Siyakhula Sonke Empowerment Corporation (Pty) Ltd ("SSC Group") has entered into a Memorandum of Agreement with Marula Mining PLC (AQSE: MARU | A2X: MAR) under which SSC-led empowerment companies will acquire a 30% shareholding in two of Marula's South African companies: the Southern African Lithium and Tantalum Mining (RF) (Pty) Ltd (“SALT”), and the Northern Cape Lithium and Tungsten (Pty) Ltd (“NCLT”) Projects.

The ZAR500 million transaction brings together the SSC Group, project employees and host communities as long-term owners of the Projects. The SSC Group will further become a strategic operating partner, technical services and corporate infrastructure as the Projects move towards development.

The partnership marks the next step in SSC Group's shift, under Fred Arendse's leadership, from supporting mining operations to owning and operating mining assets. It follows SSC Group's participation in the acquisition of the Beatrix 4 Shaft and Beisa uranium and gold project, where it secured a 30% empowerment stake together with employees and communities, alongside Neo Energy Metals and Sibanye-Stillwater.

B-BBEE Transactions

Under the terms of the Memorandum of Agreement:

• MMSA will transfer 30% of its shareholding in Southern African Lithium and Tantalum Mining (RF) (Pty) Ltd (“SALT”) to a newly established SALT B-BBEE company for a provisional total purchase price of ZAR300,000,000;
• MMSA will transfer 30% of its shareholding in Northern Cape Lithium and Tungsten (Pty) Ltd (“NCLT”) to a newly established NCLT B-BBEE company for a provisional total purchase price of ZAR200,000,000;
• following completion, MMSA will hold 70% of each of SALT and NCLT, with the relevant B-BBEE company holding the remaining 30%;
• each B-BBEE company will be established with SSC or its nominee holding 66.66%, an employee empowerment trust holding 16.67% and a community empowerment trust holding 16.67%;
• the purchase prices will be funded through loan agreements to be provided by MMSA and/or Marula to the relevant B-BBEE companies; and
• completion remains subject to, among other matters, authorisations, establishment of the B-BBEE companies, completion of SSC’s due diligence on SALT and NCLT, execution of definitive Sale of Shares and Loan Agreements and the receipt of Section 11 consent from the Minister of Minerals and Petroleum Resources. The purchase prices are provisional and may be adjusted, by written agreement of the parties, following SSC’s due diligence.

The SSC Group will hold two of five seats on each of the boards of SALT and NCLT.

The ownership structure meets the Mining Charter, 2018 requirement of a minimum 30% B-BBEE shareholding in new mining rights. At Blesberg, the expected Mining Right would cover the full 1,051-hectare licence area and allow development of a large-scale open-pit operation for lithium, tantalum, niobium and feldspar. These are among the world’s most critical and strategically important minerals today.

SSC Group’s commitments

Under the Memorandum of Agreement, Marula and MMSA will fund the purchase prices and the development of the projects. SSC Group's role is to form and lead the empowerment companies and to take an active part in operating the Projects. In addition, SSC Group will:

• establish the SALT and NCLT B-BBEE companies and hold 66.66% of each, with the trusts' shares held by a nominee until the employee and community trusts are registered;
• take part, through its management representatives, in the strategic and operational direction of SALT, NCLT and the Projects, which SSC Group, Marula and MMSA will manage jointly;
• hold its B-BBEE company shares for at least five years, after which any sale needs Marula's consent and Marula keeps a right of first refusal; the trusts' shares can never be sold;
• pursue funding for the Projects jointly with Marula.

SSC Group further has a right of first refusal to provide administrative, exploration, mining and mine services to SALT and NCLT on agreed, commercially attractive terms.

Marula PLC also intends to appoint Fred Arendse, SSC Group's authorised representative, to its main Board. This is subject to customary due diligence and completion of the transactions.

Beyond ownership, SSC Group and Marula intend to cooperate across Marula's South African operations. This covers drilling and mining services, operational support and corporate infrastructure, provided at commercially competitive rates.

What they said:

Fred Arendse, Founder and CEO of SSC Group

"This partnership with the entrepreneurial focused Marula Mining PLC puts real ownership, and real operational responsibility, in the hands of South Africans. Through the employee and community trusts, employees and host communities in the projects surrounding areas will share directly in the value that the Blesberg and NCLT Projects create. As an active shareholder, SSC Group will help run the projects, bringing drilling and mining services, technical expertise and our corporate infrastructure to move these projects forward quickly and responsibly. Shared ownership and hands-on delivery go together, and that is how empowerment creates lasting value."

Jason Brewer, CEO of Marula Mining:

"This transaction is about significantly more than satisfying an ownership requirement. It is intended to establish a broad strategic relationship through which Marula can draw upon SSC's South African infrastructure, technical capabilities and operating experience as we advance SALT and NCLT. Establishing strong South African partnerships is central to the manner in which we intend to develop our projects."