Assignment of GMI Loan & Related Party Transaction
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Shuka Minerals Plc
("Shuka" or the "Company")
18 September 2026
Assignment of GMI Loan
Related Party Transaction
Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and developer, is pleased to announce that it has agreed to an assignment (the "Assignment") by Gathoni Muchai Investments Limited ("GMI") of the remaining portion of the GMI convertible loan amounting to £163,334.10 (the "Loan") to a specialist Australian mining investor (the "Investor") and to Richard Lloyd, Chief Executive Officer of the Company ) (together the "Investors").
The Assignment of £63,334.10 of the Loan to the Investor will enable the Investor, under the original terms of the Loan, to convert into up to 1,583,352 new ordinary shares of £0.01 each in the capital of the Company ("Conversion Shares") at a price of 4 pence per Conversion Share (the "Conversion Price").
The Assignment of £100,000 of the Loan to Richard Lloyd will enable him to convert into up to 2,500,000 Conversion Shares at the Conversion Price under the original terms of the Loan.
The Investors have indicated their intention to convert the Loan shortly following completion of the Assignment, subject in the case of Richard Lloyd to the Company's dealing policy and any applicable closed period under the UK Market Abuse Regulation.
Related Party Transaction
Richard Lloyd is the Chief Executive Officer and a Director of the Company and is therefore a related party of the Company for the purposes of the AIM Rules for Companies. The assignment to Richard Lloyd of £100,000 of the Loan Principal constitutes a related party transaction under AIM Rule 13 (the "Transaction") as Shuka is a party to the Assignment agreement.
The Directors of the Company, with the exception of Richard Lloyd, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, consider the terms of the Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
Conditional on completion of the Assignment, and according to the original terms of the Loan, the Company will grant the Investors warrants to subscribe for up to a further 4,083,352 new ordinary shares of £0.01 each at an exercise price of 8 pence per share, exercisable on or before 20 July 2029, as per the terms of the amended and restated loan agreement between GMI and the Company. The original warrants granted to GMI with respect to these 4,083,352 new ordinary shares will be cancelled.
The Conversion Price represents a c.30% premium to the mid-market closing price of 3.1 pence on 17 September 2026.
Reduction in GMI Loan outstanding
On completion of the Assignment, the amount outstanding under the Loan will be reduced to nil.
Shuka Minerals CEO, Richard Lloyd, commented: "I am delighted to welcome a new Investor into the Shuka family and it is encouraging that we are starting to gain visibility and attract investment from Australia, who have a deep involvement in mining and exploration investment. We hope this is the start of things to come down under. I am also delighted for the opportunity to increase my personal shareholding in the Company, which I hope conveys to the shareholders and the market my strong belief in the future of Shuka and inherent value within the Kabwe Project.
"I would like to thank GMI for their historic support of the Company.
"The expected conversion of this balance of the remaining outstanding Loan would mean the Company is debt free and there are no interest payments due."
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 |
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.
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