SKA Shuka Minerals Plc

13 December 2024

Shuka Minerals Plc

("Shuka" or the "Company")

Director's Grant of Warrants

Related Party Transactions

Further to the Company's announcement earlier today, Shuka Minerals Plc (AIM: SKA), an African focused mine operator and developer, announces the following issues of new Ordinary Shares and warrants.

Subject to completion of the Kabwe Mine Acquisition, Richard Lloyd, Chief Executive Officer, will be granted 2,000,000 warrants to subscribe for new Ordinary Shares ("Director Warrants"). The Director Warrants will have an exercise price of 12.5p per share and will be valid for 3 years from grant.

Pursuant to the settlement agreements dated 30 September 2024 and subscription letters signed today with Noel Lyons and Paul Ryan in respect of the contractual sums due to them, Mr Lyons has agreed to receive 2,590,423 new Ordinary Shares and 2,000,000 warrants to subscribe for new Ordinary Shares ("Warrants")in respect of £190,313.25 owing to him and Mr Ryan has agreed to receive 2,423,313  new Ordinary Shares and 2,000,000 Warrants in respect of £178,036  owing to him.  Dr Zimbler has also agreed today to receive 250,000 Warrants in compensation for the late payment of director fees due to him and for services provided during the current month beyond his proposed termination date at the end of November.  The above new Ordinary Shares are being issued at a price referenced to the previous 30 business days' VWAP for Ordinary Shares and the Warrants issued to Mr Lyons, Mr Ryan and Dr Zimbler have an exercise price of 12.5p per share and are valid until 31 December 2027.

Related Party Transactions

The new Ordinary Share and Warrant issues constitute related party transactions as defined by Rule 13 of the AIM Rules for Companies, as Mr Lyons, Mr Ryan and Dr Zimbler were directors of the Company within the last 12 months. The Directors of the Company, having consulted with the Company's nominated advisor, Strand Hanson Ltd, consider the terms of the share and warrant issues to be fair and reasonable insofar as the Company's shareholders are concerned.

AIM Application

Application will be made to the London Stock Exchange for 5,013,736 new Ordinary Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the new Ordinary Shares on AIM will commence at 8.00 a.m. on or around 19 December 2024.

On Admission, the Company's issued share capital will consist of 65,233,597 ordinary shares, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 65,233,597 and this figure may be used by shareholders following Admission 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.

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.

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