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),
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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
First
Subscription
|
|
Issue
Price per New Ordinary Share pursuant to the First
Subscription
|
3.75
pence
|
Number of
Ordinary Shares in issue prior to First Subscription*
|
171,130,403
|
Number of
New Ordinary Shares being issued pursuant to First
Subscription
|
100,000,000
|
Number of
Ordinary Shares in issue on First Admission*
|
271,130,403
|
Estimated
gross proceeds of First Subscription
|
£3,750,000
|
Expected
market capitalisation on First Admission*#
|
£29,146,518
|
Further
Subscription(s)
|
|
Issue
price per New Ordinary Share pursuant to any Further
Subscription(s)
|
10
pence
|
|
|
Number of
Ordinary Shares in issue prior to any Further
Subscription*
|
271,130,403
|
Maximum
number of New Ordinary Shares being issued pursuant to the Further
Subscription(s)*
|
47,800,000
|
Number of
Ordinary Shares in issue if the maximum number of New Ordinary
Shares are issued pursuant to the Further
Subscription(s)*
|
318,930,403
|
Maximum
percentage of the Enlarged Share Capital subject to the Further
Subscription(s)*
|
14.99%
|
Estimated
gross proceeds of the Further Subscription(s) (if all subscribed
for)*
|
£4,780,000
|
Expected
market capitalisation if the maximum number of New Ordinary Shares
are issued pursuant to the Further Subscription(s)*
#
|
£34,285,018
|
AQSE
Symbol
|
MARU
|
SEDOL
|
BNBS4S9
|
ISIN
|
GB00BNBS4S95
|
LEI
|
2138002UCKAEBPYVT15
|
* 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
|
2024
|
Publication
and despatch of the Circular and Form of Proxy
|
15
February
|
Latest
date to return Forms of Proxy
|
2.00 p.m.
on 6 March
|
General
Meeting
|
2.00 p.m.
on 8 March
|
First
Admission
|
8.00 a.m.
on 15 March
|
Crest
accounts (where relevant) expected to be credited for First
Admission
|
8.00 a.m.
on 15 March
|
Share
certificates (where relevant) expected to be despatched no later
than
|
within 10
business days of Admission
|
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.
-
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.
-
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:
-
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:
Workstream/Assets
|
Amount
(£)
|
Announcement
Date
|
Blesberg
drilling exploration and mining program
|
£1.1
million
|
11 August
2023
|
XRF ore
sorting plants
|
£750,000
|
29 August
2023
|
Tanzania
exploration budget
|
£2.0
million
|
19 January
2024
|
Total
amount to be repaid
|
£3.85
million
|
|
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.
-
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.
-
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.
-
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.
-
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.
-
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:
Subscriptions
|
Consideration
|
Number
of New Ordinary Shares
|
Resultant
shareholding following Subscription
|
Percentage
of so-enlarged share capital *
|
So-enlarged
share capital*#
|
First
Subscription
|
£3,750,000
|
100,000,000
|
100,000,000
|
36.9%
|
271,130,403
|
Further
Subscription(s) #
|
£4,780,000
|
47,800,000
|
147,800,000
|
46.3%
|
318,930,403
|
* 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).
-
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.
Subscriptions
|
Consideration
|
Number
of New Ordinary Shares
|
Resultant
shareholding following Subscription
|
Percentage
of so-enlarged share capital *
|
So-enlarged
share capital*
|
First
Subscription
|
£3,750,000
|
100,000,000
|
100,000,000
|
36.9%
|
271,130,403
|
Further
Subscription(s) #
|
£4,780,000
|
47,800,000
|
147,800,000
|
46.3%
|
318,930,403
|
* 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.
-
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.
-
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.
-
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.
