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Financing Agreement for LME and Kabwe Transaction Update Related Party Transaction
SHUKA MINERALS PLC
(formerly Edenville Energy PLC)
(Incorporated in England and Wales)
(Registration number 05292528)
("Shuka Minerals" or "the Company")
ISIN Code: GB00BN47NP32
AIM Share Code: SKA JSE Share Code: SKA
Financing agreement for LME and Kabwe transaction update
Related Party Transaction
Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and developer, is pleased to provide
an update on 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, following the signing in December 2024 of a conditional Share Purchase
Agreement ("SPA") with the LEM shareholders.
Since the start of 2025, the Company and its legal and corporate advisors have been working closely to
satisfy the outstanding conditions to complete the Kabwe Mine acquisition ahead of the revised 30 June
2025 completion date. Technical site visits have been undertaken in Zambia and meetings in Lusaka and
South Africa have also been held with key stakeholders as well as the Company's existing, and potential
future financiers.
Highlights:
• On 2 December 2024 the Company announced an agreement with Gathoni Muchai Investments
Limited ("GMI"), its second largest shareholder, for an unsecured, interest-free and non-
convertible loan of £500,000 (the "Initial GMI Loan" or "Tranche 1"). The Company has drawn
£335,000 of this to date.
• The Company is pleased to report that on 30 June 2025 it entered into an agreement with GMI to
increase the facility by £1.5m ("Tranche 2") to a total of £2.0m ("Increased GMI Loan").
• This extension covers the balance of the cash consideration due to the LEM vendors at completion
(US$1.35m / c. £1.0m), funding for initial exploration work at the Kabwe Mine (subject to
completion) and for general working capital requirements.
• GMI have demonstrated its financial capacity to the Company and its ability to advance these
funds, and has advised that it is now drawing on its available funding facilities to advance the
Tranche 2 funds for, inter alia, the cash consideration due to the LEM vendors.
• All conditions precedent required to complete the Acquisition have now been satisfied.
• Further to the announcement on 12 June 2025, the Company has today entered into an addendum
and variation to the SPA ("Addendum") whereby the LEM vendors have agreed that:
o the share consideration for the Acquisition, being $3.0m, shall be settled on completion
of the Acquisition through the issue of 28,640,042 new ordinary Shuka shares
("Consideration Shares"), with no deferred consideration shares, equivalent to an issue
price of 7.737p per share (being a 10% discount to an agreed reference price of 8.5965p
under the terms of the Addendum), a significant premium to the current market price;
o as compensation for the issuance of the Consideration Shares, with no deferred
consideration shares, the Company shall, on completion, issue the LEM vendors a further
2,000,000 warrants with an exercise price of 12.5p per share and expiry date of 31
December 2027;
• Now that the conditions to Completion the SPA have all been satisfied prior to the long-stop date
of 30 June 2025, as contemplated by the Addendum, the parties have agreed that completion of
the Acquisition, including the transfer of LEM shares, issue of the Consideration Shares and further
warrants and payment to the LEM vendors of the balance of cash consideration, will occur as soon
as possible.
A further announcement will be made in due course.
Key terms of Increased GMI Loan:
• Increase of loan amount by £1.5 m to a total of £2.0m.
• Interest: 5% per annum on principal of loan drawn (including Initial GMI Loan) Interest accrues
commencing on first drawdown of the Increased GMI Loan, and payable from 30th May 2026.
• Tranche 1 to be fully drawn (£165,000 remaining) before Tranche 2 can be drawn and accrued
interest is triggered.
• Repayment to commence by 30 June 2026.
• Establishment fee of 3% (£45,000) to be settled in new Shuka shares at reference price of 8p
(562,500 shares) at time of initial drawdown on Tranche 2.
• Loan is unsecured, is non-convertible, has no trigger event provisions, and has customary
contract default provisions only.
Richard Lloyd, CEO, said:
"This is the biggest milestone achieved in my short tenure as CEO and one which the market,
shareholders and all stakeholders in Shuka have been waiting for. I must thank the entire team for
their diligent efforts in getting us to this point, and the continued support by GMI who have now
invested over £1m in Shuka and are looking to increase this with the extended loan.
The increased loan facility and SPA addendum not only opens the path to completion of the
LEM/Kabwe transaction but will allow us to enhance our understanding of the full geological
potential of Kabwe.
The Company can now accelerate its geological, mining and mineral processing planning for this
world famous asset."
Related Party Transaction
The Increased GMI Loan constitutes a related party transaction as defined by Rule 13 of the AIM Rules for
Companies, as GMI is a substantial shareholder in the Company. The Directors of the Company, having
consulted with the Company's nominated advisor, Strand Hanson Ltd, consider the terms of the Increased
GMI Loan to be fair and reasonable insofar as the Company's shareholders are concerned.
About Shuka Minerals
Shuka Minerals plc, is a dynamic and innovative mining and development company, committed to
exploring and harnessing Africa's mineral resources. Shuka's focus lies in the acquisition and development
of valuable minerals, aiming to contribute to the sustainable growth and development of local
communities.
Shuka has an operating coal mine in Tanzania, which capacity is under consideration for upgrading by
management depending on funding and strategic direction. Shuka is also considering projects in Zambia,
South Africa, and other African countries that are rich in copper, lead, and zinc.
The Company is listed on the Alternative Exchange ('AltX') of the JSE in South Africa and admitted to trading
on AIM in the United Kingdom ('UK').
Kabwe Mine
The Company has signed a conditional Share Purchase Agreement with Leopard Exploration and Mining
Limited ("LEM") to acquire 100% of LEM's share capital. LEM is the registered holder of a large-scale mining
license 12848-HQ-LML issued in December 2014 for a period of 25 years, and which includes the historical
Kabwe Zinc Mine ("Kabwe Mine") located in central Zambia, approx. 110km north of the capital city of
Lusaka.
The Kabwe Mine, was previously operated by Anglo American plc and Zambia Consolidated Copper Mines
Limited, and was mined continuously for 88 years until its closure in 1994, due to the then current
commodity prices. It was ranked as one of the world's highest-grade zinc and lead mining operations and
is considered one of the famous mines in Africa, holding a position of national economic importance in
Zambia.
Upon completion of the Acquisition and subject to securing the requisite funding, the Company will
commence 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.
This 3-phase program, as also recommended by Behre Dolbear, will comprise:
(i) a high-resolution geophysical survey,
(ii) a JORC Code 2012 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 value
addition in respect of the production of refined metals products.
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.
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
LONDON
1 July 2025
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 01-07-2025 09:45:00
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