Marula Mining PLC
("Marula'' or the "Company")
6 November 2025
Appointment of Broker
US$2 Million Bridge Facility Secured
Up to £25 Million At-The-Market Equity Facility Established
Marula Mining PLC (AQSE: MARU A2X: MAR) an African focused mining and development company, is pleased to announce the appointment of Fortified Securities Limited ("Fortified") as the Company's new corporate broker effective immediately and the signing of up to a maximum £25 Million At-The-Market ("ATM") Equity Facility ("ATM Facility") with Fortified.
The Company has also entered into a US$2,000,000 Secured Investment Agreement (the "Bridge Agreement") with RiverFort Global Opportunities PCC Ltd ("RiverFort") facility, with an initial tranche of US$750,000 to now be drawn by the Company, and which is to be used to further advance activities at the Kinusi Copper Mine in Tanzania and the Kilifi Manganese Processing Plant in Tanzania.
Combined these new funding agreements provide the Company with immediate funding support as the Company seeks to advance its African battery and critical-metals portfolio.
These financing arrangements have been structured to align with the Company's proposed transaction with Europa Metals Ltd ("Europa") as announced on 6 November 2025. Subject to completion of this transaction, Europa will assume the Company's obligations under both the Bridge Facility and the ATM Facility.
Appointment of Broker
The Company has now signed all formal documentation with Fortified for its immediate appointment as corporate broker.
Fortified is a London-based financial services firm specialising in equity capital market services for companies seeking to raise funding in the UK. Established in 2022, the firm operates in partnership with FCA-regulated RiverFort Global Capital. Fortified Securities is a member of the London Stock Exchange and is trusted by a variety of UK equity funds across industries such as technology, healthcare, oil and gas, mining, and industrial sectors.
Fortified Securities is a member of the London Stock Exchange and operates in partnership with FCA-regulated RiverFort Global Capital.
£25 Million At-The-Market ("ATM") Equity Facility
The Company has entered into the ATM Facility with Fortified, providing Marula with an on-demand equity funding mechanism over a minimum 12-month term.
Under the terms of the ATM Facility and by mutual agreement, Fortified may subscribe for new ordinary shares at nominal value ("ATM Shares").
There is no obligation on the Company to draw down or issue shares under the ATM Facility, and Marula confirms that it has no current intention to utilise the facility prior to completion of certain near term planned corporate activities. A further announcement will be made in due course as and when that will occur.
The ATM Facility is available on a revolving basis and up to total gross proceeds by the Company of an amount of £25 million. The ATM Facility may be used when the Company's shares are trading on a relevant exchange.
In consideration for the ATM Facility, Fortified will receive warrants representing 3% of the gross proceeds raised for every £1 million of ATM Shares sold. These warrants will be exercisable for 36 months at the average sale price of the relevant ATM Shares. No further warrants will be issued once total proceeds of £10 million have been raised under the ATM Facility.
The ATM Facility has been structured to ensure compliance with the UK Takeover Code, with, and each issuance remaining within Marula's existing shareholder authorities. Marula will have control over the size of any tranches with respect to the ATM Facility.
The Board of Directors believe the ATM Facility, provides the Company with a flexible and efficient mechanism to raise growth equity capital at prevailing market prices, avoiding potential material discounts that are typically required under more traditional private placements and as such limit potential dilution in a share price accretive manner.
The ATM Facility is in addition to other debt funding that the Company has recently secured and is to be drawn to meet the Company's growth strategy in East and Southern Africa.
Combined with these other funding facilities, and the forecast cashflow from its operations, the Company plans to materially expand its copper mining and processing activities at the Kinusi Copper Mine, further expand its manganese mining and processing facilities in Kenya and also now in Tanzania, advance its lithium, tungsten and tantalum plans in South Africa and complete the acquisition of rare earth elements projects here in East Africa and where it is in advanced negotiations with key stakeholders.
US$2 Million Bridge Facility
The Company has also entered into the Bridge Agreement with RiverFort for a total facility amount of up to US$2,000,000.
Europa is also a signatory to the Bridge Agreement and, subject to completion of the proposed RTO transaction to acquire Marula Africa , it will assume Marula's obligations under the Bridge Agreement.
Under the terms of the Bridge Agreement, the funds will be made available over a 36-month period with an initial tranche of US$750,000 that has been already drawn by the Company, with further advances available upon release of the Company's annual accounts for 2024 and by mutual agreement. A further announcement will be made in due course as and when further drawings are made.
Under the terms of the Bridge Agreement, Marula has granted RiverFort a first-ranking fixed and floating charge over all the present and future assets of the Company.
The funds will be used to support Marula's general working capital requirements, including advancing mine development and expansion activities across its African battery and critical metals project portfolio.
Each advance under the Facility will be made at a 10% discount to its face value. Each advance will have a maturity period of six months from its drawdown date with an implementation fee of 5% of each advance, or 6% if settled in shares, payable to RiverFort. Default interest of 3% per month shall apply to any and all outstanding principal, interest and fees that have become payable and are not paid at the time of being due.
