Marula Mining PLC - Final Results

 16 September 2024

Marula Mining plc

("Marula" or the "Company")

Final Results for the year ended 31 December 2023

Marula Mining (AQSE:MARU A2X:MARU), an African focused mining and development company, announces its results for the year ended 31 December 2023.

Summary Financial Statements are set out below. A full copy of the audited Annual Report will be available shortly on the Company's website, www.marulamining.com and will be posted to shareholders in due course.

Following the publication of the Final Results for the year ended 31 December 2023, the Ordinary Shares in the Company will be restored to trading on the Apex Segment of the AQSE Growth Market and on A2X Markets with effect from 08:00 a.m. on 16 September 2024.

Highlights

·    Material growth in the Company's battery metals projects located in South Africa and East Africa with a number of new project acquisitions and significant development across all business areas in the 2023 financial year

·   This operational progress by the Company resulted in an increase in its market capitalisation from approximately £3.76 million at the start of the year to approximately £22.24 million at the end of the year and represented an almost six-fold increase

·     The Company's share price also performed well during the year rising from 4.15 pence per share at the start of the year to 13.125 pence per share at the end of the year and representing over a three-fold increase

·   The Company's aggressive growth and development strategy in 2023 was able to be committed to following the signing during the year of a Subscription Agreement, Co-Development Agreement, and a Relationship Agreement with Q Global Commodities Group ("Q Global"), one of South Africa's leading independent commodity, mining, logistics and investment funds, for an initial subscription amount of £3.75 million ("Subscription Amount").

·     The Subscription Amount was subsequently increased to £8.53 million post period, and assigned to an affiliate of Q Global, AUO Commercial Brokerage LLC ("AUO") based in Dubai

·    As at the date of this report, the Company has currently drawn approx. £2.40 million of £8.53 million Subscription Amount and £6.13 million remains available for the Company on a committed and discretionary basis to continue to advance its mine production, mine development and exploration strategy in the battery metals sector in South and East Africa

·    Of this £6.13 million Subscription Amount, £2.50 million has been committed to fund future exploration activities and corporate working capital requirements, and the balance is available on a discretionary basis to fund additional exploration and development activities at the Blesberg Lithium and Tantalum Mine ("Blesberg") and at the Kinusi Copper Mine ("Kinusi) and the Company's other battery metals projects in South Africa and East Africa

·      During the 2023 year, the Company made material progress at Blesberg which included:

·     Mining, processing, sampling of the existing stockpiles

·     Trial shipment of high-grade spodumene ore to China

·     Completion of a major US$1.35 million resource drilling, exploration, and mine planning program, which included airborne geophysics, multispectral satellite imaging, geological modelling, open pit mine design, environmental studies, and discounted cash flow analyses

·    Mine planning and optimisation work was also completed as part of the Company's planned open pit mine production which is now to advance in 2024 following receipt of all necessary regulatory approvals

·   Investment in new mining and processing equipment, including new mobile mining equipment and new processing equipment such as the Rados SRF100-8 XRF and Tomra COM XRT 1200 Ore Sorters

·    At Kinusi, the Company increased its commercial interest from 49% to 75%, and completed its Phase 1 Exploration Program in 2023 and which confirmed:

·   The identification of a copper mineralised corridor that extends for over 1 kilometre in length and over 300 metres in width at the main Sasimo Prospect

·     High-grade assay results from the Sasimo Prospect which included 15.48%, 11.69%, 11.03%, 8.11%, 6.55% and 6.54% copper

·   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 50Mt on completion of definitive resource drilling programs to now be implemented by the Company.

·     At the Bagamoyo Graphite Project ("Bagamoyo"), the Company completed its Phase 1 Exploration Program and this confirmed:

·   Large flake graphite mineralisation at the Mihuga and Saadan South Graphite Prospects located on 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 22 granted mining licenses that make up Bagamoyo

·      High grade assay results were obtained from the Mihuga Prospect and which included 19.71%, 19.33%, 15.65%, 10.92% and 9.13% Total Graphite Content

·   Medium to coarse  graphite flakes were identifiable in four of the samples taken from the Mihuga Prospect which assayed 11.86%, 15.65%, 19.33% and 19.71%

·    The high-grade assays and coarse flakes at the Mihuga Prospect demonstrate the potential that exists in that prospect

·    During the 2023 financial year, the Company also acquired majority interests in a number of additional battery projects and these included the Nyorinyori and NyoriGreen Graphite Projects in Tanzania and the Korridor Lithium Project.

