Annual Results for the year ended 31 December 2025

Shuka Minerals Plc

(“Shuka’’ or the “Company”)

Annual Results for the year ended 31 December 2025

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and developer, announces its audited results for the year ended 31 December 2025.

The 2025 Annual Report and Accounts will shortly be available on the Company's website at: https://www.shukaminerals.com/

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of Shuka are responsible for the contents of this announcement.

ENDS

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 contact:

Shuka Minerals Plc Richard Lloyd Chief Executive Officer	+44 (0)7990 503 007
Nominated Adviser Cairn Financial Advisers LLP Sandy Jamieson / Ludovico Lazzaretti / James Western	+44 (0)20 7213 0880
JSE Sponsor & Listing Advisor AcaciaCap Advisors Proprietary Limited Michelle Krastanov	+27 (11) 480 8500
Broker Tavira Financial Limited Oliver Stansfield / Jonathan Evans	+44 (0)20 7100 5100
Investor Relations Olivia Lloyd	+44 (0)208 892 8329

CHAIRMAN’S REPORT

The year ending 31 December 2025, was one of transition and consolidation for the Company as Shuka continued its focus on future strategy and direction. I have assumed the role of interim Chairman as well as remaining as Chief Executive Officer following the resignation of Quinton van Der Burgh. On 10 April 2026 Quinton van Der Burgh and Marc Nally resigned as Directors whilst Edward Ruheni did not stand for re-election. Marc Nally has been retained as a technical advisor to the Board. We thank them for their efforts and wish them well in their future endeavours.

The ongoing refocus of the Company has continued through 2025 into the first half of 2026 with an extended financial commitment to the Company by GMI. The total, unsecured, non-convertible funding commitment from GMI stands at £2m of which £1.552m has been drawn. £448,000 remains available, as at 31 May 2026, but as yet the balance remains undrawn. Post period the availability of the AUO Commercial Brokerage LLC (“AUO”) convertible loan note expired and remained undrawn. 

Gathoni Muchai Investments Limited (“GMI”) is a Nairobi-based investment firm focused on mining, property and retail sectors and headed by Jason Brewer and Ms Jackline Muchai. GMI have existing investments in four East African countries, including Tanzania and are a major shareholder in battery metals focused mining company Marula Mining plc and in Neo Energy Metals plc, each London-listed. GMI has a current 18.4% shareholding in Shuka Minerals. Shuka’s other major shareholder, AUO, led by Quinton van Der Burgh, has a current interest in 13.4% of the Company's issued shares.

On site in Tanzania, the Rukwa coal mine remained under care and maintenance with the rental of now fully serviced mobile machinery allowing for some small revenue to be earned in 2026 which is destined for plant refit and servicing. A restart, in mining operations, is expected in Q3 2026. A tight rein continues to be kept on costs.

The Company completed its due diligence and signing of definitive funding documentation, in order to complete the acquisition of Leopard Exploration and Mining Limited (“LEM”). LEM is the registered holder of a large-scale mining license 12848-HQ-LML issued in December 2014 for a period of 25 years which includes the world famous Kabwe Lead-Zinc-Silver-Vanadium mine in central Zambia (“Kabwe Mine”) approx. 110km north of the capital city of Lusaka.

This work included independent technical and legal reports, and demonstrated a technically robust and attractive acquisition opportunity of the Kabwe operation (the “Project”) which has a long history of mining and processing operations (1904-1994) of base and precious metals. The Project's mineral resources have been independently verified by the Company's retained technical experts Behre Dolbear meeting NI 43-101 reporting requirements and which have an in-situ value of approx. US$4 billion based on then prevailing London Metal Exchange prices. Preliminary economic analyses of the Project have estimated pre-tax cashflow of US$1.84 billion, NPV10 US$0.561 billion and an IRR of 112% based on the development of two of the five existing resources.

A conditional share purchase agreement (“SPA”) was entered into between the Company and LEM in December 2024, to acquire 100% of LEM's share capital. In the reporting period the Company took a 22.2% stake in LEM. Post period this increased to 100%.

The Kabwe Mine, was previously operated by Anglo American plc and Zambia Consolidated Copper Mines Limited and was mined continuously for 90 years until its closure in 1994, due to the then prevailing commodity prices. It was ranked as one of the world's highest-grade zinc and lead mining operations and is considered one of the most famous mines in Africa, holding a position of national economic importance in Zambia.

Post period the Company commenced 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.

2025 was certainly a challenging period for the Company on the ground from an operational perspective but outweighed by the strong steps taken to refocus the Company for the future. We believe that the continued and anticipated funding support by major shareholders, together with the investment strategy outlined above, will lead to a successful period for the business in 2026 and beyond.

I would like to extend my gratitude to all our stakeholders and former board directors and chairman.

