Half-year Financial Report

Shuka Minerals PLC

30 September 2026

 

30 September 2026

SHUKA MINERALS PLC

("Shuka" or the "Company")

Interim Results for the six months to 30 June 2026

Shuka Minerals plc (AIM/AltX: SKA), the African focused mine operator and developer, announces the Company's unaudited interim results for the six months ended 30 June 2026.

Chief Executive's Report

I am pleased to present the interim results for the six-month period from 1 January 2026 to 30 June 2026.

A successful fundraise was completed in January 2026 raising gross proceeds of £1,000,000 through the placing of 25,000,000 new ordinary shares at 4 pence per share. Participants received one warrant for each placing share, exercisable at 8 pence per share until 19 January 2029. This raise was conducted at a c.27% discount to the prevailing market which is a strong achievement for a junior mining company.

The strategic investment funding received to date, under the £2m loan facility, from Gathoni Muchai Investments ("GMI") has been extended to 31 December 2027 and restructured to a convertible loan note at 4p with an attached 8p warrant. This occurred post period and included a reduction in the balance outstanding of £272,618 (USD300,000). This restructure ensures that the Company has the time and the means to continue its investment in both Kabwe and Rukwa. The continued support from GMI is appreciated by the board. During September 2026, GMI assigned the convertible loan to a number of strategic investors. On 4 September 2026, £796,439 of the loan was converted into 19,910,977 new ordinary shares at 4 pence per share, with an equivalent number of warrants granted at an exercise price of 8 pence per share. A further £419,648, comprising £400,000 of principal and £19,648 of accrued interest, was assigned to RAB Capital Limited as announced on 3 September 2026. On 18 September 2026, the remaining £163,334.10 of the loan was assigned to a specialist Australian mining investor and Richard Lloyd, the Company's Chief Executive Officer

The £2m Convertible Loan Note ("CLN") provided by AUO Commercial Brokerage has been cancelled and remained undrawn when it expired in March 2026. AUO continued to hold their shares and own c.12% of the Company at the end of the period. Quinton van der Burgh did not stand for re-election at the AGM and Richard Lloyd has taken on the role as Interim Chairman whilst a replacement is found. Post period with the £750,000 equity investment from Menel Energy and Resources, a strong Zambian candidate has been identified and will be appointed as Non-Executive Chairman subject to usual due diligence and checks.

A restructure of the Board of Directors was undertaken at the time of the AGM. New non-executive directors Margaret Mudenda and Richard Hawken joined the board, Mr Edward Ruheni resigned from the main Shuka board but remains involved at the Tanzanian subsidiary level Edenville International Tanzania Limited ("EITL"). The new additions bring talent and specific expertise and will be crucial for the Company as we look to develop Shuka into a leading African focused mining and development company in the coming months and years.

During the period, the Company was fully funded to commence the Phase 1 drilling campaign at Kabwe which completed 2,500m of successful drilling with excellent results and assays returned during July/August 2026. The evaluation of the Kabwe project remains the Company's primary target going forward.

During the period, the Company has continued to manage the day-to-day operations at its wholly owned subsidiary EITL in Tanzania. Dewatering of the pits is managed and infrastructure and mobile plant repairs continue. Zero coal sales have been made into the regional market in the period. However, the Company has engaged a plant specialist consultant to advise on a re-start capex programme and wash plant refurbishment. With this in mind, two groups of investors/off takers have expressed an interest in the project. These discussions continued post period. The Company continues its ongoing compliance with local regulations and requirements under the mining licence, with new regulations in country regarding rehabilitation being addressed.

I look forward to a strong end to 2026 with a second phase of drilling at Kabwe and a Rukwa restart.

Shuka is committed to becoming a major mine developer and operator in Eastern Africa and is committed to ensuring its activities demonstrate environmental sustainability, community engagement, and responsible mining practices. Indeed, the drilling of a community water borehole and the sponsorship of various sporting groups in Kabwe is only the start of our community engagement.

I would like to thank all our shareholders for their ongoing support, and I look forward to working with the new directors and all key stakeholders over the rest of 2026.