·     The Company strengthened its executive management team during 2023, with a number of key appointments made to support the operational activities in South Africa and East Africa. These appointments included Mr Martin Westerman as Chief Operating Officer, and Mr Henk van Zyl and Mr Edward Ruheni as General Managers for South Africa and East Africa respectively

·     The Board of Directors was further strengthened during the year with the appointments of three new Independent Non-Executive Directors, including Ms. Angeline Greenwood in the United Kingdom, Ms. Hannah Wang'Ombe in Kenya, and Mr. Munyaradzi Murape in Zimbabwe.

·    During the 2023 financial year, the Company's shares were admitted to trading on the Apex segment of the Aquis Stock Exchange, which represents the top 20% of Aquis listed companies. The Company's plans to seek a listing of the Company's shares on the AIM Market of the London Stock Exchange and a dual listing on the Nairobi Securities Exchange were unable to be completed during the year given the focus on the Company's operations in South Africa and East Africa.

Post Period Highlights

The Company has continued to focus on delivering on its growth strategy in battery metals projects located in South Africa and East Africa, and subsequent to the end of the 2023 financial year, the Company has continued this progress with a number of additional new project acquisitions and significant development across its existing mine operations and development and exploration projects.  This includes:

·   The acquisition of an 80% interest in Agarwal Metals and Ores Limited ("AMO"), by the Company's wholly owned Kenyan subsidiary, Muchai Mining Kenya Limited ("MMK"). AMO is the registered owner of the Kilifi Manganese Processing Plant located approximately 60 km from the Port of Mombasa in Kilifi County in Kenya and which is a fully operational and permitted mineral processing plant capable of beneficiating approximately 10,000 tonnes per month of manganese ores.

·   The entering into of three manganese ore supply agreements for the supply of manganese ore to the Kilifi Manganese Processing Plant. These agreements provide the opportunity to operate the Kilifi Manganese Processing Plant on a double shift basis over the next 6 to 12 months and with the potential to produce between 15,000 tonnes to 20,000 tonnes of saleable product per month.

·     The acquisition of a 100% interest in Northern Cape Lithium and Tungsten (Pty) Limited, by the Company's wholly owned South African subsidiary, Southern African Lithium and Tantalum Mining (Pty) Limited. NCLT is the registered holder of Prospecting Right NC 30/5/1/1/2/13317 PR, which is contiguous to and immediately north of the Company's existing operating Blesberg Lithium and Tantalum Mine.

·    The NCLT Prospecting Right comprises over 16 known tungsten deposits and former high-grade tungsten mining operations including the Kalbeen and Isis Tungsten Mines and the Koubank, Kaalbeen West and Armbank Tungsten Deposits, all of which are located within 5km to 10km of Blesberg. It also includes the Spodumene Kop II Pegmatite, located 6km from Blesberg, which was previously mined to shallow depths of just 5 metres ("m") for its spodumene ore, tantalite and beryl and where historical non-JORC compliant resources have been identified down to initial depths of 30m.

·    The acquisition of a 51% interest in Mansena Kruisrivier Cobalt Pty Limited ("MKC"), by the Company's wholly owned South African subsidiary, Muchai Mining South Africa Proprietary Limited. MKC is the registered holder of Prospecting Right LP30/5/1/1/2/13532PR, and which includes the historic Kruisrivier Cobalt Mine located in the Limpopo Province of South Africa.

·    The Kruisrivier Cobalt Mine, is a former producing cobalt mine that operated intermittently for over 55 years up to the 1930s. Historical records confirm the presence of high-grade cobalt, gold, nickel, copper, chromium, zinc, lead, platinum and silver mineralisation as well production and sales of high-grade concentrates of cobalt ore of up to 16.67% cobalt and accompanied by exceptionally high-grade gold grades of up 68 grammes per tonne. Current non-JORC compliant historical resources of 733,000t of ore grading 8% cobalt have also been reported down to a depth of 200 metres.

