REG - Shuka Minerals PLC - Financing agreement for LME and Kabwe update

Shuka MineralsAnnouncement

01/07/2025 08:15

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RNS Number : 1707P  Shuka Minerals PLC  01 July 2025

1 July 2025

Shuka Minerals Plc

("Shuka" or the "Company")

Financing agreement for LME and Kabwe transaction update

Related Party Transaction

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and
developer, is pleased to provide an update on the Company's proposed
acquisition ("Acquisition") of the Zambian mining and exploration company,
Leopard Exploration and Mining Limited ("LEM") and the Kabwe Zinc Mine ("Kabwe
Mine") located in central Zambia, following the signing in December 2024 of a
conditional Share Purchase Agreement ("SPA")  with the LEM shareholders.

Since the start of 2025, the Company and its legal and corporate advisors have
been working closely to satisfy the outstanding conditions to complete the
Kabwe Mine acquisition ahead of the revised 30 June 2025 completion date.
Technical site visits have been undertaken in Zambia and meetings in Lusaka
and South Africa have also been held with key stakeholders as well as the
Company's existing, and potential future financiers.

Highlights:

·    On 2 December 2024 the Company announced an agreement with Gathoni
Muchai Investments Limited ("GMI"), its second largest shareholder, for an
unsecured, interest-free and non-convertible loan of £500,000 (the "Initial
GMI Loan" or "Tranche 1"). The Company has drawn £335,000 of this to date.

·    The Company is pleased to report that on 30 June 2025 it entered into
an agreement with GMI to increase the facility by £1.5m ("Tranche 2") to a
total of £2.0m ("Increased GMI Loan").

·    This extension covers the balance of the cash consideration due to
the LEM vendors at completion (US$1.35m / c. £1.0m), funding for initial
exploration work at the Kabwe Mine (subject to completion) and for general
working capital requirements.

·    GMI have demonstrated its financial capacity to the Company and its
ability to advance these funds, and has advised that it is now drawing on its
available funding facilities to advance the Tranche 2 funds for, inter alia,
the cash consideration due to the LEM vendors.

·    All conditions precedent required to complete the Acquisition have
now been satisfied.

·    Further to the announcement on 12 June 2025, the Company has today
entered into an addendum and variation to the SPA ("Addendum") whereby the LEM
vendors have agreed that:

o  the share consideration for the Acquisition, being $3.0m, shall be settled
on completion of the Acquisition through the issue of 28,640,042 new ordinary
Shuka shares ("Consideration Shares"), with no deferred consideration shares,
equivalent to an issue price of 7.737p per share (being a 10% discount to an
agreed reference price of 8.5965p under the terms of the Addendum), a
significant premium to the current market price;

o  as compensation for the issuance of the Consideration Shares, with no
deferred consideration shares, the Company shall, on completion, issue the LEM
vendors a further 2,000,000 warrants with an exercise price of 12.5p per share
and expiry date of  31 December 2027;

·    Now that the conditions to Completion the SPA have all been satisfied
prior to the long-stop date of 30 June 2025, as contemplated by the Addendum,
the parties have agreed that completion of the Acquisition, including the
transfer of LEM shares, issue of the Consideration Shares and further warrants
and payment to the LEM vendors of the balance of cash consideration, will
occur as soon as possible.

 

A further announcement will be made in due course.

 

Key terms of Increased GMI Loan:

·    Increase of loan amount by £1.5 m to a total of £2.0m.

·    Interest: 5% per annum on principal of loan drawn (including Initial
GMI Loan)  Interest accrues commencing on first drawdown of the Increased GMI
Loan, and payable from 30(th) May 2026.

·    Tranche 1 to be fully drawn (£165,000 remaining) before Tranche 2
can be drawn and accrued interest is triggered.

·    Repayment to commence  by 30 June 2026.

·    Establishment fee of 3% (£45,000) to be settled in new Shuka shares
at reference price of 8p (562,500 shares) at time of initial drawdown on
Tranche 2.

·    Loan is unsecured, is non-convertible, has no trigger event
provisions, and has customary contract default provisions only.

