REG - Europa Metals Ltd - Proposed Acquisition of Marula Africa Mining Ltd

Europa MetalsAnnouncement

06/11/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251106:nRSF4026Ga&default-theme=true

RNS Number : 4026G  Europa Metals Ltd  06 November 2025

Europa Metals Ltd

(Incorporated and registered in Australia and registered

as an external company in the Republic of South Africa)

(Registration number 4459850)

(External company registration number 2011/116305/10)

Share code on AIM: EUZ

Share code on the JSE: EUZ

ISIN: AU0000014342

("Europa Metals" or the "Company")

 

Proposed Acquisition of Marula Africa Mining Holdings Limited

 

Europa Metals Ltd, ("Europa" or the "Company") is pleased to announce the
signing of a heads of terms regarding the proposed acquisition of Marula
Africa Mining Holdings Limited, ("Marula Africa"), and its near-term in
production assets in Kenya, Tanzania, Burundi and South Africa in exchange for
shares in Europa at a ratio of 9 new shares in Europa for one share in Marula
Africa ("Proposed Transaction").

Marula Africa is a wholly owned UK subsidiary of Marula Mining Plc ("Marula")
(www.marulamining.com (http://www.marulamining.com) ) which is listed and
trades on the AQUIS Stock Exchange in London and South Africa's A2X Markets
(AQSE: MARU A2X: MAR). Marula's projects are focused on battery and critical
metals with interests in several high value mining operations and mine
development projects across East and Southern Africa (the "Projects").

The Projects Include;

·    The Blesberg Lithium and Tantalum Mine -
South Africa

·    Kilifi Manganese Processing Plant -
                          Kenya

·    Kinusi Copper Mine -
 
Tanzania

·    A portfolio of earlier stage projects including exploration/advanced
exploration manganese projects in Kenya, graphite projects in Tanzania and
Kenya, and lithium and tungsten projects in South Africa and Botswana

·    An additional high-value Rare Earth Elements project, which is at an
advanced stage of development and expected to be finalised alongside the
Proposed Transaction.

The costs of undertaking the Proposed Transaction will be funded by Marula and
if completed, would constitute a reverse takeover under the AIM Rules (an
"RTO") and accordingly the Company will need to apply for re-admission of its
shares to the AIM Market ("AIM") of the London Stock Exchange.

Europa will also be party to a bridge funding facility which is being extended
to Marula and have agreed to take on the obligations of the Company (Marula)
under this agreement if and subject to the completion of the Proposed
Transaction.

Trading in the Company's shares on AIM will remain suspended pending
completion of the RTO. For the avoidance of doubt, the Company's shares are
not currently suspended on the JSE.

In the event that the Proposed Transaction does not proceed, and in the
absence of an alternative reverse takeover, the Company will seek to cancel
trading of its shares on AIM, which may also affect the listing of the
Company's shares on the JSE.

The Proposed Transaction is conditional on: i) satisfactory due diligence ii)
entering into definitive legal agreements iii) raising further funds for the
Proposed Transaction; iv) approval by shareholders at a General Meeting to be
convened; v) obtaining all necessary regulatory and other approvals (if
required) and; vi) Admission of the Enlarged Issued Share Capital to trading
on AIM (and the JSE).

There can be no certainty that the Proposed Transaction will take place and
the Company will continue to update shareholders in due course.

 

Highlights:

 

·    The Proposed Transaction is expected to be cashflow generative and an
exciting new entrant to AIM (and the JSE) which the board of Europa believes
will provide exposure to a diverse portfolio of battery and critical metal
assets.

·    The Company has received significant interest from preliminary
investor meetings in connection with a potential fundraise.

·    The Proposed Transaction will constitute a reverse takeover and
‎will therefore require ‎the publication of an Admission Document for the
admission of the Enlarged Issued Share Capital of the Company to AIM.

·    The Proposed Transaction is conditional on: i) satisfactory due
diligence, ii) entering into definitive legal agreements; iii) completion of
the Fundraise; iv) approval by shareholders at a General Meeting of the
Company to be convened; v) obtaining all necessary approvals (if and where
required); and vi) Admission of the Enlarged Issued Share Capital to trading
on AIM (and the JSE).