·   The signing of a Mining Support Services Agreement, to secure an initial 60% interest in the Larisoro Manganese Mine, which extends over 2 mining permits held by Gems and Industrial Minerals Limited and which are located in Samburu County in Northern Kenya.

·    The Larisoro Manganese Mine is a conventional and shallow open pit mine which commenced operation in 2012 and has operated intermittently over the past 12 years and where the Company will look to expand production and increase sales.

Going Concern

The independent audit report draws attention to note 1 in the financial statements which indicates that the Group will need to raise additional funds to maintain sufficient cash flows. As stated in note 1, these events or conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. The auditor's opinion is not modified in respect of this matter.

Whilst acknowledging this material uncertainty, the Directors consider it appropriate to prepare the consolidated financial statements on a going concern basis for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, for the following reasons:

·   The Group has commenced mining and processing operations at the Blesberg Lithium and Tantalum Mine and is forecasting positive operating cashflow to be generated from that project in H2 2024;

·     The Group has commenced mine development and processing plant construction for the Larisoro  Manganese Mine and is forecasting positive operating cashflow to be generated from that project in  September 2024;

·   The Group has received committed funding from AUO Commercial Brokerage LLC of £2,500,000 to fund future exploration activities and corporate working capital requirements. This amount is sufficient to cover all budgeted discretionary expenditure;

·    The Group has secured additional discretionary funding from AUO Commercial Brokerage LLC that has been allocated towards additional exploration and development activities at the Blesberg Lithium and Tantalum Mine and at the Kinusi Copper Mine and Bagamoyo and Nyorinyori Graphite Projects, with AUO Commercial Brokerage LLC also indicating its continued financial support for the Group;

·      The Group has received significant new "Bell" equipment and mobile plant in the form of excavators and haul trucks from Q Global Commodities to advance the production efforts at Blesberg Lithium and Tantalum mine.

·     The Group has no committed exploration expenditure on its granted mining licenses in Tanzania at the Kinusi Copper Mine and Bagamoyo and Nyorinyori Graphite Projects and has the ability to reduce all spend in the event that it needs to conserve cash balances; and

·   The Group's Board of Directors have significant experience in the debt and equity capital markets and specifically have a successful track record in funding mining operations, new mine development and exploration activities and are further considered capable of securing ongoing debt and equity capital financing for the Group.

Jason Brewer, CEO of Marula Mining, commented said:

"The 2023 was just the first full year of the Company's battery metals focused mine development strategy in South Africa and East Africa.

"I believe we exceeded many of our initial expectations, but as the year progressed we clearly set new targets as it became apparent that our strategy was well supported by the investment community in the United Kingdom and by our many key stakeholders in South Africa and throughout East Africa.

"This was achievable through our investment partnership with Quinton van der Burgh's group in South Africa and it is pleasing to have partnered with one of South Africa's leading independent commodity, mining, logistics and investment funds. That in my mind is a clear endorsement of our strategy, our management team  and our underlying projects.

"We made significant progress at the Blesberg Lithium and Tantalum Mine and this despite terrible market conditions for lithium and in particular spodumene ores. Our strategy at Blesberg clearly needs to take on board the prevailing market conditions and to this end we have announced our focus on producing a higher value lithium product on site at Blesberg and I fully expect to see this progress rapidly over the reminder of this year.

"In Tanzania, through our partnership with Takela Mining Tanzania, we have identified what already appears to be a very significant copper mining and processing opportunity. Whilst I was pleased with the progress in 2023 with the high-grade copper assay results and Exploration Target 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 50Mt on completion of definitive resource drilling programs, I am disappointed that with such a strong copper markets we have not yet commenced export sales of copper. However we remain committed to achieving that this year and I look forward to updates on that shortly.

"Work at our extensive graphite interests in Tanzania in 2023 at the Bagamoyo, Nyorinyori and NyoriGreen Projects also demonstrate what a tremendous opportunity we have secured in one of the world's fastest growing graphite mining and processing regions. With work on the next phase of exploration and resource drilling to commence shortly, I am confident that Marula will fast position itself as one of the major participants in the graphite sector.