On each drawdown, RiverFort will also be granted warrants to subscribe for new ordinary shares in Marula equal to 40% of the relevant advance divided by the reference price. Each warrant will have an exercise price set at a 40% premium to the reference price and will be exercisable for a period of 48 months. The warrant exercise price is subject to adjustment in the event of a future equity issuance at a lower price. A further announcement will be made in due course.
As part of the Bridge Facility, Gathoni Muchai Investments Limited ("GMI") has provided a corporate guarantee to the Investors and entered a subordination deed in respect to its existing shareholder loan to Marula which has now been fully drawn. Jason Brewer, a director of the Company, has provided a personal guarantee in support of the Facility. The Bridge Agreement also contains provisions customary for a secured funding arrangement of this nature, including standard covenants, events of default, and negative pledge restrictions.
The proceeds from the initial tranche will support operations at the Kilifi Manganese Processing Plant and Kinusi Copper Mine, targeting steady cashflow generation during the current quarter and will also provide the Company with enhanced financial flexibility to progress its growth plans.
Related Party Transactions
GMI is a substantial shareholder in the Company. Consequently, GMI and Jason Brewer providing Guarantees as part of the Bridge Agreement constitutes a related party transaction as defined by Rule 4.6 of the AQSE Growth Market Apex Rulebook (the "Transaction"). The directors independent of the Transaction, having exercised reasonable care, skill and diligence, confirm that the terms of the Transaction are fair and reasonable insofar as the shareholders of Marula are concerned.
Jason Brewer, CEO of Marula Mining Plc, said:
"These new funding agreements with RiverFort and Fortified provide Marula with both immediate working capital and a longer-term capital framework that strengthens our financial position.
"I believe that the bridge facility strengthens the Company's financial position and supports the ongoing and planned advancement of our mining operations, while the ATM facility gives us a flexible, transparent structure for future funding if required. Together, they support growth and value creation for shareholders.
"RiverFort's involvement with the Company reflects confidence in our strategy and provides additional funding capacity to deliver on our near-term objectives.
"We are excited to now have three assets with strong cashflow capability, which are expected to have a material impact on revenues in the current quarter, with more opportunities in the pipeline."
Guy Wheatley, Partner at Fortified Securities, said:
"We are delighted to be working with Marula Mining, a growth-focused mining companies actively expanding its operations in the battery metals related mining sector.
"We are excited to input our expertise and capital to support the Company as it advances a strong portfolio of mining and development projects across East and Southern Africa.
"The team's clear strategy, vision and delivery potential set it apart, and we're excited to be part of its next phase of growth."
Liam Bulmer, Head of Investments at RiverFort, said:
"Our support for Marula reflects our confidence in the Company's disciplined expansion strategy and the clear commercial potential of its portfolio. The combination of producing assets, near-term development projects and a growing pipeline of new opportunities positions Marula as one of the most dynamic emerging producers in the battery metals sector.
"The Bridge Facility is structured to provide flexible, staged capital as revenue builds, and we are pleased to align ourselves with management in delivering long-term value for shareholders."
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 Fortified Securities
Fortified provides equity capital market services to growth companies seeking to raise funding in London and operates in partnership with RiverFort Global Capital Ltd, an FCA-regulated investment group specialising in structured finance and strategic funding.
Established in 2022, Fortified has advised and acted on a number of notable London-listed transactions, including Defence Holdings Plc, Tiger Alpha Plc, Cadence Minerals Plc, and Satsuma Technology Plc.
Its investor network comprises leading UK equity funds, family offices and institutional investors across the technology, healthcare, oil and gas, mining, and industrial sectors, aligning closely with Marula's strategic objectives and development ambitions.
About Riverfront Global Opportunities PCC Ltd
RiverFort Global Opportunities PCC Ltd is a Gibraltar-incorporated protected cell company specialising in structured finance and investment solutions for high-growth businesses. The RiverFort group operates from London, Australia and Gibraltar and is authorised and regulated in the UK.
Since its founding, RiverFort has developed bespoke capital structures including bridge loans, mezzanine and convertible finance, receivables facilities and at-the-market equity programmes. The group has funded over 150 companies and arranged in excess of £1.5 billion in transactions across technology, energy, resources and industrial sectors.
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 and Northern Cape Lithium and Tungsten Project, 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.
For enquiries contact:
| Marula Mining PLC Jason Brewer, Chief Executive Officer
Faith Kinyanjui Mumbi Investor Relations |
Email : [email protected]
Email : [email protected]
|
| AQSE Corporate Adviser Cairn Financial Advisers LLP, Liam Murray / Ludovico Lazzaretti
|
+44 (0)20 7213 0880 |
| A2X Advisor AcaciaCap Advisors Proprietary Limited Michelle Krastanov |
+27 (11) 480 8500 |
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.