 

Strategic rationale for the Proposed Transaction

 

The Proposed Transaction aligns Europa with one of Africa's most dynamic and
diversified portfolios of battery and critical metal assets. It will also
provide immediate access to a number of producing and near-term producing
assets across multiple jurisdictions, supported by strong local partnerships
and an established infrastructure, enabling cashflow generation and long-term
growth in key commodities driving the global energy transition.

 

Following completion, the Company anticipates broadening its investor base
through its listing on the key major markets both in London and South Africa,
strengthening its ability to finance growth and expansion across Africa's
critical minerals sector.

 

Significant Cashflow Potential

 

Several of Marula Africa's assets are already in production and have commenced
exporting ore, including initial sales from the Blesberg Lithium and Tantalum
Mine in South Africa and the Kinusi Copper Mine in Tanzania, and with exports
from the Kilifi Manganese Processing Plant are scheduled to commence this
quarter. These operations are expected to deliver near-term cashflows,
supported by secured and proposed and existing long-term offtake agreements
with regional and international commodity traders and major industry end
users.

 

Further cashflow potential is underpinned by a diversified portfolio of
battery and critical metals projects, which are advancing toward commercial
production amid accelerating global demand for electric vehicles (EVs),
renewable energy infrastructure, and broader electrification trends.

 

The Company's strategy focuses on low-capex restarts, near-term production and
revenue-generating opportunities.

 

Highly Experienced Management Team

 

Marula's Board of Directors, Advisory Board and Management team bring
extensive technical, operational and commercial experience in African mining
and development.

 

The team led by Jason Brewer, CEO, has a proven track record in identifying,
acquiring, and rapidly advancing battery and critical metals projects into
production in East and Southern Africa.

 

Right Time

 

The Proposed Transaction comes at a pivotal time for the global battery and
critical minerals industry. Demand for lithium, copper, graphite, rare earth
elements and other key materials used in electric vehicles and renewable
energy storage continues to rise, with supply constraints expected to persist
over the next decade.

 

An increase in government support across the operating jurisdictions is
gradually increasing investor confidence within the regions with more focus
and resources allocated to the development of the various projects.

 

Africa's growing role as a reliable and diversified supplier of these
strategic commodities provides a unique opportunity for the Company to deliver
value and growth in the critical minerals sector.

 

Commenting today, Myles Campion, Executive Chairman and acting CEO of Europa
Metals

 

"Europa has been searching for cashflow generative assets with scalability and
the potential for strong resource growth. In Marula we will be partnering with
a group that is accomplishing these goals and is looking to grow further in
the future in the critical minerals space.

 

As a Europa shareholder being able to have exposure to this transaction with
its cashflow generative assets and huge growth potential in conjunction with
Europa's proposed return of capital to shareholders, it is the best possible
outcome."

 

 

Commenting today, Jason Brewer, Chief Executive Marula Mining Africa Limited

"This proposed transaction with Europa Metals 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 our shareholders the opportunity 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."

 

For further information on the Company, please visit www.europametals.com or
contact:

 

Europa Metals Ltd

Dan Smith, Non-Executive Director and Company Secretary (Australia)

T: +61 417 978 955

E: dsmith@europametals.com (mailto:dsmith@europametals.com)

 

Myles Campion, Executive Chairman and acting CEO (UK)

E: mcampion@europametals.com

 

Beaumont Cornish (Nominated Adviser/Broker)

James Biddle/Roland Cornish

T: +44 (0) 20 7628 3396

 

Questco Corporate Advisory Proprietary Limited (JSE Sponsor)

Amanda Mahlunge

T: +27 84 287 2718

 

6 November 2025

 

Europa Metals Ltd is a company incorporated in Australia and limited by shares
which are publicly traded on the AIM market of the London Stock Exchange
(primary listing - trading currently suspended) and the AltX of the
Johannesburg Stock Exchange (secondary listing).

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

Market Abuse Regulation (MAR) Disclosure

 

The information set out below is provided in accordance with the requirements
of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
('MAR').

 

Nominated Adviser

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQXELLBEFLEFBK



            Copyright 2019 Regulatory News Service, all rights reserved