"From a corporate perspective, 2023 saw the Company transform into one that had strong financial support through its partnership with Quinton van der Burgh's group and which was then able to fast-track its corporate vision of being a mine operator and mine developer of multiple projects throughout South Africa and East Africa. Our executive management team and Board has been greatly strengthened throughout the year, but it is clear that if the Company is to continue to deliver on its goals and meet its targets of production, then further strengthening of its operating and administration team and its consultants and contractors will need to take place. And I am pleased to see what has been taking place over the past months to address this and I look forward to providing further updates on how the Company will ensure it is able to meet these targets going forward.

"Whilst 2023 has been a transformational year for the Company, 2024 has certainly taken off where 2023 finished.  Major progress continues to be made across its portfolio of battery metals projects and the Company's ambitions are there for all to see with 4 key acquisitions already made at the Kruisrivier Cobalt Mine, the Northern Cape Lithium and Tungsten, the Larisoro Manganese Mine and the Kilifi Manganese Processing Plant, all of which have the potential to greatly enhance the mine production and cashflow generating capabilities of the Company.

"I would like to thank all the team of Marula here in Africa and its shareholders and key stakeholders for a year which has seen tremendous growth in the Company's value, share price and in its underlying assets.  We are already well into 2024 and I look forward to seeing what we can achieve before its end."

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.

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Forward looking statements

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.

STRATEGIC REPORT

REVIEW OF THE BUSINESS - Chairman's Statement

The Company has had a busy and transformational 2023, Marula Mining has seen significant development across all business areas in the period and has been positively reflected in the share price. With this, we are happy to present the Year End Results for the year ended 31 December 2023.

During the year, we strengthened the management team of Marula by appointing Martin Westerman as Chief Operating Officer (non-board role). His experience in the mining and accountancy industries is an asset to our mine development plans across our broadening portfolio. We have further strengthened the Marula board by appointing Ms. Angeline Greenwood, Ms. Hannah Wang'Ombe, Mr. Munyaradzi Murape as Independent Non-Executive Directors of the Company. The strengthening of the Board and management at Marula will enable the Company to focus on the development of our projects and the Company's growth strategy. Marula's admission to the Apex segment of the Aquis Stock Exchange, which represents the top 20% of Aquis listed companies and provides access to a greater number of institutional investors, is recognition to the rapid and successful growth and value of the Company.

Blesberg Lithium and Tantalum Project

Marula Mining Plc holds 100% in the Blesberg Lithium and Tantalum Project.

In a strategic move, Marula Mining Plc entered into an Investment and Co-Development Partnership with Q Global Commodities Group, one of South Africa's leading independent commodity, mining, logistics, and investment funds. Under this partnership, Q Global committed to investing up to £3.75 million through the Subscription Agreement. This will be achieved by purchasing up to 100,000,000 new ordinary shares at 3.75 pence per share, distributed across five equal tranches of £0.75 million each. This investment is crucial for advancing the Blesberg project and ensuring its successful development.

During the reporting period, the company made significant strides in processing, sampling, and rehabilitating the existing stockpiles at Blesberg. The company also completed a major US$1.35 million resource drilling, exploration, and mine planning program. This included airborne geophysics, multispectral satellite imaging, geological modeling, open pit mine design, environmental studies, and discounted cash flow analyses. Furthermore, the mine planning and optimisation program was successfully completed in Q4 2023.

To bolster production capabilities, US$5.5m investment was made for new mining and processing equipment in Q2 and Q3 2023. This investment aims to increase monthly sales to up to 5,000 tonnes per month (tpm) of high-grade spodumene by end of 2024. In addition, through Q Global's established relationship with Bell Equipment Limited, Marula secured new mobile mining equipment valued at ZAR20 million (approximately US$1.2 million). Further equipment, worth approximately ZAR10 million, was also acquired to enhance operational efficiency.

Across the reporting period, the Blesberg project underwent extensive technical evaluation, including bulk sampling of the high-grade spodumene material, which were independently tested multiple times throughout 2023. The assay results confirmed an average grade of 6.50% Li2O, underscoring the project's potential. Additionally, the arrival, installation, commissioning, and optimisation of the Rados SRF100-8 XRF have further strengthened the project's technical infrastructure, paving the way for enhanced operational performance.

