Further re Funding Arrangement with Q Global Commodities

Marula Mining PLC

(“Marula’’ or the “Company”)

8 February 2024

Further re Funding Arrangement with Q Global Commodities

Marula Mining (AQSE: MARU) an African focused mining and development company, announces that further to the announcements on 31 January 2023 and 16 February 2023, regarding an investment and co-development partnership with Q Global Commodities Group (“Q Global”), the Company has entered into an addendum to the £3,750,000 conditional subscription agreement with K2020273872 (South Africa) Proprietary Limited (the “Subscription Agreement”). K2020273872 is a wholly owned subsidiary of Q Global, one of South Africa’s leading independent commodity, mining, logistics and investment funds.

Under the terms of the Subscription Agreement prior to the recent addendum, K2020273872 had agreed to subscribe for up to £3.75 million through the issue of up to 100 million new ordinary shares of 0.01 pence each (“Ordinary Share”) in the Company at a price of 3.75 pence per new Ordinary Share, with the funds to be used to accelerate development of the Company’s portfolio of advanced battery metals mining projects in Africa.

The Subscription Agreement has been amended with the subscription now being advanced through AUO Commercial Brokerage LLC (“AUO” or the “Subscriber”, an affiliate of Q Global incorporated in Dubai, which is ultimately controlled and owned by Mr. Quinton Van der Burgh), as the new Subscriber and a new party to the Subscription Agreement. In addition, the Subscriber has the option to subscribe for up to a further £4.78 million through the issue of 47,800,000 new Ordinary Shares at a price of 10 pence per new Ordinary Share. Any subscriptions can be made in whole or in part at any time by the Subscriber until 31 December 2026. 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 reserved the right to waive any such debt in part payment for New Ordinary Shares allotted pursuant to any further subscription(s), up to 6.25 pence per new Ordinary Share, with the balance to be paid in cash.

The amended Subscription Agreement contains standard terms and conditions. In addition, in the event of AUO following the subscription for the entirety of the 147,800,000 new ordinary shares, and where AUO holds 51% or more of the Ordinary Shares of the Company’s issued share capital, the Company will take reasonable steps to offer AUO a right of first refusal in respect of any issuances of new Ordinary Shares by the Company to maintain their percentage ownership above 51%, with the exception of new Ordinary Shares issued to directors and employees under option plans or other incentivisation plans.

The Subscription Agreement is conditional upon, amongst other things, a Rule 9 Waiver being granted in accordance with the City Code on Takeovers and Mergers and shareholder approval at a general meeting of the Company.

In addition, the Co-Development Agreement and Relationship Agreement announced on 16 February 2023, have been novated from K2 to AUO.

Jason Brewer, Marula Mining PLC CEO said:

“The investment and co-development partnership with Q Global has already proven itself to be of significant value to Marula and its shareholders.

“In recent months, with the support of Q Global, the Company has been able to invest heavily in the Blesberg Lithium and Tantalum Mine with the supply of new major mining equipment that Q Global was able to secure from Bell Equipment Limited. The Company has further secured new sensor based XRF ore sorters and commenced an exploration and mining works program at Blesberg through funds already advanced by Q Global, which will be offset against the subscription funds to be received from AUO, following approval of the subscription agreement and a Rule 9 waiver to be granted at a general meeting of the Company.

“The scale and pace of our investment at the Blesberg Lithium and Tantalum Mine in 2023, as well as the Company’s plans to similarly do so at our other projects in Tanzania, has been possible through this relationship with Q Global and their broad technical and strategic support to our management team. 

“We plan to continue to move forward at pace in the development of our projects, and I look forward to updating shareholders on the progress across our portfolio.”

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 or AIM Market, Kenya’s Nairobi Securities Exchange and South Africa’s Johannesburg Stock Exchange. 

For enquiries contact:

Marula Mining PLC Jason Brewer, Chief Executive Officer Faith Kinyanjui Mumbi Investor Relations	Email : [e-mail] Email : [e-mail]
AQSE Corporate Adviser Cairn Financial Advisers LLP, Liam Murray / Ludovico Lazzaretti	[phone]
Broker Peterhouse Capital Limited, Charles Goodfellow / Duncan Vasey	[phone]
Financial PR and IR BlytheRay Tim Blythe / Megan Ray / Said Izagaren	[phone]

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.

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