REG - Shuka Minerals PLC - Issue of shares – settlement of historic fees

Shuka MineralsAnnouncement

23/01/2026 16:30

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RNS Number : 2257Q  Shuka Minerals PLC  23 January 2026

23 January 2026

Shuka Minerals Plc

("Shuka" or the "Company")

Issue of shares - settlement of historic fees

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and
developer, notifies the issue of the following new ordinary shares ("Shares").

2,762,500 new Shares are being issued to Gathoni Muchai Investments Limited
("GMI"), of which 562,500 Shares relate to the settlement of the 3%
establishment fee pursuant to the terms of  increased unsecured loan ("GMI
Loan") entered into on 30 June 2025. To date, £1.115m has been drawn down
under the GMI Loan, with a further £385,000 remaining undrawn. The balance
of  2,200,000 Shares are being issued to GMI at a reference price of 4 pence
per Share (being equal to the price of the recent equity fundraise) in
settlement of historic fees pursuant to GMI's  consultancy agreement,
announced on 24 May 2024 ("Agreement"). The Agreement has now been terminated
according to its terms.

2,100,000 new Shares are being issued to Richard Lloyd, Chief Executive and
1,700,000 new Shares are being issued to Marc Nally, Non-Executive Director,
each at a reference price of 4 pence per Share (being equal to the price of
the recent equity fundraise) in settlement of historic contracted remuneration
due to them, following which Mr Lloyd's interest in the Company will comprise
2,100,000 Shares, representing approximately 1.65% of the Company's enlarged
issued share capital, and 2,000,000 warrants and Mr Nally's interest in the
Company will comprise 1,700,000 Shares, representing approximately 1.34% of
the Company's enlarged issued share capital.

Richard Lloyd, CEO, commented:

"Whilst the Company has successfully completed a recent raise, in the interest
of continuing to preserve cash, in order to channel maximum funds into
progressing the geological studies at Kabwe, it is highly appreciated that
Marc has joined me in accepting historic salary in shares."

Related party transactions

As GMI are a substantial shareholder in the Company, the Agreement fee
settlement, as set out above, constitutes a related party transaction pursuant
to Rule 13 of the AIM Rules for Companies. The directors of the Company
consider, having consulted with the Company's Nominated Adviser, Strand Hanson
Limited, that the terms of the Agreement fee settlement are fair and
reasonable in so far as the Company's shareholders are concerned.

The issues of new Shares to Mr Lloyd and Mr Nally constitute related party
transactions pursuant to Rule 13 of the AIM Rules for Companies. The
independent directors of the Company (being all the directors save for Mr
Lloyd and Mr Nally) consider, having consulted with the Company's Nominated
Adviser, Strand Hanson Limited, that the terms of the issues of new Shares to
Mr Lloyd are fair and reasonable in so far as the Company's shareholders are
concerned.

AIM application and Total voting rights

Application has been made to the London Stock Exchange for the 6,562,500
Shares to be admitted to trading on AIM ("Admission").  It is expected that
Admission will become effective and that dealings will commence on or around
8.00 a.m. on 29 January 2026.

 Following the Admission, the total issued share capital of the Company will
be 127,061,139 ordinary shares, each with voting rights. The above figure may
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company, under the FCA's Disclosure Guidance and
Transparency Rules.

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.

Shuka Minerals plc has its primary listing on the London Stock Exchange (AIM)
and a secondary listing on the AltX of the JSE Limited.

For Enquiries:

       Shuka Minerals Plc                          +44 (0) 7990 503007

       Richard Lloyd - CEO
       Strand Hanson Limited

       Financial and Nominated Adviser             +44 (0) 20 7409 3494

       James Harris | Richard Johnson

       AcaciaCap Advisors Propriety Limited        +27 (11) 480 8500

       JSE Sponsor and Listing Advisor

       Michelle Krastanov

       Tavira Financial 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

 

PDMR Notification Forms :

The notifications below are made in accordance with the requirements of MAR.

  1.   Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         1.     Richard Lloyd

                                                                    2.     Marc Nally
 2.    Reason for the Notification
 a)    Position/status                                              1.     Director - Chief Executive

                                                                    2.     Non-executive Director
 b)    Initial notification/amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Shuka Minerals plc
 b)    LEI                                                          213800DBIRLNVAHNDU21
 4.    Details of the transaction(s):section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
       where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary shares of 1 pence each
       Identification code                                          GB00BN47NP32
 b)    Nature of the Transaction                                    Shares in lieu of remuneration
 c)    Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                    4pence   1.     2,100,000

                                                                         2.     1,700,000

 d)    Aggregated information                                       As set out above

       Aggregated volume Price
 e)    Date of the transaction                                      23 January 2026
 f)    Place of the transaction                                     Off market

d)

Aggregated information

Aggregated volume Price

As set out above

e)

Date of the transaction

23 January 2026

f)

Place of the transaction

Off market

 

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