Richard Lloyd

Chief Executive Officer

For further information please contact:

Shuka Minerals Plc
Richard Lloyd - Chief Executive Officer	[phone]
Cairn Financial Advisers LLP	[phone]
(Nominated Adviser) Sandy Jamieson/Ludovico Lazzaretti/James Western
AcaciaCap Advisors Propriety Limited	[phone]
JSE Sponsor and Listing Advisor
Michelle Krastanov
Tavira Securities Limited	[phone]
(Broker)
Oliver Stansfield
Jonathan Evans

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		Six months ended 30 June 26	Six months ended 30 June 25	Year ended 31 Dec 25
		Unaudited	Unaudited	Audited
	Note	£	£	£
Revenue		-	-	-
Cost of sales		(16,815)	(39,430)	(61,622)
Gross loss		(16,815)	(39,430)	(61,622)
Other operating income		55,770	-	-
Administrative expenses		(408,565)	(335,505)	(823,215)
Group operating loss		(369,610)	(374,935)	(884,837)
Finance income		1,376	211	298
Finance costs		(40,487)	(1,646)	(18,598)
Loss on operations before taxation		(408,721)	(376,370)	(903,137)
Taxation		-	-	-
Loss for the period after taxation		(408,721)	(376,370)	(903,137)
Other comprehensive loss:
(Loss)/gain on translation of overseas subsidiary		70,281	(475,377)	(371,434)
Total comprehensive loss for the period		(338,440)	(851,747)	(1,274,571)
Attributable to:
Equity holders of the Company		(338,310)	(851,387)	(1,273,804)
Non-controlling interest		(130)	(360)	(767)
		(338,440)	(851,747)	(1,274,571)
Loss per share
- basic and diluted (pence)	2	(0.33)	(0.53)	(1.35)
- headline, basic and diluted (pence)	2	(0.33)	(0.53)	(1.35)

The income for the period arises from the Group's continuing operations.

CONSOLIDATED statement of financial position

as at 30 June 2026

		As at 30 June 26	As at 30 June 25	As at 31 Dec 25
		Unaudited	Unaudited	Audited
	Note	£	£	£
Non-current assets
Investments in associates		-	-	751,487
Property, plant and equipment	4	5,189,557	5,041,065	5,130,846
Intangible assets	5	4,259,016	309,806	315,612
		9,448,573	5,350,871	6,197,945
Current assets
Inventories		4,204	4,072	4,148
Trade and other receivables		190,169	230,045	226,618
Cash and cash equivalents		47,618	16,622	4,569
		241,991	250,739	235,335
Current liabilities
Trade and other payables		(642,568)	(931,345)	(1,242,183)
Borrowings		(1,602,257)	(335,686)	(751,921)
		(2,244,825)	(1,267,031)	(1,994,104)
Current assets less current liabilities		(2,002,834)	(1,016,292)	(1,758,769)
Total assets less current liabilities		7,445,739	4,334,579	4,439,176
Non - current liabilities
Environmental rehabilitation liability		(37,967)	(33,132)	(37,466)
Net assets		7,407,772	4,301,447	4,401,710
Capital and reserves
Called-up share capital	7	5,270,508	4,628,732	4,692,377
Share premium account		27,508,745	24,486,388	25,028,601
Share based payment reserve		714,374	510,727	428,147
Foreign currency translation reserve		711,694	538,897	643,076
Retained earnings		(26,773,443)	(25,838,492)	(26,364,852)
Issued capital and reserves attributable to owners of the parent company		7,431,878	4,326,252	4,427,349
Non-controlling interest		(24,106)	(24,805)	(25,639)
Total equity		7,407,772	4,301,447	4,401,710