Kinusi Copper Project

Marula Mining Plc has 75% interest in 10 mining licences located at Kinusi in Mpwapwa District in the Dodoma Region of central Tanzania.

Phase 1 exploration work completed by independent geological consultants, Geofields who confirmed a copper mineralised system at Kinusi that extends for over 1km in length and over 300m in width at the main Sasimo Prospect.

An initial Exploration Target of a 10-15Mt deposit of high-grade copper, gold, and other base metals was estimated and has the potential to be increased to in excess of 50Mt on completion of definitive resource drilling programs proposed to be completed in the next phase of exploration work at Kinusi.

The Sasimo Prospect yielded high-grade assay results, confirming the presence of copper deposits. Notable assays include grades of 15.48%, 11.69%, 11.03%, 8.11%, 6.55%, and 6.54% copper.

Nyorinyori Graphite Project and NyoriGreen Graphite Project

Marula Mining Plc has 75% interest in 35 granted graphite licences located in Simanjiro District in the Manyara Region of Tanzania.

Mapping and sampling activities were successfully completed, leading to the submission of an application for a large Prospecting License. This license will enable further exploration and development of these promising assets.

The Phase 1 exploration program completed in December 2023, samples recorded an average graphite grade of 8.85% Total Graphitic Carbon (TGC), with the highest grade reaching 15.89% TGC.

Concurrently with exploration activities, the company initiated the first phase of exploration at both the Nyorinyori and NyoriGreen Graphite Projects. As part of this process, Takela Mining Tanzania Limited, along with NyoriGreen Mining Limited, commenced community engagement efforts.

In December 2023, Directors from both entities met with the Magadini village community to discuss the planned project developments, emphasising Marula's commitment to responsible and inclusive programs.

Bagamoyo Graphite Project

Marula holds a 73% commercial interest in the Bagamoyo Graphite Project, which extends over an area of approx. 180 hectares and comprises 22 granted graphite mining licenses in Tanzania.

Phase 1 Initial exploration activities completed in the period, and the preliminary results observed large flake graphite mineralisation two graphite trends at the Mihuga and Saadan South Graphite Prospects within the Project area.

Assay results from the Bagamoyo Project confirmed the presence of high-grade graphite, with Total Graphite Content (TGC) reaching up to 19.71%.

Key Results for the period

•              £3.75 million Investment and Co- Development Partnership with Q Global Commodities Group

The Co-Development Agreement sets out the broad technical and strategic support that is to be provided to the Company by Q Global to allow the accelerated development of its current portfolio of mining projects in Africa.

•              Operational Advancements

During the reporting period, Marula made significant strides across its projects, through various works.

•              High- Grade Assets

In this reporting period, the Company consistently achieved high-grade mineral discoveries across its various projects highlighting significant potential growth in coming years.

The projects assay results highlight the substantial quality and potential of Marula Mining's resource portfolio.

•              Strengthened Collaborations and Community ties

Across the period, the company engaged various groups, companies and specialised experts in addition to working alongside communities and governments in the various operating jurisdictions.

Subsequent to year end, the Group acquired the following new projects in 2024:

Kaalbeen West Tungsten Deposit (NCLT) Project

Marula Mining Plc holds 100% of the shareholding in Northern Cape Lithium and Tungsten (Pty) Limited ("NCLT") and Prospecting Right NC 30/5/1/1/2/13317 PR, which extends over 15,000 hectares of the Vioolsdrift Farm, and 12 kilometres south of the Orange River in the Namaqualand District of the Northern Cape Province in South Africa.

The key projects are brownfields sites, with good access and infrastructure and which were historically mined previously. However, none of these deposits have been re-assessed for over 40 years.

In 2024, the company completed technical and financial due diligence work which has confirmed the potential high-grade nature of the tungsten and tantalum mineralisation at the NCLT.

Mansena Kruisriver Cobalt (KRUISRIVER) Project

Marula Mining Plc holds 51% of the shareholding in Mansena Kruisrivier Cobalt Proprietary Limited ("Mansena Kruisriver").

