Final Results

Shuka Minerals Plc (AIM/AltX: SKA), an African focused mine operator and developer, announces its audited results for the year ended 31 December 2025.

The 2025 Annual Report and Accounts will shortly be available on the Company's website at: https://www.shukaminerals.com/

The Directors of Shuka are responsible for the contents of this announcement.

The year ending 31 December 2025, was one of transition and consolidation for the Company as Shuka continued its focus on future strategy and direction. I have assumed the role of interim Chairman as well as remaining as Chief Executive Officer following the resignation of Quinton van Der Burgh. On 10 April 2026 Quinton van Der Burgh and Marc Nally resigned as Directors whilst Edward Ruheni did not stand for re-election. Marc Nally has been retained as a technical advisor to the Board. We thank them for their efforts and wish them well in their future endeavours.

The ongoing refocus of the Company has continued through 2025 into the first half of 2026 with an extended financial commitment to the Company by GMI. The total, unsecured, non-convertible funding commitment from GMI stands at £2m of which £1.552m has been drawn. £448,000 remains available, as at 31 May 2026, but as yet the balance remains undrawn. Post period the availability of the AUO Commercial Brokerage LLC ("AUO") convertible loan note expired and remained undrawn.

Gathoni Muchai Investments Limited ("GMI") is a Nairobi-based investment firm focused on mining, property and retail sectors and headed by Jason Brewer and Ms Jackline Muchai. GMI have existing investments in four East African countries, including Tanzania and are a major shareholder in battery metals focused mining company Marula Mining plc and in Neo Energy Metals plc, each London-listed. GMI has a current 18.4% shareholding in Shuka Minerals. Shuka's other major shareholder, AUO, led by Quinton van Der Burgh, has a current interest in 13.4% of the Company's issued shares.

On site in Tanzania, the Rukwa coal mine remained under care and maintenance with the rental of now fully serviced mobile machinery allowing for some small revenue to be earned in 2026 which is destined for plant refit and servicing. A restart, in mining operations, is expected in Q3 2026. A tight rein continues to be kept on costs.

The Company completed its due diligence and signing of definitive funding documentation, in order to complete the acquisition of Leopard Exploration and Mining Limited ("LEM"). LEM is the registered holder of a large-scale mining license 12848-HQ-LML issued in December 2014 for a period of 25 years which includes the world famous Kabwe Lead-Zinc-Silver-Vanadium mine in central Zambia ("Kabwe Mine") approx. 110km north of the capital city of Lusaka.

This work included independent technical and legal reports, and demonstrated a technically robust and attractive acquisition opportunity of the Kabwe operation (the "Project") which has a long history of mining and processing operations (1904-1994) of base and precious metals. The Project's mineral resources have been independently verified by the Company's retained technical experts Behre Dolbear meeting NI 43-101 reporting requirements and which have an in-situ value of approx. US$4 billion based on then prevailing London Metal Exchange prices. Preliminary economic analyses of the Project have estimated pre-tax cashflow of US$1.84 billion, NPV10 US$0.561 billion and an IRR of 112% based on the development of two of the five existing resources.

A conditional share purchase agreement ("SPA") was entered into between the Company and LEM in December 2024, to acquire 100% of LEM's share capital. In the reporting period the Company took a 22.2% stake in LEM. Post period this increased to 100%.

The Kabwe Mine, was previously operated by Anglo American plc and Zambia Consolidated Copper Mines Limited and was mined continuously for 90 years until its closure in 1994, due to the then prevailing commodity prices. It was ranked as one of the world's highest-grade zinc and lead mining operations and is considered one of the most famous mines in Africa, holding a position of national economic importance in Zambia.

Post period the Company commenced 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.

2025 was certainly a challenging period for the Company on the ground from an operational perspective but outweighed by the strong steps taken to refocus the Company for the future. We believe that the continued and anticipated funding support by major shareholders, together with the investment strategy outlined above, will lead to a successful period for the business in 2026 and beyond.

I would like to extend my gratitude to all our stakeholders and former board directors and chairman.

Yours Sincerely,

Richard Lloyd

Interim Chairman

CHIEF EXECUTIVE OFFICER'S REPORT

2025 was a continued period of rebuilding for our Company and its future direction. The vision for further growth beyond coal, whilst maximizing the value of Rukwa continues. I have now been with the Company for 12 months as at the end of the reporting period. The focus remains on a Rukwa restart and, the development of Kabwe. The prospects for 2026 and beyond are huge.

Board

I promised in early 2025 that further board appointments with technical and strong corporate capabilities would be made in order to progress our operations and strengthen the board. Post period and effective from the date of the AGM (10th April 2026) Quinton van De Burgh and Edward Ruheni resigned from the board, I have taken over as interim Chairman whilst we find a solid and supportive replacement. Marc Nally an Independent NED also did not stand for re-election at the AGM but remains as a consultant and technical advisor to the Board - his knowledge of Zambia and the mining industry there-in will remain a valuable asset to the team going forward.