CONSOLIDATED statement of changes in equity

	--------------------------------------------------Equity Interests---------------------------------------
	Share Capital	Share Premium		Retained Earnings Account		Share Option Reserve		Foreign Currency Translation Reserve		Total		Non-controlling interest	Total
	£	£		£		£		£		£		£	£
At 1 January 2026	4,692,377	25,028,601		(26,364,852)		428,147		643,076		4,427,349		(25,639)	4,401,710
Comprehensive Income for the year
Foreign currency translation	-	-		-		-		68,618		68,618		1,663	70,281
Loss for the period	-	-		(408,591)		-		-		(408,591)		(130)	(408,721)
Total comprehensive income for the period	-	-		(408,591)		-		68,618		(339,973)		1,533	(338,440)
Transactions with owners
Issue of share capital	578,131	2,607,149		-		-		-		3,185,280		-	3,185,280
Issue of share options	-	-		-		228,222		-		228,222		-	228,222
Share option costs		(58,005)		-		58,005		-		-		-	-
Share issue costs	-	(69,000)		-		-		-		(69,000)		-	(69,000)
Total transactions with owners	578,131	2,480,144		-		286,227		-		3,344,502		-	3,344,502
At 30 June 2026	5,270,508	27,508,745		(26,773,443)		714,374		711,694		7,431,878		(24,106)	7,407,772

	--------------------------------------------------Equity Interests---------------------------------------
	Share Capital	Share Premium	Retained Earnings Account	Share Option Reserve	Foreign Currency Translation Reserve	Total	Non-controlling interest	Total
	£	£	£	£	£	£	£	£
At 1 January 2025	4,612,482	24,372,638	(25,512,880)	561,125	1,014,035	5,047,400	(24,206)	5,023,194
Comprehensive Income for the year
Foreign currency translation	-	-	-	-	(475,138)	(475,138)	(239)	(475,377)
Loss for the period	-	-	(376,010)	-		(376,010)	(360)	(376,370)
Total comprehensive income for the period	-	-	(376,010)	-	(475,138)	(851,148)	(599)	(851,747)
Transactions with owners
Issue of share capital	16,250	113,750	-	-	-	130,000	-	130,000
Lapsed share options	-	-	50,398	(50,398)	-	-	-	-
Total transactions with owners	16,250	113,750	50,398	(50,398)	-	130,000	-	130,000
At 30 June 2025	4,628,732	24,486,388	(25,838,492)	510,727	538,897	4,326,252	(24,805)	4,301,447

	--------------------------------------------------Equity Interests---------------------------------------
	Share Capital	Share Premium	Retained Earnings Account	Share Option Reserve	Foreign Currency Translation Reserve	Total	Non-controlling interest	Total
	£	£	£	£	£	£	£	£
At 1 January 2025	4,612,482	24,372,638	(25,512,880)	561,125	1,014,035	5,047,400	(24,206)	5,023,194
Comprehensive Income for the year
Foreign currency translation	-	-	-	-	(370,959)	(370,959)	(475)	(371,434)
Loss for the year	-	-	(902,370)	-	-	(902,370)	(767)	(903,137)
Total comprehensive income for the year	-	-	(902,370)	-	(370,959)	(1,273,329)	(1,242)	(1,274,571)
Transactions with owners
Issue of share capital	79,895	555,125	-	-	-	635,020	-	635,020
Share options/warrants charge	-	-	-	18,258	-	18,258	-	18,258
Lapse of share options/warrants	-	100,838	50,398	(151,236)	-	-	-	-
Total transactions with owners	79,895	655,963	50,398	(132,978)	-	653,278	-	653,278
Non- controlling interest share of goodwill	-	-	-	-	-	-	(191)
At 31 December 2025	4,692,377	25,028,601	(26,364,852)	428,147	643,076	4,427,349	(25,639)	4,401,710

