Marula Mining PLC (AQSE: MARU A2X: MAR) Financing & Annual Report Update

Financing Update

Update on Completion of Annual Financial Report

Marula Mining PLC (AQSE: MARU A2X: MAR) an African focused mining and development company, provides an update in respect of various financing initiatives that have been concluded and are currently being considered by the Company.  

The Company also provides an update on the progress of its 2024 Annual Financial Report for the year ended 31 December 2024, which it expects to complete in due course.

This financing update follows announcements made on 29 October 2025 and 6 November 2025, relating to a number of corporate funding and debt financing initiatives announced in Q4 2025, and further financings that were due to complete by the end of 2025. The funding initiatives have been advanced by the Company’s management to support the development of the Company’s battery and critical metals focused portfolio of projects in East and Southern Africa.

The Company continues to advance the Kilifi Manganese operations and Kinusi Copper Mine (together the “Projects”) with the intention to reach steady state and continuous operations and concentrate deliveries. The Company currently has funding arrangements in place which the directors of the Company believe are sufficient to meet budgeted costs for the Projects and are available for drawdown without restriction. The additional funding initiatives are being advanced to allow the Company to ensure the Kilifi Manganese operations and Kinusi Copper Mine mining and processing activities are adequately funded and not impacted by adverse commodity prices, constraints on logistics and exports or the impact of other general operating parameters. The additional funding initiatives are also being established to fund costs associated with its recently announced manganese mine and processing plant acquisition in South Africa, and to ensure that the Company has sufficient working capital to manage its broader portfolio of projects and corporate and operating costs and creditors.

These new funding initiatives remain subject to final negotiation and documentation, and whilst the Company has made significant progress with these, there can be no certainty that the proposed new arrangements will be concluded or that all available amounts under its existing funding arrangements will be required or drawn.

US$8 Million Funding Agreement

The Company announces that it has it entered into a copper concentrate purchase and sale agreement with a  New York-based finance and trading company specialising in metals, minerals and raw materials (the “Agreement”).

Under the Agreement, the Company has agreed to sell and they have agreed to acquire up to 2,500 tonnes per month of copper concentrate from the Company’s Kinusi Copper Mine in Tanzania over a 12-month period, subject to agreed product specifications. The first shipment will be a trial shipment, with future shipments subject to approval. Pricing is linked to prevailing LME copper prices and payable percentages based on final assay results.

The Agreement provides that payment is to be made by way of a letter of credit of up to US$8,000,000 to be issued in favour of the Company by a mutually agreed bank. The structure permits partial drawdowns of up to 60% of the value of the letter of credit in respect of mobilisation and production costs associated with the supply of copper concentrate. Any advances made prior to shipment are with full recourse to the Company. As at the date of this announcement, no letter of credit has yet been issued and no amounts have been drawn. The availability of any funding remains subject to the issuance and effectiveness of the letter of credit and compliance with its terms.

The Company is already in discussions to increase the funding available under the Agreement to include its other near term production assets in East and Southern Africa.

The Company will provide further updates to shareholders once drawings under the Agreement commence.

GMI Shareholder Loan Facility

The Company has in place a subordinated, unsecured interest-free and non-convertible loan of £1,500,000 (“GMI Loan”) with Gathoni Muchai Investments Limited (“GMI”), a major shareholder in the Company.

GMI has agreed to make available a further amount of £1,000,000 to the Company under the GMI Loan.

The GMI Loan is immediately available and can be utilised towards meeting general working capital requirements of the Company. As at the date of this announcement, the Company has in aggregate drawn down approx. £1.70 million from the total GMI Loan facility of £2,500,000.

The Company is proposing to draw £500,000 to part fund costs associated with its recently announced manganese mines and processing plant acquisitions in South Africa and other activities in Southern Africa.

Related Party Transaction

GMI is a substantial shareholder in the Company. Consequently, the increase in funds available under the GMI Loan constitutes a related party transaction as defined by Rule 4.6 of the AQSE Growth Market Apex Rulebook (the “GMI Transaction”). The directors independent of the GMI Transaction, having exercised reasonable care, skill and diligence, confirm that the terms of the GMI Transaction are fair and reasonable insofar as the shareholders of the Company are concerned.