-
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:
Marula
Mining PLC
Jason
Brewer,
Chief
Executive Officer
Faith
Kinyanjui Mumbi
Investor
Relations
|
Email
: jason@marulamining.com
Email
: info@marulamining.com
|
AQSE
Corporate Adviser
Cairn
Financial Advisers LLP,
Liam
Murray / Ludovico Lazzaretti
|
+44 (0)20
7213 0880
|
Broker
Peterhouse
Capital Limited,
Charles
Goodfellow / Duncan Vasey
|
+44
(0)20 7469 0930
|
Financial
PR and IR
BlytheRay
Tim
Blythe / Megan Ray / Said Izagaren
|
+44 (0)20
7138 3204
|
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:
“Act”
|
the
Companies Act 2006, as amended, modified or re-enacted from time to
time
|
“Admission”
|
First
Admission and each Further Admission, or any of them (as the case
may be)
|
“AIM”
|
Alternative
Investment Market of the London Stock Exchange
|
“African
Prospects”
|
African
Prospects Inc, a company incorporated in accordance with the
company laws of the Republic of Seychelles, with registration
number 233600, of which the Company holds 25% of the authorised and
issued shares
|
“AQSE”
|
Aquis
Stock Exchange Limited, a UK-based stock market providing primary
and secondary markets for equity and debt products and which is
permissioned as a Recognised Investment Exchange
|
“AQSE
Corporate Adviser Rules”
|
the AQSE
Exchange Corporate Adviser Handbook published by AQSE
|
“AQSE
Exchange Rules”
|
the AQSE
Growth Market Rulebook published by AQSE (as amended or reissued
from time to time), which sets out the admission requirements and
continuing obligations of companies seeking admission to and whose
securities are admitted to trading on the AQSE Growth Market and
the AQSE Corporate Adviser Rules
|
“AQSE
Growth Market”
|
the Apex
Segment of the AQSE Exchange Growth Market operated by
AQSE
|
“Bagamoyo
Graphite Project”
|
the
prospecting and/or mining of graphite to be conducted by KGIP under
the terms of the Primary Mining Licenses issued by the Ministry of
Minerals of the United Republic of Tanzania
|
“Board”
|
the board
of Directors
|
“Blesberg
Project”
|
the
prospecting and/or mining of feldspar, lithium and tantalum/niobium
to be conducted by SALT under the terms of the New Order
Prospecting Right, or a subsequent mining right, over 887 hectares
of a portion of farm Steinkopf No. 22 plus a 165 hectares extension
under prospecting number (NC) 12169 PF (previously 940 PR) issued
by the Minister of Mineral Resources and Energy of the Republic of
South Africa
|
“Cairn”
|
Cairn
Financial Advisers LLP, incorporated as a limited liability
partnership registered in England with partnership number OC351689,
the Company’s AQSE Corporate Adviser
|
“Certificated”
or
“In
Certificated Form”
|
a share or
other security which is not in uncertificated form (that is, not in
CREST)
|
“Circular”
|
the
circular being posted to shareholders of the Company on or about
the date of this Announcement
|
“Co-Development
Agreement”
|
the
conditional agreement dated 15 February 2023 entered into between
the Company and the K2, and novated from K2 to the Subscriber
on 8
February 2024,
governing their ongoing relationship in relation to the Projects,
details of which are set out in the Circular
|
“Company”
or
“Marula”
|
Marula
Mining plc, a company incorporated in England and Wales with
registered number 04228788
|
“Conditions
Precedent”
|
the
conditions precedent as defined in the Circular
|
“Crest”
|
the
relevant system (as defined in the CREST Regulations) for paperless
settlement of share transfers and the holding of shares in
uncertificated form which is administered by Euroclear UK &
International Limited
|
“Crest
Regulations”
|
the
Uncertificated Securities Regulations 2001 (SI 2001/3755) as
amended
|
“Directors”
|
Jason Paul
Brewer, Richard Andrew Lloyd, Angeline Nicola Jane Greenwood,
Hannah Kevin Watheri Wang’Ombe and Munyaradzi Wenceslaus Murape and
“Directors”
shall mean any of them
|
“Enlarged
Share Capital”
|
the entire
issued Ordinary Share capital of the Company immediately following
and as enlarged by, First Admission and the Further Admission,
assuming that no other Ordinary Shares are issued between the date
of this Announcement and any such Admission (as
applicable)
|
“Existing
Ordinary Shares”
|
the
171,130,403
ordinary
shares of 0.01 pence each in issue as at the date of this
Announcement
|
“FCA”
|
the
Financial Conduct Authority of the United Kingdom
|
“First
Admission”
|
admission
to trading on AQSE of the 100,000,000 New Ordinary Shares issued
pursuant to the First Subscription
|
“First
Subscription”
|
the
initial subscription by the Subscriber in accordance with the
Subscription of Shares Agreement for 100,000,000 New Ordinary
Shares in consideration for £3,750,000, conditional on the
Subscription Conditions being satisfied or (where applicable)
waived
|
“Form
of Proxy”
|
the form
of proxy accompanying the Circular for use at the General