Mansena Kruisrivier is the registered holder of Prospecting Right LP30/5/1/1/2/13532PR, which extends over 2,340.90 hectares of the Kruisrivier 74 JC Farm located in the Elias Motsoaledi District of Limpopo Province in South Africa. Kruisrivier has lodged a Mining Permit application, which has been accepted and is expected to be issued in due course.

Exploration work on Kruisrivier cobalt has been ongoing since 2022 and has determined a current non-JORC compliant historical resources of 733,000t of ore grading 8% cobalt down to a depth of 200m increasing to 1.5 million tonnes of ore grading 8% cobalt down to 500m.

Kruisrivier Cobalt, is a former producing cobalt mine that operated intermittently for over 55 years up to the 1930s. 

During the year due diligence work completed by the Company and its technical team has confirmed the presence of visible high grade cobalt mineralisation.

Larisoro Manganese Mine

Marula Mining Plc holds 60% commercial interest stake through signing a Binding Terms Sheet with Kenyan manganese mine operator Gems and Industrial Minerals Limited with an option to increase to 70%.

During the year initial, the company has already completed a detailed due diligence work program.

Exploration activities commenced in Q1 2024. Mapping and sampling is being completed ahead of the ground survey work and resource drilling work that the Company proposes to commence in due course. During the same quarter, Mr. Benard Kiprotich was appointed as the Mine Manager of the Larisoro Manganese Mine.

Assay results from samples of manganese ore from the Larisoro Manganese Mine, was announced on Q2 2024.A total of 18 samples, were collected and prepared by the Company's exploration team from stockpiled run-of-mine manganese ore in Nairobi, reported an average grade of 35.73% manganese, and assays of 39.25%, 39.13%, 38.60%, 37.69%, 37.56% and 37.23%.

The samples were taken as part of the testing requirements of its planned long-term offtake agreements for sales of manganese ore into international export markets.

The Company signed key operations contracts for Larisoro Manganese Mine, in Q2 2024. Key agreements included contracts for the drilling and blasting of material on site; the use of mobile mining equipment for the mining, loading and hauling of the ore and waste material; and also for the transportation of the manganese ore from Larisoro to Nairobi where it will be delivered into existing sales agreements and a proposed new long-term offtake agreement.

As announced in Q2 2024, the Company signed a sales and offtake agreement with United Kingdom based, global metals, minerals and energy commodities trading group Fujax UK Ltd, the initial tonnage of 2,000 tonnes of manganese ore and thereafter on agreement, minimum monthly deliveries of 5,000t and nominal monthly deliveries of 20,000t for a 12-month period, with an option to extend by mutual agreement.

The Company entered into an export logistics agreement with Scan Global Logistics Group's, for the transportation and export of manganese ore from the Larisoro Manganese Mine.

Under the terms of the Logistics Agreement, SGL Kenya will manage and oversee all aspects of the ore transportation and shipping process, including the loading and railing of containers to the port of Mombasa, export booking process, customs clearance, and all port-related processes, sea freight and shipping arrangements.

The Company signed formal documentation in respect of its investment in the Larisoro Manganese Mine with Kenyan company Gems and Industrial Minerals Limited.

The formal documentation which comprises a Mine Support Services Agreements("MMSA") includes the terms of the Company's mine support services that it will provide as part of the plan to increase monthly manganese ore production and processing at the Larisoro Mine to an initial 10,000 tonnes of saleable manganese ore and has been agreed to extend for an initial period of 15 years. The MMSA also incorporates all the key commercial terms for the US$1.75 million exploration budget to be funded by Marula.

An initial amount of approx. 1,000t of manganese ore was transported to Nairobi under the Logistics Agreement with SGL Kenya, during Q2 2024.

During Q3 2024, the company appointed Community Liaison Officers at the Larisoro Manganese Mine.

The Company is continuing to invest under the terms and conditions of its agreement with Kenyan company Gems and Industrial Minerals Limited ("GIM"), with exploration activities and investment in new mining, crushing, screening and processing equipment ongoing and to increase monthly manganese ore production to between 5,000 tonnes and 10,000 tonnes of saleable high-grade manganese ore by 30 September 2024.