US$2 Million RiverFort Bridge Facility

As announced on 6 November 2025, the Company entered into a US$2,000,000 Secured Investment Agreement (the “Bridge Agreement”) with RiverFort Global Opportunities PCC Ltd (“RiverFort”).

As at the date of this announcement, US$750,000 has been drawn and US$1,250,000 remains available to be drawn under the Bridge Agreement to meet general working capital requirements of the Company and new mine development costs.

£25 Million At-The-Market (“ATM”) Equity Facility

The Company entered into a £25 million ATM Equity Facility with Fortified Securities Limited as announced on 6 November 2025, providing the Company with an on-demand equity funding mechanism over a minimum 12-month term.

The Company confirms that the ATM Equity Facility remains in place but can only be utilised upon a resumption of trading of the Company’s shares.

Structured EUR 6 Million Non-Recourse Loan

Further to the announcement of 29 October 2025, Muchai Mining Kenya Limited (“MMKL”) has continued discussions in respect of a proposed EUR 6 million structured non-recourse facility.

Drawings under the facility were not made by 31 December 2025 as previously anticipated. As a result of the prolonged delays with this transaction, and the Company’s concern and frustration over the lenders’ ability to complete the transaction under the existing structure, the lender and its advisers and the Company’s advisers commenced a restructuring of the transaction terms and a revised agreement is currently under negotiation.

Whilst there can be no certainty that the facility will complete or that the Company will draw upon these funds, the Company is of the opinion that alternative funding has since been secured to address the ongoing delays and completion risk of this facility.

Middle East Sovereign Wealth Fund-Backed Investment Funds

The Company continues discussions with A1 Funds and certain Mauritius-incorporated investment funds backed by Saudi-based sovereign interests in respect of potential investments of up to US$25,000,000 in aggregate.

These discussions remain ongoing and are subject to due diligence, final documentation and customary approvals.

Whilst the Company has been advised by A1 Funds that they expect to finalise the transactions in early H2 2026, there can be no certainty that these transactions will complete, which were to provide working capital and development capital.

Commodity Linked Prepayment Funding

Further to the Company’s update on 11 February 2026, the Company continues discussions with two parties, including a global commodity trading group and a major steel company, through which it is negotiating aggregate debt funding of US$2.25 million through a prepayment of manganese deliveries. 

These discussions continue to progress positively and  Company expects to provide further updates to shareholders on the progress of these discussions, there can be no certainty that any funding will be agreed or made available to the Company.

Mine Operating Cashflow

The Company is targeting production from the Kilifi Manganese Operations, the Tonto Tshipi Manganese Operations and the Kinusi Copper Mine. The directors of the Company believe that necessary funding to achieve the budgeted costs to achieve steady state and continuous operations and concentrate deliveries from the Kilifi Manganese Operations and Kinusi Copper Mine is in place.

The Company is seeking the necessary funding for the commencement of production and sales at the Tonto Tshipi Manganese operations, and meetings with executive management in South Africa are being held to progress this towards a conclusion. Further to the announcement on 11 February 2026, the Company confirms it has not paid the £1,000,000 payment required to fund initial working capital to commence mining operations at the Derdepoort Manganese Mine and therefore production has been delayed.   

The Company’s ability to operate these assets at planned levels, and to achieve positive operating cashflow on a sustained basis, is dependent on meeting its forecast production and sales levels, and securing funding.

The Company continues to review its available funding and working capital.

Audit Update

The independent audit for the year ended 31 December 2024 and 31 December 2025 is being completed by Moore Kingston Smith LLP (“MKS”) as the Company’s new auditor.

The delay in publishing the 2024 Annual Financial Report led to a suspension of trading in the Company’s ordinary shares. 

Upon publication of the Annual Financial Report and 2025 Interim Report, the Company will seek a lifting of the suspension from the Aquis Stock Exchange and a resumption in trading of its shares.

The Company will provide further announcements once the Annual Financial Report has been published, and thanks its stakeholders for their support and understanding during this period of suspension.

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 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.

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