consolidated CASH FLOW STATEMENT

	Note	Six months ended 30 June 26	Six months ended 30 June 25	Year  ended 31 Dec 25
		Unaudited	Unaudited	Audited
		£	£	£
Cash flows from operating activities
Operating loss		(369,610)	(374,935)	(884,837)
Adjustments to reconcile profit before tax to net cash flows:
Depreciation	4	9,968	11,707	25,507
Loss on sale of fixed assets		130	-	250
Share based payments		82,160	-	-
Loan arrangement fees		45,000	-	-
Directors' remuneration		84,000	-	-
Liabilities settled in shares		9,000	-	-
Foreign exchange differences		(19,776)	25,528	25,679
Working capital changes
Movement in inventories		(56)	382	306
Movement in trade and other receivables		36,451	10,332	13,757
Movement in trade and other payables		(531,615)	167,088	481,031
Net cash used in operating activities		(654,348)	(159,898)	(338,307)
Tax Paid		-	-	-
Cash flows from investing activities
Investment in associate		-	-	(228,209)
Purchase of subsidiary	5,6	(911,102)	-	(9,180)
Purchase of exploration & evaluation assets	5	(371,713)	-	-
Finance income		1,376	211	298
Net cash (used in)/from investing activities		(1,281,439)	211	(237,091)
Cash flows from financing activities
New loans		903,000	150,000	586,766
Repayment of lease liabilities		(2,241)	(7,975)	(40,764)
Lease interest		-	(1,646)	-
Proceeds on issue of ordinary shares		1,080,997	-	(1,896)
Finance costs		(2,911)	-	-
Net cash generated from financing activities		1,978,845	140,379	544,106
Net increase/(decrease) in cash and cash equivalents		43,058	(19,308)	(31,292)
Cash and cash equivalents at beginning of year		4,569	36,038	36,038
Exchange losses on cash and cash equivalents		(9)	(108)	(177)
Cash and cash equivalents at end of the		47,618	16,622	4,569

NOTES TO THE INTERIM REPORT

1.         Financial information and basis of preparation

The interim financial statements of Shuka Minerals Plc are unaudited consolidated financial statements for the six months ended 30 June 2026 which have been prepared in accordance with UK adopted international accounting standards. They include unaudited comparatives for the six months ended 30 June 2025 together with audited comparatives for the year ended 31 December 2025.

The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.  The statutory accounts for the year ended 31 December 2025 have been reported on by the Company's auditors and have been filed with the Registrar of Companies.  The report of the auditors was unqualified. The report contained a Material uncertainty related to gong concern and contained an Emphasis of matter paragraph on Operationalisation of up to 16% Government of Tanzania non-dilutive free carried share interest. Aside from the above, the auditor's report did not contain any statement under section 498 of the Companies Act 2006.

The interim consolidated financial statements for the six months ended 30 June 2026 have been prepared on the basis of accounting policies expected to be adopted for the year ended 31 December 2026. These are anticipated to be consistent with those set out in the Group's latest financial statements for the year ended 31 December 2025. These accounting policies are drawn up in accordance with adopted International Accounting Standards ("IAS") and International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

2.          Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

	30 June 26	30 June 25	31 December 25
	£	£	£
Loss after taxation	(408,721)	(376,370)	(903,137)
Headline loss before taxations	(408,721)	(376,370)	(903,137)
Weighted average number of shares in the period	122,777,173	70,351,000	65,056,327
Basic and diluted loss per share (pence)	(0.33)	(0.53)	(1.35)
Headline -Basic and diluted loss per share (pence)	(0.33)	(0.53)	(1.35)

The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of share options and warrants would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

3.         Dividends

No dividends are proposed for the six months ended 30 June 2026 (six months ended 30 June 2025: £nil, year ended 31 December 2025: £nil).

4.    Property, plant and equipment

	Coal Production assets	Plant & machinery	Fixtures & fittings	Motor vehicles	Total
	£	£	£	£	£
Cost or valuation As at 1 January 2026	5,240,371	1,213,319	7,198	279,059	6,739,947
Disposal	-	(7,471)	(7,198)	-	(14,669)
Foreign exchange adjustment	70,312	16,172	-	3,743	90,227
At 30 June 2026	5,310,683	1,222,020	-	282,802	6,815,505
Accumulated depreciation
As at 1 January 2026	188,343	1,205,299	7,151	208,308	1,609,101
Depletion/Charge for the year	-	1,006	-	8,962	9,968
Disposal	-	(7,388)	(7,151)	-	(14,539)
Foreign exchange adjustment	2,559	16,065	-	2,794	21,418
At 30 June 2026	190,902	1,214,982	-	220,064	1,625,948
Net book value
As at 30 June 2026	5,119,781	7,038	-	62,738	5,189,557

