Marula Mining PLC - Termination of AUO Agreement and Issue of Equity

Marula Mining PLC

("Marula'' or the "Company")

30 May 2025      

Termination of AUO Subscription Agreement and Issue of Equity

Marula Mining PLC (AQSE: MARU A2X: MAR) an African focused mining and development company, announces the termination of its Subscription of Shares Agreement (the "Subscription Agreement") (which was first announced on 31 January 2023) with AUO Commercial Brokerage LLC ("AUO") with immediate effect.

The decision to terminate the Subscription Agreement follows a review by the Board which concluded that, in order to optimise the Company's capital structure, replacing equity advances under the Subscription Agreement with an unsecured, non-dilutive conventional debt facility was the preferred approach for the Company to finance its battery metals focused growth strategy in East and Southern Africa.

The Company is in advanced discussions to finalise a debt facility with a third-party to further support and accelerate its operations and planned expansion in East and Southern Africa.

As announced on 18 April 2024, the Company had conditionally allotted 54,075,518 new ordinary shares to AUO at a price of 3.75 pence per share, in respect of £2,027,831.93 owed to AUO for equipment and expenses relating to the Company's mining and mine development projects in South Africa and Tanzania. The Company has agreed to cancel 50% of these conditionally allotted new ordinary shares, and to only issue 27,037,759 new ordinary shares at 3.75 pence per share to AUO, representing 50% of the total shares previously conditionally allotted.

The Board believes that this outcome reflects a more flexible and strategically aligned approach to funding as the Company enters a new phase of growth, delivery and cash generation.

Admission

Application has been made for the 27,037,759 new ordinary shares to be admitted to trading on the AQSE Growth Market and admission is expected to occur on or around 5 June 2025 ("Admission") and will rank pari passu with the ordinary shares of the Company in issue.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 320,943,437 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 320,943,437. 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.

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 Kruisrivier Cobalt 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.