Meeting
|
“FSMA”
|
the
Financial Services and Markets Act 2000, as amended
|
“Further
Admission(s)”
|
admission
of up to 47,800,000
New
Ordinary Shares that may be issued pursuant to any Further
Subscription(s)
|
“Further
Subscription(s)”
|
the
subscription by the Subscriber, at the Subscriber’s option and in
accordance with the Subscription of Shares Agreement, as amended,
for up to 47,800,000 New Ordinary Shares in consideration for up to
£4,780,000, in whole or in part and conditional on the Subscription
Conditions being satisfied or (where applicable) waived
|
“General
Meeting”
|
the
general meeting of the Company to be convened pursuant to the
notice set out in the Circular (including any adjournment
thereof)
|
“GMI”
|
Gathoni
Muchai Investments Limited, a company
in which Jason Brewer is a shareholder, director and the entity
through which Jason Brewer holds his beneficial interest in the
Company
|
“Group”
|
in
relation to a company, that company, any subsidiary or any holding
company from time to time of that company, and any subsidiary from
time to time of that holding company of that company, and each
company in a Group is a member of the Group
|
“Investment
Agreements”
|
the
Subscription of Shares Agreement, as amended, the Co-Development
Agreement and the Relationship Agreement
|
“ISIN”
|
the
International Securities Identification Number
|
“Independent
Shareholders”
|
the
Shareholders eligible to vote on Resolution 1, being an independent
vote of the Shareholders
|
“K2”
|
K2020273872
(South Africa) Proprietary Limited, registration number
2020/273872, a for profit company incorporated in accordance with
the company laws of the Republic of South Africa, being the initial
subscriber of the Subscription Shares prior to amendment of the
Subscription of Shares Agreement on 8 February 2024
|
“Kinusi
Project”
|
the
prospecting and/or mining of copper to be conducted by Takela under
the terms of Primary Mining Licenses issued by the Ministry of
Minerals of the United Republic of Tanzania
|
“KGIP”
|
Kusini
Gateway Industrial Park, a company incorporated in accordance with
the company laws of the United Republic of Tanzania, with
registration number 128309, which holds 100% of the interest in the
Bagamoyo Graphite Project Primary Mining Licences, and in which the
Company holds a 73% interest
|
“Korridor
Lithium Project”
|
the
prospecting and/or mining of lithium to be conducted by Future Gems
(Pty) Ltd over a total area of 912.65 km2,
located on prospecting right NC30/5/1/1/2/13112 which is valid
through to 2028, application for which has been accepted by the
Department of Mineral Resources and Energy of the Republic of South
Africa, located in the Namaqualand District of the Northern Cape in
South Africa
|
“London
Stock Exchange”
|
London
Stock Exchange Group plc
|
“Main
Market”
|
the Main
Market for listed securities of the London Stock
Exchange
|
“New
Ordinary Shares”
|
up to
147,800,000 new Ordinary Shares to be issued by the Company
pursuant to the First Subscription and any Further Subscription(s),
or any of them (as the case may be)
|
“Nkombwa
Hill Project”
|
the
prospecting and/or mining of manganese, copper, niobium
(columbium), cobalt, tantalum, phosphorus-phosphates, rare earths
elements, silver, tin, zinc and gold to be conducted by X-Ram Traws
Limited under the terms of the Large Scale Exploration licence
issued by the Ministry of Mines and Minerals of the Republic of
Zambia
|
“NyoriGreen
Graphite Project”
|
14 granted
licences (valid until between 28 September 2030 and 9 January 2031)
located in the Simanjiro District, in the Manyara Region of
Tanzania, granted to NyoriGreen Mining Company under the terms of
Primary Mining Licences issued by the Ministry of Minerals of the
United Republic of Tanzania
|
“NyoriGreen
Mining”
|
NyoriGreen
Mining Limited, a company incorporated in accordance with the
company laws of the United Republic of Tanzania, with registration
number 168175590, which holds 100% (one hundred percent) of the
interest in the NyoriGreen Project mining licences, and in which
the Company holds a 75% commercial interest
|
“Nyorinyori
Graphite Project”
|
the
prospecting and / or mining within 13 granted licences (valid until
between 2 February 2030 and 9 January 2031) located in the
Simanjiro District, in the Manyara Region of Tanzania, to be
conducted by Takela under the terms of Primary Mining Licences
issued by the Ministry of Minerals of the United Republic of
Tanzania
|
“Ordinary
Shares”
|
ordinary
shares of 0.01 pence each in the capital of the Company
|
“Panel”
|
the Panel
on Takeovers and Mergers
|
“Projects”
|
the
Company’s current portfolio of mining assets comprising the
Bagamoyo Graphite Project, the Blesberg Project, the
Kinusi
Project, the Korridor Lithium Project, the Nkombwa Hill Project,