Kilifi  Manganese Processing  Plant

Marula Mining Plc holds 80% shareholding in Agarwal Metals and Ores Limited, a Kenyan incorporated mineral processing company. 

The Kilifi Plant was constructed in February 2023 and is a fully operational and permitted mineral processing plant capable of beneficiating approximately 10,000 tonnes per month of manganese ores. Located on 1.31 hectares of freehold land.

The company secured Manganese Ore Supply Agreement with Kenyan incorporated and 100% female owned mining, mineral processing and logistics company, Kitmin Holdings Limited ("Kitmin"). The Ore Agreement provides for a minimum of 10,000t of manganese ore to be delivered monthly over the next two and a half years through to 31 December 2026 to the Kilifi Plant, with a minimum ore grade of 20% Manganese.

 Assay results were conducted in Q3 2024, confirmed a high-grade zone of manganese ore of up to 1.0 metres  in thickness and with assay results of between 44.13% and 71.01% manganese. Manganese ore from the Ganze Region will be supplied at monthly rates of 10,000 tonnes per month to the Company's Kilifi Plant under the Manganese Ore Supply Agreement with Kitmin.

The Company also announced in Q3 2024, that it had entered into two additional manganese ore supply agreements (the "Ore Agreements") for the supply of, in aggregate, 10,000 tonnes per month ("tpm") of manganese ore to the Kilifi Plant. Under the terms of the first of the Ore Agreements, the company will receive 30,000 tonnes of manganese ore with a minimum grade of 24% manganese over an initial six-month period, and thereafter, further deliveries can be negotiated with a minimum additional quantity of 30,000t.

The company has the opportunity to maximise processing capacity at the Kilifi Plant and operate it on a double shift basis over the next 6 to 12 months and with the potential to produce between 15,000tpm to 20,000tpm of saleable product. First deliveries under the Ore Agreements are anticipated to commence by 30 September 2024.

During Q3 2024, the company signed a share sale and purchase agreement which replaces the initial agreement with Agarwal Metals and Ore Metals for the acquisition of the Kilifi Plant. The Agreement replaces the binding terms sheet announced Q2 2024, and under the financial settlement terms of the Agreement, the Company will make arrangements to transfer the final cash payment of £2,000,000 from advances due from AUO Commercial Brokerage LLC under its existing funding arrangements to AMO, and the Company issued £500,000 worth of new ordinary shares at an issue price of 10 pence per share, being 5,000,000 new ordinary shares to the major shareholder of AMO.

Throughout the year, the Directors have been mindful of their obligations under S172 of the Companies Act 2006. S172 sets out a number of principles the Board should refer to in promoting the success of the Group for the benefit of shareholders. The Board have complied with this requirement as follows:

FINANCIAL OVERVIEW

The results for the 12-month period to 31 December 2023 shows a loss after taxation of £3,169,917 (2022:  £803,240 (restated)).

The basic loss per share from continuing operations was 2.41p (2022: loss per share of 7.86p (restated)).

The Directors do not recommend the payment of a dividend.

PRINCIPAL RISKS AND UNCERTAINTIES FACING THE GROUP

With the new strategy of the Group pursuing opportunities in the natural resources sector, especially in Africa and battery metals, the Board regularly reviews the risks to which the Group is exposed and endeavors to minimise them as far as possible. The following summary, which is not exhaustive, outlines some of the risk and uncertainties facing Marula Mining:

Inability to Fund Operations Post-Acquisition

The Group may be unable to fund the operations post acquisition of the target business if it does not obtain additional funding, however, it will ensure that appropriate funding measures are taken to ensure minimum commitments are met.

Risk Inherent in an Acquisition

Although the Group and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further assurance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the Group will ultimately prove to be more favourable to investors than a direct investment, if such an opportunity were available, in a target business.

KEY PERFORMANCE INDICATORS

Appropriate key performance indicators will be identified in due course as the new business strategy is implemented in pursuing opportunities in the natural resources sector, along with ensuring the availability of working capital for the Group.

OUTLOOK

We are very pleased with Marula's growth and progress in 2023, this has seen notable developments across our portfolio, and has set a benchmark to be surpassed in 2024.