Yours Sincerely,

Richard Lloyd

Interim Chairman

29 June 2026

CHIEF EXECUTIVE OFFICER'S REPORT

2025 was a continued period of rebuilding for our Company and its future direction. The vision for further growth beyond coal, whilst maximizing the value of Rukwa continues. I have now been with the Company for 12 months as at the end of the reporting period. The focus remains on a Rukwa restart and, the development of Kabwe. The prospects for 2026 and beyond are huge.

Board

I promised in early 2025 that further board appointments with technical and strong corporate capabilities would be made in order to progress our operations and strengthen the board. Post period and effective from the date of the AGM (10^th April 2026) Quinton van De Burgh and Edward Ruheni resigned from the board, I have taken over as interim Chairman whilst we find a solid and supportive replacement.  Marc Nally an Independent NED also did not stand for re-election at the AGM but remains as a consultant and technical advisor to the Board – his knowledge of Zambia and the mining industry there-in will remain a valuable asset to the team going forward.

The Company is pleased to welcome Independent Non-Exec directors Richard Hawken, a metals trader with significant Zambian and East African experience and Margaret Mudenda, a practicing Zambian lawyer and Senior Partner at Chalwe & Kabalata in Lusaka to the Board. They have already proved their considerable worth in concluding the LEM purchase and assisting in developing the Kabwe asset. Further appointments are under current consideration.

Operations

The Rukwa coal mine in Tanzania, operated by Shuka owned subsidiary Edenville International Tanzania Limited (“EITL”), has remained on care and maintenance through 2025. However, a positive reassessment of the potential for the Rukwa mine as well as technical and funding discussions has resulted in a restart budget capex of c.$350k in order to return the mine to a targeted production rate of 4,000-5,000 tpcm by Q3 2026 and beyond in to 2027. New equipment will be purchased, the wash plant tested and restarted and sales due to re-commence. We have been able to lease some of our own fully serviced mobile equipment within Tanzania to earn c.$12,000 pcm to assist the cost base in Tanzania.

Strategic partnerships with large cement manufacturers and one power provider continue to be discussed. There is interest in buying Rukwa’s entire coal output, to a maximum 10,000 tonnes per month. EITL will need to prove its ability to produce a minimum of 4,000 tonnes per month uninterrupted. As mentioned, this will require some investment in capital and equipment.

Kabwe / LEM acquisition

Following receipt of the final regulatory approval the Company acquired 22.2% of LEM prior to the year end and  a further 77.8% in January 2026 for $3.0 million settled through the issue of  6,364,454 shares at 7.935p per share in November 2025 and a further 22,275,588 at 7.817p per share in January 2026 ("Consideration Shares"), with no deferred consideration shares, equivalent to an issue price of 7.737p per share, a significant premium to the prevailing market price. As compensation for the issuance of the Consideration Shares upon completion, with no deferred consideration shares, the Company has agreed to issue LEM shareholders with a further 2,000,000 warrants (444,444 issued in November 2025) with an exercise price of 12.5p and expiry date of  31 December 2027, subject to the LEM vendors not holding post exercise, in aggregate, over 29.99% of the Total Voting Rights.

The Consideration Shares upon issue, represented 29.99% of the Company's enlarged issued share capital.

The Kabwe Mine was previously operated by Anglo American plc and ZCCM from 1904-1994. It is one of the world's highest-grade zinc and lead mining operations and has also produced significant amounts of Silver and Vanadium oxide and contains other rare earth minerals such as Gallium and Germanium. Early testing of surface samples from my recent visit returned grades of 15 to +30% Zn. Post period a 2,000m diamond core drilling campaign commenced with Ox Drilling and has so far returned exceptional results.

The Company have engaged GeoQuest to manage its preliminary exploration plans and mine development strategy for the Kabwe Mine. GeoQuest is a fully independent geological and environmental consultancy and contract services group. GeoQuest’s principals are well known by the Company’s CEO and technical advisor Marc Nally. GeoQuest have completed a review of the historical resource drilling and exploration work completed at the Kabwe Mine and geophysical surveys of the wider area and existing Mining License. They have demonstrated their deep knowledge of the area and the deposit and this has greatly assisted in the successful start to the 2026 drilling campaign.

Behre Dolbear’s NI 43-101 Competent Persons report will be updated based on the results of the above programmes. Preliminary economic analyses of the Project have estimated pre-tax cashflow of US$1.84 billion, NPV10 US$0.56 billion and an IRR of 112% based on the development of two of the five existing resources.

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

(i)             a high-resolution geophysical survey,

(ii)            a JORC Code 2012 / NI 43-101 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 project value addition in respect of the production of refined metals products.

Funding

A funding commitment was entered into with GMI on 2 December 2024 for an unsecured, non-convertible, interest free loan of £500,000. The Company agreed extended terms in 2025 for an additional £1.5 million non-dilutive and unsecured facility in order to complete LEM acquisition and purchase of the Kabwe Mine. £448,000 remains undrawn of the total facility, as at 31 May 2026.

