Proposed Acquisition of Marula Africa Mining
Marula Mining PLC
("Marula'' or the "Company")
6 November 2025
Proposed Acquisition of Marula Africa Mining Holdings Limited
Marula Mining PLC (AQSE: MARU A2X: MAR) an African focused mining and development company, notes the announcement by Europa Metals Ltd ("Europa") (AIM, AltX: EUZ) that Marula and Europa have signed a Heads of Terms ("Agreement"), under which Europa is proposing to acquire 100% of the share capital of Marula Africa Mining Holdings Limited ("Marula Africa"), a wholly owned subsidiary of Marula ("Proposed Transaction").
Marula Africa is a recently incorporated subsidiary of the Company and the key subsidiary through which all of its direct, indirect and commercial interests in its East African and Southern African battery and critical metal mines, as well as its development and exploration projects are held.
The Proposed Transaction remains subject to the satisfactory completion of due diligence, execution of definitive legal agreements, completion of a concurrent fundraising by Europa, approval of Europa shareholders at a general meeting, receipt of all necessary regulatory and third-party approvals, and the re-admission of the enlarged issued share capital of Europa to trading on AIM.
Europa is proposing to complete the acquisition of Marula Africa, through the issue of nine (9) new Europa shares for each one (1) Marula share currently on issue ("Acquisition Shares"). The Company's Board of Directors intend to distribute these shares to shareholders (the "Distribution") in due course subject to, inter alia, the completion of the requisite conditions set out above.
Conditional on completion of the Distribution, the Company's existing shareholders will then hold shares in 'New Marula' listed on the AIM Market of the London Stock Exchange and on the Johannesburg Stock Exchange AltX market in South Africa and in 'Old Marula' that will remain listed on the Aquis Stock Exchange and on South Africa's A2X Markets.
As the Proposed Transaction, constitutes a reverse takeover under the AIM Rules (an "RTO"), Europa will need to apply for re-admission of its shares to the AIM Market ("AIM") of the London Stock Exchange ("LSE"). Furthermore, the Proposed Transaction will also be subject to approval of Marula's shareholders at a general meeting and the disposal of its principal subsidiary will constitute a disposal resulting in a fundamental change of business under the AQSE Growth Market Rules.
On completion of the Proposed Transaction, the Europa Board will be reconstituted with representatives from Marula's current Board of Directors assuming the majority of executive and non-executive roles including current Chief Executive Officer Jason Brewer and Chairman Richard Lloyd.
A change in name for Europa is also proposed to take place, to reflect the "New Marula" identity.
Following completion, Marula intends to pursue a refined strategic focus on the precious metals sector. Evaluating ventures in gold exploration, gold mining, precious metals refining and precious metals asset backed sectors.
The Proposed Transaction would enable the Company to continue to have exposure to its existing battery minerals assets whilst exploring potential opportunities within the gold and precious metal sectors.
Jason Brewer, CEO of Marula Mining Plc, said:
"The proposed transaction with Europa represents a significant step forward for Marula Mining and signifies the value and growth potential of Marula's battery and critical metals portfolio across East and Southern Africa.
"It provides the Company's projects with the platform to unlock further value through the creation of a strong, diversified and cash-generative AIM and JSE listed African mining group.
"This transaction is timely and well positioned to capitalise on the growing global demand for battery and critical metals.
"On behalf of the Marula Board, we look forward to working with the Europa team to ensure a seamless transaction process."
Richard Lloyd, Executive Chairman of Marula Mining, said:
"The transaction allows the Company to continue to benefit from the essential battery and critical metals sector which it has grown a significant portfolio in the last 4 years, but to also explore opportunities within the precious metals, and specifically gold sector.
"We will look to evaluate opportunities throughout the precious metals value chain.
"The Marula Board look forward to working with the Europa team."
Myles Campion, Executive Chairman and acting CEO of Europa Metals, said:
"Europa has been searching for cashflow generative assets with scalability and the potential for strong resource growth. In Marula Africa we will be partnering with a group that is accomplishing these goals and is aiming to grow further in the critical minerals space.
"As a Europa shareholder being able to have exposure to this transaction with Marula Africa's cashflow generative assets and huge growth potential in conjunction with Europa's proposed return of capital to shareholders, it is the best possible outcome."
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.
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 |
|
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.
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