, tantalum, niobium and feldspar mineralisation contained within the pegmatite.

The proposed ownership structure is aligned with Section 100(2)(a) of the Mineral and Petroleum Resources Development Act, 2002, the Mining Charter, 2018, and the requirement for a minimum 30% B-BEE shareholding in new mining rights. The structure provides for participation by B-BEE entrepreneurs through SSC or its nominee, together with non-transferable carried interests for qualifying employees and host communities through the relevant employee and community empowerment trusts.

The establishment of the Community Empowerment Trusts follows consultations and information sessions conducted with affected host communities in relation to their participation framework. These consultations are intended to align with the Mining Charter guidelines and applicable Department of Trade, Industry and Competition requirements relating to the use of trusts for B-BBEE compliance in the mining sector.

Marula remains committed to ensuring that relevant stakeholders are appropriately informed and engaged as the B-BBEE structure is finalised. Through transparent communication and collaboration with SSC, employees and host communities, the Company aims to support equitable development, empowerment and long-term participation in the communities in which it operates.

Under the agreed governance arrangements, the Boards of SALT and NCLT are expected to comprise five Directors each, with three Directors representing MMSA and two Directors representing the relevant B-BEE company. The Memorandum of Incorporation for each of SALT and NCLT is expected to reflect these arrangements, together with agreed restrictions on the sale or encumbrance of B-BEE company shares and a 75% voting threshold for special resolutions.

The Company believes the transactions will establish an appropriate long-term ownership and operating structure for both projects as they progress through the next stages of development.

The Loan Agreements are expected to be settled through the application of 80% of the free cash flow distributed to each BEE company from the relevant project, with the remaining 20% of such free cash flow available to be distributed as a trickle dividend to the relevant BEE company.

SSC, MMSA and Marula will collectively manage SALT, NCLT and the projects, and Marula and the SSC Group will collectively pursue funding for the projects. The SSC Group will also have the right of first refusal to provide administrative, exploration, mining, and mine services to SALT and NCLT on agreed and preferential  terms to the Mine and Projects. SSC has agreed not to sell its shareholding in either B-BEE company for five years from signature of the Memorandum of Agreement, and any later sale will require reasonable consent of MMSA and Marula, which retains a right of first refusal.

Wider Strategic Cooperation with the SSC Group

In addition to the B-BBEE transaction, Marula and SSC intend to co-operate more broadly across the Company's operations in South Africa.

This co-operation is expected to include the utilisation of SSC's corporate infrastructure and, where appropriate, the specialist capabilities and services available through SSC Group companies.

Areas of cooperation are expected to include:

·      drilling and associated mining services;

·      mining and processing of historical waste dumps;

·      tailings mining and reprocessing;

·      mining operational support;

·      utilisation of corporate and administrative infrastructure; and

·      other technical and operational services that may be required as SALT and NCLT advance.

SSC is expected to participate actively through management representatives in the strategic and operational direction of the South African project companies, while also supporting the implementation of the approved prospecting work programmes and, where applicable, mining work programmes at commercially competitive rates.

The wider relationship is intended to provide Marula with access to established South African corporate, operational and technical capabilities and to support the accelerated development of the Company's South African projects.

Board Representation

As part of the wider relationship with SSC, the Company intends to appoint Fred Arendse, SSC's authorised representative under the Memorandum of Agreement, to the Board of Marula.

The proposed appointment is subject to the satisfactory completion of the Company's and its advisors' customary Due Diligence procedures and completion of the B-BBEE transactions, including the establishment of the B-BEE companies and receipt of the required regulatory approvals.

A separate announcement in relation to the proposed appointment of Fred Arendse, including the required regulatory disclosures, will be made in due course.

Jason Brewer, CEO of Marula Mining, said:

"This transaction is about significantly more than satisfying an ownership requirement. It is intended to establish a broad strategic relationship through which Marula can draw upon SSC's South African infrastructure, technical capabilities and operating experience as we advance SALT and NCLT.

We see considerable opportunities for cooperation across drilling, mining, waste dump and tailings treatment and processing, together with wider corporate and operational support.

Establishing strong South African partnerships is central to the manner in which we intend to develop our projects, and we believe this relationship has the potential to deliver significant strategic and operational benefits as our activities in the country expand."

SSC Group's Founder and Chief Executive Officer, Fred Arendse said:

"This partnership with the entrepreneurial focused Marula Mining PLC puts real ownership, and real operational responsibility, in the hands of South Africans. Through the employee and community trusts, employees and host communities in the projects surrounding areas will share directly in the value that the Blesberg and NCLT Projects create. As an active shareholder, SSC Group will help run the projects, bringing drilling and mining services, technical expertise and our corporate infrastructure to move these projects forward quickly and responsibly. Shared ownership and hands-on delivery go together, and that is how empowerment creates lasting value."

The Directors of Marula are responsible for the contents of this announcement.

ENDS

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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 critical mineral mining operations and mine development and exploration projects in East and Southern Africa. 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, 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.

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.