	Coal Production assets	Plant & machinery	Fixtures & fittings	Motor vehicles	Total
	£	£	£	£	£
Cost or valuation As at 1 January 2025	5,626,017	1,292,201	7,422	316,286	7,241,926
Foreign exchange adjustment	(482,012)	(110,070)	(280)	(25,668)	(618,030)
At 30 June 2025	5,144,005	1,182,131	7,142	290,618	6,623,896
Accumulated depreciation
As at 1 January 2025	202,213	1,291,405	7,361	214,759	1,715,738
Depletion/Charge for the year	-	92	8	11,607	11,707
Foreign exchange adjustment	(17,334)	(110,010)	(280)	(16,990)	(144,614)
At 30 June 2025	184,879	1,181,487	7,089	209,376	1,582,831
Net book value
As at 30 June 2025	4,959,126	644	53	81,242	5,041,065

4.         Property, plant and equipment (continued)

	Coal Production assets	Plant & machinery	Fixtures & fittings	Motor vehicles	Total
	£	£	£	£	£
Cost or valuation As at 1 January 2025	5,626,017	1,292,201	7,422	316,286	7,241,926
Additions	-	9,180	-	-	9,180
Written off	-	-	-	(16,691)	(16,691)
Foreign exchange adjustment	(385,646)	(88,062)	(224)	(20,536)	(494,468)
At 31 December 2025	5,240,371	1,213,319	7,198	279,059	6,739,947
Accumulated depreciation
As at 1 January 2025	202,213	1,291,405	7,361	214,759	1,715,738
Depletion/Charge for the year	-	1,909	14	23,584	25,507
Written off	-	-	-	(16,441)	(16,441)
Foreign exchange adjustment	(13,870)	(88,015)	(224)	(13,594)	(115,703)
At 31 December 2025	188,343	1,205,299	7,151	208,308	1,609,101
Net book value
As at 31 December 2025	5,052,028	8,020	47	70,751	5,130,846

5.    Intangible assets

			Mining Licences Tanzania	Mining Licence Zambia	Total
			£	£	£
Cost or valuation As at 1 January 2026			1,492,484	-	1,492,484
On acquisition of subsidiary (see note 6)			-	3,549,934	3,549,934
Additions			-	371,843	371,843
Foreign exchange adjustment			20,015	17,395	37,410
At 30 June 2026			1,512,499	3,939,172	5,451,671
Accumulated amortisation and impairment
As at 1 January 2026			1,176,872	-	1,176,872
Foreign exchange adjustment			15,783	-	15,783
					-
At 30 June 2026			1,192,655	-	1,192,655
Net book value
As at 30 June 2026			319,844	3,939,172	4,259,016

5.    Intangible assets (continued)

			Mining Licences Tanzania	Mining Licences Zambia	Total
			£	£	£
Cost or valuation As at 1 January 2025			1,602,314	-	1,602,314
Foreign exchange adjustment			(137,278)	-	(137,278)
At 30 June 2025			1,465,036	-	1,465,036
Accumulated amortisation and impairment
As at 1 January 2025			1,263,478	-	1,263,478
Foreign exchange adjustment			(108,248)	-	(108,248)
At 30 June 2025			1,155,230	-	1,155,230
Net book value
As at 30 June 2025			309,806	-	309,806

			Mining Licences Tanzania	Mining Licences Zambia	Total
			£	£	£
Cost or valuation As at 1 January 2025			1,602,314	-	1,602,314
Foreign exchange adjustment			(109,830)	-	(109,830)
At 31 December 2025			1,492,484	-	1,492,484
Accumulated amortisation and impairment
As at 1 January 2025			1,263,478	-	1,263,478
Amortisation			-	-	-
Foreign exchange adjustment			(86,606)	-	(86,606)
At 31 December 2025			1,176,872	-	1,176,872
Net book value
As at 31 December 2025			315,612	-	315,612

6.    Asset acquisition during the period

Prior to the acquisition, the Group held a 22.2% investment in Leopard Exploration and Mining Limited ("LEM"). On 16 January 2026, the Group acquired the remaining 77.8% of LEM.
LEM owns Kabwe, one of the world's richest and most notable zinc mines, with grades of up to 43% zinc and historical production averaging around 25%. Over 14.56Mt of ore has been produced to-date from the Project, which first commenced production in 1904. 5.723Mt of resources still exist at Kabwe (including 700K tonnes of zinc and 100K tonnes of lead), with a value in excess of US$2 billion. An outlined phase 1 development of part of the resource generated pre-tax cash flows of US$1.84 billion and a NPV10 of US$561 million.