The Company is pleased to welcome Independent Non-Exec directors Richard Hawken, a metals trader with significant Zambian and East African experience and Margaret Mudenda, a practicing Zambian lawyer and Senior Partner at Chalwe & Kabalata in Lusaka to the Board. They have already proved their considerable worth in concluding the LEM purchase and assisting in developing the Kabwe asset. Further appointments are under current consideration.

Operations

The Rukwa coal mine in Tanzania, operated by Shuka owned subsidiary Edenville International Tanzania Limited ("EITL"), has remained on care and maintenance through 2025. However, a positive reassessment of the potential for the Rukwa mine as well as technical and funding discussions has resulted in a restart budget capex of c.$350k in order to return the mine to a targeted production rate of 4,000-5,000 tpcm by Q3 2026 and beyond in to 2027. New equipment will be purchased, the wash plant tested and restarted and sales due to re-commence. We have been able to lease some of our own fully serviced mobile equipment within Tanzania to earn c.$12,000 pcm to assist the cost base in Tanzania.

Strategic partnerships with large cement manufacturers and one power provider continue to be discussed. There is interest in buying Rukwa's entire coal output, to a maximum 10,000 tonnes per month. EITL will need to prove its ability to produce a minimum of 4,000 tonnes per month uninterrupted. As mentioned, this will require some investment in capital and equipment.

Kabwe / LEM acquisition

Following receipt of the final regulatory approval the Company acquired 22.2% of LEM prior to the year end and a further 77.8% in January 2026 for $3.0 million settled through the issue of 6,364,454 shares at 7.935p per share in November 2025 and a further 22,275,588 at 7.817p per share in January 2026 ("Consideration Shares"), with no deferred consideration shares, equivalent to an issue price of 7.737p per share, a significant premium to the prevailing market price. As compensation for the issuance of the Consideration Shares upon completion, with no deferred consideration shares, the Company has agreed to issue LEM shareholders with a further 2,000,000 warrants (444,444 issued in November 2025) with an exercise price of 12.5p and expiry date of 31 December 2027, subject to the LEM vendors not holding post exercise, in aggregate, over 29.99% of the Total Voting Rights.

The Consideration Shares upon issue, represented 29.99% of the Company's enlarged issued share capital.

The Kabwe Mine was previously operated by Anglo American plc and ZCCM from 1904-1994. It is one of the world's highest-grade zinc and lead mining operations and has also produced significant amounts of Silver and Vanadium oxide and contains other rare earth minerals such as Gallium and Germanium. Early testing of surface samples from my recent visit returned grades of 15 to +30% Zn. Post period a 2,000m diamond core drilling campaign commenced with Ox Drilling and has so far returned exceptional results.

The Company have engaged GeoQuest to manage its preliminary exploration plans and mine development strategy for the Kabwe Mine. GeoQuest is a fully independent geological and environmental consultancy and contract services group. GeoQuest's principals are well known by the Company's CEO and technical advisor Marc Nally. GeoQuest have completed a review of the historical resource drilling and exploration work completed at the Kabwe Mine and geophysical surveys of the wider area and existing Mining License. They have demonstrated their deep knowledge of the area and the deposit and this has greatly assisted in the successful start to the 2026 drilling campaign.

Behre Dolbear's NI 43-101 Competent Persons report will be updated based on the results of the above programmes. Preliminary economic analyses of the Project have estimated pre-tax cashflow of US$1.84 billion, NPV10 US$0.56 billion and an IRR of 112% based on the development of two of the five existing resources.

A 3-phase program, as recommended by Behre Dolbear, will comprise:

• a high-resolution geophysical survey,
• a JORC Code 2012 / NI 43-101 resource drilling program, updated metallurgical test work and additional environmental and mining studies; and
• detailed feasibility study work and underground mine refurbishment and new access decline activities as well as the establishment of new ore processing facilities and project value addition in respect of the production of refined metals products.

Funding

A funding commitment was entered into with GMI on 2 December 2024 for an unsecured, non-convertible, interest free loan of £500,000. The Company agreed extended terms in 2025 for an additional £1.5 million non-dilutive and unsecured facility in order to complete LEM acquisition and purchase of the Kabwe Mine. £448,000 remains undrawn of the total facility, as at 31 May 2026.

Gathoni Muchai Investments Limited ("GMI") and have been extremely supportive both from the funding and strategic basis. The ongoing refocus of the Company has continued into the first half of 2026 with continued financial support to the Company by GMI. The availability of the AUO Commercial Brokerage LLC ("AUO") convertible loan note which had been extended by 12 months to March 2026 has now lapsed and was never drawn.

Post period, the Company concluded an equity raise realising gross proceeds of £1m at a price of 4p with a full 8p 3 year, warrant.

The Company is fully funded for its initial Rukwa and Kabwe plans. However, uncertainty remains regarding the timing of the recommencement of mining at Rukwa. Further funding may also be required to fully implement management's planned work programmes for both Rukwa and Kabwe.

The Company continues to assess the long outstanding debt owed by the Envirom Group with debt collectors in Norway and is evaluating the potential for a successful claim.