Gathoni Muchai Investments Limited (“GMI”) and have been extremely supportive both from the funding and strategic basis. The ongoing refocus of the Company has continued into the first half of 2026 with continued financial support to the Company by GMI. The availability of the AUO Commercial Brokerage LLC (“AUO”) convertible loan note which had been extended by 12 months to March 2026 has now lapsed and was never drawn.

Post period, the Company concluded an equity raise realising gross proceeds of £1m at a price of 4p with a full 8p 3 year, warrant.

The Company is fully funded for its initial Rukwa and Kabwe plans. However, uncertainty remains regarding the timing of the recommencement of mining at Rukwa. Further funding may also be required to fully implement management’s planned work programmes for both Rukwa and Kabwe.

The Company continues to assess the long outstanding debt owed by the Envirom Group with debt collectors in Norway and is evaluating the potential for a successful claim.

Corporate Social Responsibility

The Company remains committed to fulfilling its corporate and social responsibilities (“CSR”). We recognise the importance of meeting social requirements as an operator in Tanzania and Zambia. The construction of the mining operation at Rukwa has already led to improvements in local infrastructure, most notably the construction and maintenance of a road from Kipandi to Mkomolo village and beyond, benefiting farmers, the local population, and the mine itself. We have also continued to prioritise the employment of local individuals from surrounding villages, resulting in highly competent and skilled employees. The positive social impact extends to the broader community, where enterprising individuals are providing services such as food supply for workers.

The CSR responsibilities in and around Kabwe with an historic, 100+ year old mine and local operations will be challenging but Shuka have already engaged local officials and representatives and will have a well thought out plan and study in place before any operations commence. We have already been able to employ a number of full time and casual staff members and are, post period, installing a water borehole and tower to provide potable water in a local community.

Post Period Events

On 12 January 2026 the Company issued 22,275,588 shares at 7.817 pence per share to complete the 100% acquisition of Leopard Exploration and Mining Limited. The Company issued 1,555,556 consideration warrants to the shareholders of LEM. These warrants have an exercise price of 12.5p per share and are valid until 31 December 2027.

In January 2026 Gathoni Muchai Investments Limited provided the Company with £815,000 as part of the £1,500,000 loan agreement. These funds were used to complete the 100% acquisition of Leopard Exploration and Mining Limited.

On completion of the LEM acquisition, Richard Lloyd, Chief Executive Officer, was issued with 2,000,000 warrants, expiring on 15 January 2029, with an exercise price of 12.5 pence per share.

On 13 January 2026 the Company announced a placing of 25,000,000 shares at 4 pence per share, raising £1 million before expenses. Participants to the placing were issued 1 warrant per placing share with an exercise price of 8p per share and expiring on 19 January 2029.

On 4 February 2026, the Company issued 6,000,000 shares at 4 pence each and 562,500 shares at 8p each.

2,200,000 shares were issued at 4p per share to Gathoni Muchai Investments Limited, in settlement of outstanding consultancy fees. A further 562,500 shares were issued at 8p per share to Gathoni Muchai Investments Limited in settlement of the 3% establishment fee pursuant to the terms of increased unsecured loan ("GMI Loan") entered into on 27 June 2025.

2,100,000 new Shares were issued to Richard Lloyd, Chief Executive Officer and 1,700,000 new Shares were issued to Marc Nally, former Non-Executive Director in settlement of historic contracted remuneration due to them.On 3 June 2026, the Company raised £150,000 through a subscription for 3,750,000 new ordinary shares at 4p per share. The Company also issued 3,750,000 warrants, exercisable at 8p per share and valid for 3 years.

Summary and Outlook

We have a new and focused executive management team with strong technical capabilities. Our investors bring extensive finance, and technical expertise in the mining business on the African continent. The LEM  and Kabwe project acquisition is a huge milestone in Shuka’s growth and a potential Company changer. Furthermore, with an expected improved cash and funding position, we will continue to target additional asset acquisitions, leveraging the natural resources and capital markets expertise of the Board and the significant shareholders.

I am firmly behind the future of Shuka and strongly believe that the future is bright, both for the remainder of 2026 and beyond, with confidence in its potential to generate shareholder value. The efforts made already in my short tenure have provided strong results and we hope for a positive share price trend. The JSE listing was a great success and opens the path to new and supportive investors.

Richard Lloyd

Chief Executive Officer

29 June 2026

INDEPENDENT AUDITORS TO THE MEMBERS OF SHUKA MINERALS PLC

FOR THE YEAR ENDED 31 DECEMBER 2025

Read Full Annual Results Here:

Annual Results For The Year Ended 31 December 2025.pdf

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