The progress at Blesberg, Nyorinyori and Kinusi during 2023, and our confidence in these projects is continuously being reinforced, with new equipment increasing production capacity and efficiency at Blesberg, the processing plant ready for commissioning at Kinusi and second phase exploration and development at Nyorinyori advances rapidly.  Following these significant developments, Marula is set to take full advantage of the opportunities these projects have provided in 2024 and beyond.

The Company is focused on project acquisition, primarily directed toward expanding its portfolio in the critical minerals sector. The Company sought to identify and secure high-potential mining projects that could provide essential minerals for the rapidly growing renewable energy and electric vehicle markets. The Company has continuously grown its African portfolio, by investing East and South Africa. The Company is working with Kenyan-owned companies reinforcing the Company's commitment to work with local, well-qualified and experienced Kenyan companies.

Marula prioritised projects with significant resource potential and strategic value, aiming to strengthen its position as a key player in the sustainable energy supply chain. The company's acquisition strategy was driven by a commitment to supporting the global transition to a low-carbon economy.

As we expand the Company's portfolio, we continue to look to expand the scope of Marula's investors. As such, we are pleased to have announced Marula Mining's listing on the A2X segment of the JSE and to become the first mining company listed on the Nairobi Stock Exchange, which the Company expects to occur in due course. This provides further opportunities for the Company to raise capital, exposes the Company to a diverse range of investors and to continue the progress of the projects.

Our partnership with Q Global Commodities, continues to support the development of our projects, and has proven valuable throughout 2023. With this partnership, the Company is ready to take full advantage of the opportunities that are available in 2024 and beyond, and will no doubt help us create further opportunities for the Company as we continue on our growth trajectory.

I would like to thank all who are involved in Marula Mining's operations and to welcome the new members to our board and operational teams.

As we continue to search for new opportunities and develop the projects in the Company's portfolio, we will update shareholders, on behalf of the Board, I thank you for your continued support toward Marula Mining.

Richard Lloyd

FIMMM FGS

Chairman

12 September 2024

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

¹In 2022 £206,441 of consultancy fees was incorrectly recorded against share premium. This amount has been reclassified to consultancy fees resulting in £206,441 increase to the net loss in that year.

The notes form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2023

¹In 2022 the acquisition of SALT was accounted for under IFRS 3 and £1,269,176 was allocated to Goodwill. This transaction has subsequently been reviewed and does not fall under IFRS 3. As a result the £1,269,176 has been reclassified as capitalized exploration expenditure. There is no impact on net profit or net assets in the 2022 financial year.

²During the 2021 financial year £53,679 of warrants were valued under a Black-Scholes methodology. Subsequently it was determined that the warrants were part of a share placing and had nil value, These amounts were reversed against share premium and other reserves and restated the opening balance as of 2022. In 2022 £61,699 of warrants were also incorrectly valued and these amounts were reversed against share premium (£34,866) and borrowings (£26,833). There was no change to net profit or net assets.

³In the 2022 financial year £206,441 of consultancy fees was incorrectly recorded against share premium. This amount has been reclassified to consultancy fees resulting in £206,441 increase to the net loss in the prior period.

The notes form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

¹During the 2021 financial year £53,679 of warrants were valued under a Black-Scholes methodology. Subsequently it was determined that the warrants were part of a share placing and had nil value. These amounts were reversed against share premium and other reserves and restated the opening balance as of 2022.

²In the 2022 financial year £61,699 of warrants were valued under a Black-Scholes methodology. Subsequently it was determined that the warrants were part of a share placing and had nil value. The amounts were reversed against share premium (£34,866) and borrowings (£26,833). There was no change to net loss or net assets.

³In the 2022 financial year £206,441 of consultancy fees was incorrectly recorded against share premium. This amount has been reclassified to consultancy fees resulting in £206,441 increase to the net loss in the prior period.

The notes form part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

The following material non-cash items occurred during the year:

·      A convertible note for £265,000 to Brahma finance was settled through the issue of shares;

·      Addition of £ 1,515,108 of right-to-use assets;

·      £530,000 of exploration expenditure was settled via the issue of shares;

·      Issue of 15.7m shares to settle the Traxys prepayment of £2,199,999; and

·      £214,000 of outstanding payables were settled via the issue of shares.