Statement on behalf of the Chairman(Craig Dean) about negative and false press reports following the on-market takeover bid for Sierra Rutile

Freetown, Sierra Leone: 4April 2024:Over the past few weeks there have been various negative articles printed in the local Sierra Leonean press, negative commentary circulated on social media and negative statements and accusations in regard to Craig Dean, Chairman & CEO of Marampa Mines Limited and entities he controls.  All such negativity began around the same time that Mr. Dean made the on-market takeover bid for Sierra Rutile (SRX) on 20 March 2024, which we believe is not a coincidence. We believe that such negativity, unfounded claims, and other defamatory statements can only stem from another party who believes that such actions may deter Mr. Dean from completing the public process or convince the SRX Board of Directors (BoD) and other shareholders of SRX that Mr. Dean is NOT welcome in SRX, or even to convince regulators or others that Mr. Dean should not be allowed to complete his on-market takeover bid which generally should expire on 5 May 2024.

In addition, Mr. Dean issued a form 249D which called for removal of all the non-executive members of the SRX BoD.  There has been significant misunderstanding surrounding Mr. Dean’s intent of his on-market takeover bid as well as the issuance of the 249D.

The intent of Mr. Dean is nothing more than standard market practice that is a public and well governed and regulated process by the Australian Securities and Investments Commission (ASIC).  He believes SRX has significant future potential but only if the following few things happen as noted below:

A Refresh of the Board of Directors (BoD) – The BoD of SRX should possess people who are not afraid to travel and spend time in Sierra Leone.  This would allow the directors to make more informed decisions and clearly understand the consequences of their actions.  Currently the entire BoD is solely relying on the CEO who is one board member, while we understand the other 5 board members have either never travelled to Sierra Leone or would argue they know Sierra Leone from visiting once every few years. Sierra Leone is a great place to invest as there is unlimited potential but does requires hands on involvement and understanding.

Shareholders who are willing to inject substantial capital– Mr. Dean understands that SRX requires substantial capital and has struggled to raise such capital for many years, even when Iluka was the major shareholder.  As the public and all shareholders know Iluka walked away from the project via its demerger as in Mr. Dean’s view that they struggled to achieve the risk / reward balance as the amount of funding was too great for the expected return of their shareholders.  We understand that all major shareholders of Iluka who received SRX shares, have since exited.   Their actions are a testament to how the public market actually values SRX, without the proper leadership, funding, and ability to operate locally.There is a current belief that without shareholders prepared to inject funds, SRX’s future could be very limited.

Proper dialogueand resolution with the GoSL – Mr. Dean does not understand why SRX is shut down and believes that if he becomes the largest stakeholder in SRX that his group could play a vital role in stabilising the situation.  Although it is clear that the Company is likely trying to find a solution with the GoSL, any solution can only be temporary as (based on the information published by SRX)  Area 1 has a finite life and without SRX having the ability to fund Sembehun, conflict will continue as the GoSL wants a company sponsor who can create future revenues for the next decades to come.  SRX to date does not have a clear strategy to fund and build out Sembehun.  SRX appears to want to cut costs only by restructuring long serving staff, not contractors, so that the BoD and other executives retain salary for the next few years at the expense of “silent” shareholders.  Mr. Dean believes the mining sector in Sierra Leone can be a great sector to invest with the right leadership and commitment in country.

Mr. Dean believes that SRX can be an interesting asset, but purely for the long-term investor as it will take significant capital investment and years to reap a material benefit. If the on-market takeover bid is not successful,  SRX will be in the hands of the other shareholders and current BoD as Mr. Dean does not have the intent to continue to support SRX in any material way unless he has a material stake in the Group.  His offer as high-lighted in the bid documents represents a material premium to where the market was trading over the months prior and it makes sense for all short-term investors, speculators, and other looking for a quick return to accept.  The alternative may be much worse from an exit perspective.

Lastly there were a few direct questions from journalists that we have answered below:

• Has the Gerald Group provided any financial benefit to media outlets in Sierra Leone or elsewhere for media coverage?
  No, the Gerald Group has not and does not engage in such activities.

• Do you have any comment to make about Craig Dean being subject of a joint or any investigation by the Financial Intelligence Unit and the Anti-Corruption Commission in Sierra Leone?
  We are not aware of any such investigations and the Gerald Group is in strict compliance with UK Anti Bribery Act and the US Foreign Corrupt Practices Act (FCPA)

Enquiries: media@marampamines.com / media@gerald.com or visit https://marampamines.com/press-releases/

Marampa Mines Limited  

Marampa Mines Limited, a subsidiary of Gerald Group, is engaged in the development, production and export of iron ore concentrate from resources of approximately 1.7B tonnes at Marampa in the Port Loko District of the northern province of Sierra Leone. The Company is committed to being a resilient and globally competitive, world-class iron ore concentrate producer. Through investment, expertise and long-term commitment to the Marampa Project, MML aims to materially develop the production of >65% Fe quality iron ore concentrate, one of the highest grades globally, branded Marampa Blue^TM and to adopt a low-carbon energy mix at its operations. MML’s sustainability program is aimed at creating mutual stakeholder value and economic, environmental, and social benefits for the mining operation, communities who are local to the mine site, and Sierra Leone. MML has a strong focus on embracing the challenges relating to climate change, gender diversity, the environment, sustainable farming, and education.