As LEM did not meet the definition of a business under IFRS 3, the transaction has been accounted for as an asset acquisition rather than a business combination. Accordingly, the previously held 22.2% interest was not remeasured to fair value through profit or loss upon obtaining control. The carrying value of the previously held interest together with the consideration paid for the additional interest forms part of the total cost allocated to the identifiable assets and liabilities acquired.

The principal asset acquired was the Kabwe mining licence. No goodwill arose on acquisition.

	Book Value	Acquisition Adjustment	Assets acquired
	£	£	£
Non-current assets:
Property, Plant and Equipment	120,186	3,429,748	3,549,934
Non - Current Liabilities:
Deferred Tax	-	-	-
Total net assets	120,186	3,429,748	3,549,934
Fair value of consideration paid:
Cash			1,139,312
Shares			2,246,302
Warrants			164,320
Total Consideration			3,549,934
Goodwill			-

Total consideration paid of £3.5 million equalled the provisional fair value of identifiable assets and liabilities acquired which was a net value of £3.5 million. Accordingly, the excess does not give rise to goodwill.

7.    Share capital

	No	£	No	£	£
	Ordinary shares of 1p each	Ordinary shares of 0.02p/1p each	Deferred shares of 0.001p each	Deferred shares of 0.001p each	Total share capital
Issued and fully paid
At 1 January 2026	73,223,051	732,233	396,014,437,346	3,960,144	4,692,377
On 12 January 2026, 22,275,588 shares issued for 7.817p per share	22,275,588	222,756	-	-	222,756
On 20 January 2026, 25,000,000 shares issued for 4p per share	25,000,000	250,000	-	-	250,000
On 4 February 2026, 6,000,000 shares issued for 4p per share	6,000,000	60,000	-	-	60,000
On 4 February 2026, 562,500 shares issued for 8p per share	562,500	5,625	-	-	5,625
On 3 June 2026, 3,975,000 shares issued for 4p per share	3,975,000	39,750	-	-	39,750
At 30 June 2026	131,036,139	1,310,364	396,014,437,346	3,960,144	5,270,508

	No	£	No	£	£
	Ordinary shares of 1p each	Ordinary shares of 0.02p/1p each	Deferred shares of 0.001p each	Deferred shares of 0.001p each	Total share capital
Issued and fully paid
At 1 January 2025 and 30 June 2025	65,233,597	652,338	396,014,437,346	3,960,144	4,612,482
On 5 May 2025 1,625,000 shares issued for 8p per share	1,625,000	16,250	-	-	16,250
At 30 June 2025	66,858,597	668,588	396,014,437,346	3,960,144	4,628,732

	No	£	No	£	£
	Ordinary shares of 1p each	Ordinary shares of 0.02p/1p each	Deferred shares of 0.001p each	Deferred shares of 0.001p each	Total share capital
Issued and fully paid
At 1 January 2025	65,233,597	652,338	396,014,437,346	3,960,144	4,612,482
On 5 May 2025 1,625,000 shares were issued for 8p per share.	1,625,000	16,250	-		16,250
On 19 November 2025 6,364,454 shares were issued for 7.935p	6,364,454	63,645	-	-	63,645
As at 31 December 2025	73,223,051	732,233	396,014,437,346	3,960,144	4,692,377

The deferred shares have no voting rights, dividend rights or any rights of redemption. On return of assets on winding up the holders are entitled to repayment of amounts paid up after repayment to ordinary shareholders. The deferred shares are not traded on the AIM market of the London Stock Exchange or the JSE.