 

Richard Lloyd, CEO, said:

 

"This is the biggest milestone achieved in my short tenure as CEO and one
which the market, shareholders and all stakeholders in Shuka have been waiting
for. I must thank the entire team for their diligent efforts in getting us to
this point, and the continued support by GMI who have now invested over £1m
in Shuka and are looking to increase this with the extended loan.

 

The increased loan facility and SPA addendum not only opens the path to
completion of the LEM/Kabwe transaction but will allow us to enhance our
understanding of the full geological potential of Kabwe.

 

The Company can now accelerate its geological, mining and mineral processing
planning for this world famous asset."

 

Related Party Transaction

 

The Increased GMI Loan constitutes a related party transaction as defined by
Rule 13 of the AIM Rules for Companies, as GMI is a substantial shareholder in
the Company. The Directors of the Company, having consulted with the Company's
nominated advisor, Strand Hanson Ltd, consider the terms of the Increased GMI
Loan to be fair and reasonable insofar as the Company's shareholders are
concerned.

 

 

About Shuka Minerals

 

Shuka Minerals plc, is a dynamic and innovative mining and development
company, committed to exploring and harnessing Africa's mineral resources.
Shuka's focus lies in the acquisition and development of valuable minerals,
aiming to contribute to the sustainable growth and development of local
communities.

 

Shuka has an operating coal mine in Tanzania, which capacity is under
consideration for upgrading by management depending on funding and strategic
direction. Shuka is also considering projects in Zambia, South Africa, and
other African countries that are rich in copper, lead, and zinc.

 

The Company is listed on the Alternative Exchange ('AltX') of the JSE in South
Africa and admitted to trading on AIM in the United Kingdom ('UK').

 

Kabwe Mine

 

The Company has signed a conditional Share Purchase Agreement with Leopard
Exploration and Mining Limited ("LEM") to acquire 100% of LEM's share capital.
LEM is the registered holder of a large-scale mining license 12848-HQ-LML
issued in December 2014 for a period of 25 years, and which includes the
historical Kabwe Zinc Mine ("Kabwe Mine") located in central Zambia, approx.
110km north of the capital city of Lusaka.

 

The Kabwe Mine, was previously operated by Anglo American plc and Zambia
Consolidated Copper Mines Limited, and was mined continuously for 88 years
until its closure in 1994, due to the then current commodity prices. It was
ranked as one of the world's highest-grade zinc and lead mining operations and
is considered one of the famous mines in Africa, holding a position of
national economic importance in Zambia.

 

Upon completion of the Acquisition and subject to securing the requisite
funding, the Company will commence a 3-phase exploration and development
program at the Kabwe Mine, as part of its plans to re-commence both open-pit
and underground mining and processing operations.

 

This 3-phase program, as also recommended by Behre Dolbear, will comprise:

 

(i)         a high-resolution geophysical survey,

(ii)        a JORC Code 2012 resource drilling program, updated
metallurgical test work and additional environmental and mining studies; and

(iii)       detailed feasibility study work and underground mine
refurbishment and new access decline activities as well as the establishment
of new ore processing facilities and value addition in respect of the
production of refined metals products.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed
in accordance with the Company's obligations under Article 17 of MAR.

 

For Enquiries:

 Shuka Minerals Plc                    +44 (0) 7990 503007

 Richard Lloyd - CEO
 Strand Hanson Limited                 +44 (0) 20 7409 3494

 Financial and Nominated Adviser

 James Harris | Richard Johnson
 AcaciaCap Advisors Propriety Limited  +27 (11) 480 8500

 JSE Sponsor and Listing Advisor

 Michelle Krastanov
 Tavira Securities Limited             +44 (0) 20 7100 5100

 Joint Broker

 Oliver Stansfield | Jonathan Evans
 Peterhouse Capital Limited

 Joint Broker                          +44 (0)20 7469 0930

 Charles Goodfellow | Duncan Vasey
 Investor Relations

 Faith Kinyanjui Mumbi                 +254 746 849 110

 

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