Shuka Minerals Plc

("Shuka" or the "Company")

Subscription with Strategic Investor to raise £750,000

GMI Loan Update

22 July 2026

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and developer, announces that it has conditionally raised gross proceeds of £750,000 through a subscription (the "Subscription") for 18,750,000 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at a price of 4 pence per Subscription Share (the "Subscription Price") with Menel Energy and Resources Limited (the "Subscriber" or "Menel"). The Company also announces that it has entered into a Deed of Amendment and Restatement (the "Deed") with Gathoni Muchai Investments Limited ("GMI") in relation to the shareholder loan facilities previously entered into between the Company and GMI on 2 December 2024 and 27 June 2025, respectively (together, the "Loan Agreements").

The Subscription Shares will be admitted to trading on AIM in two equal tranches of 9,375,000 Subscription Shares each. The Company confirms that the first tranche of £375,000 has been received in cleared funds. Receipt of the second tranche is expected to be received by 31 August 2026.

Conditional on completion of the Subscription, the Company will grant Menel warrants to subscribe for up to a further 18,750,000 new ordinary shares of £0.001 each at an exercise price of 8 pence per share, exercisable until 8 July 2029.

The Subscription Price represents a premium of approximately 53.9% to the closing mid-market price of 2.6 pence on 21 July 2026, being the last trading day prior to the date of this announcement. Following admission of all of the Subscription Shares and the Fee Shares (as defined below), Menel will hold approximately 12.3% of the enlarged issued share capital of the Company and will have the right to appoint one non-executive director to the Board. It is expected that the appointee will be Mr Tanda Syamunyangwa, Chief Executive Officer of Kanona Power Limited, subject to completion of the Company's standard Director take-on procedures.

Background on Menel Energy and Resources Limited

Menel is a privately held investment company incorporated in Zambia and focused on the natural resources sector. The Subscriber is wholly owned by Menel Management Services Limited, an entity controlled by Munakupya Hantuba and Valentine Chitalu. In 2025, Menel invested approximately US$6.94 million in GoviEx Uranium Inc. for a 13.6% stake. Menel has also undertaken investments in Zambian-focused mining projects and elsewhere in southern Africa.

Use of proceeds

The Subscription funds will be advanced in two tranches of £375,000 each, with admission of the corresponding Subscription Shares to follow receipt of each tranche. The proceeds of the first tranche will be applied towards the payments due to GMI under the Deed, with the balance applied towards the Company's drilling programme at Kabwe and for general working capital purposes.

GMI Loan Amendment

Under the Loan Agreements, GMI agreed to make available loans of up to £2.0 million in aggregate to the Company. As at the date of the Deed, the total amount outstanding under the Loan Agreements is approximately £1,587,000 (the "Loan").

Revised repayment terms

Under the terms of the Deed, the final repayment date for all outstanding principal and interest has been extended to 31 December 2027.

The Company will make a cash payment of US$250,000 to GMI on or before 31 July 2026. Following receipt of that payment, the principal amount of the Loan will be reduced by US$300,000.

The remaining balance of the Loan is repayable on or before 31 December 2027. Following any future equity fundraising or receipt of proceeds from the exercise of warrants over new ordinary shares, the Company may make interim repayments in such amounts and at such times as the Board determines, having regard to the Company's ongoing working-capital requirements.

Interest

The outstanding principal amount of the Loan will bear interest at a rate of 8% per annum, accruing daily. Interest will be payable quarterly in arrears in cash or, at the Company's election, through the issue of new ordinary shares of £0.01 each in the Company ("Ordinary Shares") at a price of 4 pence per Ordinary Share.

The Company will pay £10,538.88 to GMI on 31 July 2026 in respect of the agreed amount of interest accrued during July 2026.

Conversion rights and warrants

GMI will have the right to convert amounts outstanding under the Loan into new Ordinary Shares at a conversion price of 4 pence per Ordinary Share.

For each new Ordinary Share issued following a conversion of the Loan, GMI will also receive one warrant to subscribe for one new Ordinary Share at an exercise price of 8 pence per Ordinary Share. The warrants will expire on 30 June 2028 and will be subject to acceleration provisions where the closing middle-market price of an Ordinary Share is at least 10 pence for 10 trading days during any period of 30 consecutive trading days.

Restructuring fee

In consideration for the amendment of the Loan and the waiver granted by GMI, the Company has agreed to pay GMI a restructuring and waiver fee equal to 7.5% of the amount outstanding under the Loan. The fee, amounting to £119,054.32, will be satisfied through the issue of 2,976,358 new Ordinary Shares to GMI at a price of 4 pence per Ordinary Share (the "Fee Shares").

Admission and total voting rights

Application will be made to the London Stock Exchange for the first tranche of 9,375,000 Subscription Shares and the 2,976,358 Fee Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and dealings will commence at 8.00 a.m. on or around 27 July 2026.

The second tranche of 9,375,000 Subscription Shares will be admitted following receipt of the corresponding subscription monies, and the Company will make a further announcement at that time. The Subscription Shares and Fee Shares will, on the relevant admission, rank pari passu in all respects with the existing Ordinary Shares.

Following First Admission, the total issued share capital of the Company will comprise 143,387,497 Ordinary Shares, each with voting rights. The Company holds no Ordinary Shares in treasury. The figure of 143,387,497 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.

Shuka Minerals CEO, Richard Lloyd, commented:

"I am delighted to welcome Menel Energy and Resources as a strategic investor and significant shareholder. They bring extensive in-country experience and relationships, as well as significant access to African-sourced capital. I look forward to welcoming Mr Syamunyangwa to the Board following completion of the Company's standard take-on procedures.

"Whilst our last two capital raises have been completed at a premium to the market price, the resulting valuation remains approximately 1% of the existing Phase 1 NPV of Kabwe. The 2026 drilling programme has continued to demonstrate the potential of the project, with substantial mineralised intersections and preliminary XRF readings indicating zinc grades above the historical average for the deposit.

"I believe that, as we continue to advance Kabwe, an asset from which more than 14.5Mt of ore has historically been mined and which has an existing remaining resource of over 5.7Mt, including 700Kt of zinc, there is scope for the market to better reflect the underlying value of the asset."

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.

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Caution:

Certain statements in this announcement are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.