REG - Shuka Minerals PLC - Update on Kabwe transaction completion

Shuka MineralsAnnouncement

19/11/2025 07:00

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RNS Number : 0719I  Shuka Minerals PLC  19 November 2025

19 November 2025

Shuka Minerals Plc

("Shuka" or the "Company")

Update on Kabwe transaction completion

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and
developer, is pleased to provide an update on the financing for 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.

 

Further to the Company's announcement on 11 November 2025, confirming the
receipt of the initial US$300,000 tranche from Gathoni Muchai Investments
Limited ("GMI"), the Company has entered into an agreement ("Agreement") with
the LEM vendors to settle the balance of the Acquisition consideration through
a number of proportionate tranches.

 

The initial tranche will comprise a cash payment of US$300,000 to be made to
the LEM vendors, representing 22.2% of the remaining  US$1.35 million cash
component of the Acquisition.

 

Accordingly, with the initial tranche, 6,364,454  Consideration shares will
be issued to the LEM vendors, at an equivalent 7.935p per share, to settle
US$666,667, being the pro rata consideration for the US$3,000,000 share
component of the Acquisition, together with 444,444 Consideration warrants.
The 6,364,454  Consideration shares are issued subject to a 1 year lock-in
restriction.

 

The LEM vendors will concurrently transfer 1,234 LEM shares to Shuka, giving
the Company an initial effective position of 22.2% in LEM and the world class
Kabwe Mine in Zambia.

 

As announced on 13 December 2024, in 2023 market leader Behre Dolbear provided
an Independent Competent Person's Report on the Kabwe Mine to NI 43-101
standards, based on an assessment of historical data and resources and
reports, which confirmed, non-JORC compliant, sizeable remaining resources of
5.723Mt, containing approximately 696kt of zinc and 107kt of lead, with
current in situ value in excess of US$2 billion at commodity prices at that
time.

 

Further tranches shall be paid following receipt by Shuka of funds from GMI,
pursuant to the increased loan entered into on 30 June 2025, until Shuka's
interest in LEM has reached 49.9%. Thereafter, a final tranche will comprise
the balance of the Acquisition cash, share and warrant consideration to
acquire a resultant 100% of LEM.

Under the Agreement, completion of all tranches shall occur by no later than
31 December 2025, however as previously reported, the Company expects to
receive the balance of funds owed under the GMI increased loan, required to
satisfy the remaining Acquisition cash consideration, facility later this
month, in turn enabling settlement of the balance of the Consideration due to
the LEM vendors, whereby Shuka will increase its ownership of the Kabwe Mine
to 100%.

 

AIM Application

 

Application will be made to the London Stock Exchange for the 6,364,454
Consideration Shares, pursuant to the initial tranche, to be admitted to
trading on AIM ("Admission").  It is expected that Admission will become
effective and that dealings on AIM will commence at 8.00 a.m. on or around 25
November 2025.

 

Total Voting Rights

 

On Admission, the Company's issued share capital will consist
of 73,223,051 ordinary shares of 1 pence each in the capital of the Company
("Shares"), each with one voting right.  There are no Shares held in
treasury. Therefore, the Company's total number of Shares and voting rights
will be 73,223,051 and this figure may be used by shareholders following
Admission 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.

 

Capitalised terms in this announcement have the same meaning as in the
Company's announcement 1 July 2025, unless otherwise defined.

 

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                 +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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