the Nyorinyori Graphite Project and the NyoriGreen Graphite
Project
|
“Project
Schedule”
|
a document
agreed upon by the Company and the Subscriber under the terms of
the Co-Development Agreement which specifies the terms of
cooperation which shall occur on a particular Project or future
project
|
“Proposals”
|
the
proposal to convene a General Meeting to propose the Resolutions,
obtain the Rule 9 Waiver and complete the Subscriptions
|
“Q
Global”
|
Q Global
Commodities, a company duly registered in the Republic of South
Africa with registration number 2020/676596/07 and in which Quinton
Van Der Burgh is a shareholder
|
“Registrar”
|
Neville
Registrars Limited, the Company’s registrar
|
“Regulatory
Information Service” or
“RIS”
|
any
channel recognised as a channel for the dissemination of
information as defined in the glossary of terms in the AQSE
Exchange Rules
|
“Relationship
Agreement”
|
the
conditional agreement dated 15 February 2023 between the Company,
K2 and Cairn, and novated from K2 to the Subscriber on
8
February 2024,
further details of which are set out in the Circular
|
“Resolutions”
|
the
resolutions numbered 1-3 to be proposed at the General Meeting, the
full text of which are set out in the Notice of General Meeting in
the Circular, and “Resolution”
shall mean any of them
|
“Rule
9”
|
Rule 9 of
the Takeover Code
|
“Rule
9 Waiver” or
“Waiver”
|
the waiver
of the obligation under Rule 9 that would otherwise arise under
Rule 9 in respect of the Subscriptions
|
“Rule
9 Waiver Resolution”
|
Resolution
1
at the
General Meeting to be voted on by Shareholders in relation to the
Rule 9 Waiver
|
“SALT”
|
Southern
African Lithium and Tantalum Mining Proprietary Limited, a for
profit company incorporated in accordance with the company laws of
the Republic of South Africa with registration number
2010/009488/07, in which the Company has a 100% interest and which
is the holder of the Blesberg Project prospecting
licence
|
“SEDOL”
|
the Stock
Exchange Daily Official List Identification Number
|
“Shareholders”
|
the
holders of Ordinary Shares from time to time
|
“Subscriber”
|
AUO
Commercial Brokerage LLC, licence no. 1059055, a company with
limited liability duly incorporated and registered in accordance
with the laws of the United Emirates situated in Dubai and/or their
duly designated nominee with registered company address at A305 The
Opus Business Bay Dubai
|
“Subscriptions”
|
First
Subscription and any Further Subscription(s), and shall mean any of
them or all of them (as the case may be)
|
“Subscription
Conditions”
|
the
conditions to which each Subscription is subject, including a Rule
9 Waiver being granted by the Panel, 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, and such other conditions as are set out under the Subscription
of Shares Agreement
|
“Subscription
of Shares Agreement”
|
the
agreement entered into between the Company and K2 on 31 January
2023, as first amended on 28 February 2023 and further amended on 8
February 2024, on which date K2 novated its rights and obligations
to the Subscriber, for the Subscriber to subscribe conditionally
for up to 147,800,000 New Ordinary Shares
|
“Subscription
Resolutions”
|
the
Resolutions numbered 2 and 3 to be proposed at the General Meeting,
the full text of which are set out in the Notice of General
Meeting
|
“Subscription
Shares”
|
the
Ordinary Shares to be subscribed for by the Subscriber pursuant to
the Subscription of Shares Agreement, as amended
|
“Takela”
|
Takela
Mining Tanzania Limited, a company incorporated in accordance with
the company laws of the United Republic of Tanzania, with
registration number 156329843, which holds 100% (one hundred
percent) of the interest in the Kinusi Project mining licences, and
in which the Company holds a 75% commercial interest, and also
holds 100% (one hundred percent) of the interest in Nyorinyori
Graphite Project mining licences save for Primary Mining Licences
with numbers 828 SMN and 829 SMN
|
“Takeover
Code”
|
the City
Code on Takeovers and Mergers, administered by the Takeover
Panel
|
“UK”
or
“United
Kingdom”
|
the United
Kingdom of Great Britain and Northern Ireland
|
“Uncertificated”
or
“In
Uncertificated Form”
|
securities
recorded on a register of securities maintained by Euroclear UK
& International Limited in accordance with the CREST
Regulations as being in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by
means of CREST
|
“X-Ram
Traws”
|
X-Ram
Traws Mining Limited, a company incorporated in accordance with the
company laws of the Republic of Zambia, with registration number
LCO120200008795, is an 80%
owned subsidiary of African Prospects which is, in turn, 25% owned
by the Company.
X-Ram Traws
is the holder of the Nkombwa Hill Project licences
|
“£”
and
“p”
and
“GBP”
and
“pence”
|
the legal
tender of the United Kingdom from time to time
|