8.    Events after the reporting date

On 22 July 2026, the Company conditionally raised gross proceeds of £750,000 through a subscription for 18,750,000 new ordinary shares of £0.01 each in the capital of the Company at a price of 4 pence per Subscription share with Menel Energy and Resources Limited". The Subscription Shares were admitted to trading on AIM in two equal tranches of 9,375,000 Subscription Shares each. Following completion of the Subscription as announced on 3 September 2026, the Company granted Menel warrants to subscribe for up to a further 18,750,000 new ordinary shares of £0.01 each at an exercise price of 8 pence per share, exercisable until 8 July 2029.

On 22 July 2026, the Company also announced that it has entered into a Deed of Amendment and Restatement with Gathoni Muchai Investments Limited ("GMI") in relation to the £2,000,000 shareholder loan facilities previously entered into between the Company and GMI on 2 December 2024 and 27 June 2025, respectively. At the date of the deed the amount outstanding under the loan arrangements was approximately £1,587,000. Under the revised terms the Company made a cash payment of US$ 250,000 (£186,681) on or before 31 July 2026, at which point the principal amount of the loan was reduced by US$300,000 with the balance payable on or before 31 December 2027. Interest will accrue at a rate of 8% per annum, which the Company can elect to pay by issues new ordinary shares at a price of 4p per share. GMI will also have the right to convert the loan to shares at a conversion price of 4 pence per share. GMI will also receive one warrant to subscribe for new ordinary shares at an exercise price of 8 pence per share. The warrants expire on 30 June 2028.

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, was satisfied through the issue of 2,976,358 new Ordinary Shares to GMI at a price of 4 pence per Ordinary Share.

On 23 July 2026, the Company issued 375,000 new ordinary shares at a price of 4 pence per share in lieu of accrued fees owed to a former director.

On 1 September 2026 the Company announced it had agreed to an assignment by GMI of a major portion the GMI Convertible Loan (the "Loan") to four South African strategic investors (the "Investors").  The Assignment of approximately £800,000 gross of the Loan, depending on prevailing FEX rates and net of fees if applicable, enables the new Investors under the original terms of the Loan to convert for up to 20,000,000 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").

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 20,000,000 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 20,000,000 new ordinary shares will be cancelled.

The Assignment will reduce the GMI loan outstanding from £1,359,773.26 to approx. £560,000. and follows a previous reduction of £227,617.61 post a repayment by the Company in July 2026.

On 2 September 2026, the Company received conversion notices from the strategic investors to whom part of the GMI convertible loan was assigned. The investors have elected to convert all of the loan that was assigned to them being an aggregate principal amount of £796,439 into 19,910,977 new ordinary shares of £0.01 each in the capital of the Company, at the agreed conversion price of 4 pence per conversion share. In accordance with the terms of the loan, the Company also granted the investors warrants to subscribe for an aggregate of 19,910,977 new ordinary shares at an exercise price of 8 pence per share. The warrants are exercisable on or before 20 July 2029.

On 3 September 2026, the Company agreed to an assignment by GMI of a major portion of the remaining GMI Convertible Loan to RAB Capital Limited. The Assignment of £400,000 of the loan principal, plus the interest of £19,648 for the months of July and August 2026, would enable RAB under the original terms of the Loan to convert for up to 10,491,200 new ordinary shares of £0.01 each in the capital of the Company at a price of 4 pence per conversion share. Conditional on completion of the assignment, and according to the original terms of the Loan, the Company will grant the investor warrants to subscribe for up to a further 10,491,200 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.

On 18 September 2026, the Company announced that it had agreed to an assignment by GMI of the remaining portion of the GMI convertible loan amounting to £163,334.10 to a specialist Australian mining investor and to Richard Lloyd, Chief Executive Officer of the Company. 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 at a price of 4 pence per conversion share. 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.

Following completion of the Assignment to the investor and Richard Lloyd, the amount outstanding to GMI is nil.

9.    Distribution of interim report to shareholders

The interim report will be available for inspection by the public at the registered office of the company during normal business hours on any weekday and from the Company's website http://www.shukaminerals.com/. Further copies are available on request.

 

END