Corporate Social Responsibility

The Company remains committed to fulfilling its corporate and social responsibilities ("CSR"). We recognise the importance of meeting social requirements as an operator in Tanzania and Zambia. The construction of the mining operation at Rukwa has already led to improvements in local infrastructure, most notably the construction and maintenance of a road from Kipandi to Mkomolo village and beyond, benefiting farmers, the local population, and the mine itself. We have also continued to prioritise the employment of local individuals from surrounding villages, resulting in highly competent and skilled employees. The positive social impact extends to the broader community, where enterprising individuals are providing services such as food supply for workers.

The CSR responsibilities in and around Kabwe with an historic, 100+ year old mine and local operations will be challenging but Shuka have already engaged local officials and representatives and will have a well thought out plan and study in place before any operations commence. We have already been able to employ a number of full time and casual staff members and are, post period, installing a water borehole and tower to provide potable water in a local community.

Post Period Events

On 12 January 2026 the Company issued 22,275,588 shares at 7.817 pence per share to complete the 100% acquisition of Leopard Exploration and Mining Limited. The Company issued 1,555,556 consideration warrants to the shareholders of LEM. These warrants have an exercise price of 12.5p per share and are valid until 31 December 2027.

In January 2026 Gathoni Muchai Investments Limited provided the Company with £815,000 as part of the £1,500,000 loan agreement. These funds were used to complete the 100% acquisition of Leopard Exploration and Mining Limited.

On completion of the LEM acquisition, Richard Lloyd, Chief Executive Officer, was issued with 2,000,000 warrants, expiring on 15 January 2029, with an exercise price of 12.5 pence per share.

On 13 January 2026 the Company announced a placing of 25,000,000 shares at 4 pence per share, raising £1 million before expenses. Participants to the placing were issued 1 warrant per placing share with an exercise price of 8p per share and expiring on 19 January 2029.

On 4 February 2026, the Company issued 6,000,000 shares at 4 pence each and 562,500 shares at 8p each.

2,200,000 shares were issued at 4p per share to Gathoni Muchai Investments Limited, in settlement of outstanding consultancy fees. A further 562,500 shares were issued at 8p per share to Gathoni Muchai Investments Limited in settlement of the 3% establishment fee pursuant to the terms of increased unsecured loan ("GMI Loan") entered into on 27 June 2025.

2,100,000 new Shares were issued to Richard Lloyd, Chief Executive Officer and 1,700,000 new Shares were issued to Marc Nally, former Non-Executive Director in settlement of historic contracted remuneration due to them.

On 3 June 2026, the Company raised £150,000 through a subscription for 3,750,000 new ordinary shares at 4p per share. The Company also issued 3,750,000 warrants, exercisable at 8p per share and valid for 3 years.

Summary and Outlook

We have a new and focused executive management team with strong technical capabilities. Our investors bring extensive finance, and technical expertise in the mining business on the African continent. The LEM and Kabwe project acquisition is a huge milestone in Shuka's growth and a potential Company changer. Furthermore, with an expected improved cash and funding position, we will continue to target additional asset acquisitions, leveraging the natural resources and capital markets expertise of the Board and the significant shareholders.

I am firmly behind the future of Shuka and strongly believe that the future is bright, both for the remainder of 2026 and beyond, with confidence in its potential to generate shareholder value. The efforts made already in my short tenure have provided strong results and we hope for a positive share price trend. The JSE listing was a great success and opens the path to new and supportive investors.

Richard Lloyd

Chief Executive Officer

INDEPENDENT AUDITORS TO THE MEMBERS OF SHUKA MINERALS PLC

FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion

We have audited the financial statements of Shuka Minerals Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statement of Financial Position, the Group and Parent Company Statement of Changes in Equity, the Group and Parent Company Cash Flows Statements and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

Basis for opinion

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which highlights the need to re-commence commercial production at the Rukwa coal mine, uncertainty over renewal of the Rukwa mining licence which expired in February 2026, and need to both raise and access funds under new or existing loan facilities or equity raises within the going concern period to maintain ongoing working capital requirements.

As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the group's and company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

• Obtaining and evaluating management's going concern assessment, including their assumptions, key risks and uncertainties, and any available supporting documentation.
• Assessing the historical forecasting accuracy and consistency of the going concern assessment with information obtained from other areas of the audit, such as our audit procedures on management's impairment assessments.
• Testing the mathematical accuracy of the forecasts.
• Evaluating whether the assumptions made by management are reasonable and appropriately conservative, considering the group's principal risks and uncertainties. We challenged the assumptions and estimates made by management where necessary.
• Reviewing all available agreements and commitments in respect of the convertible loan note agreement and the non-convertible loan facility.
• Evaluating subsequent events impacting the going concern assessment.
• Evaluating the adequacy of working capital, including assessing the reasonableness of assumptions used in the cash flow forecasts and budgets and any plans to address potential shortfalls.
• Performing sensitivity analysis on management's assumptions, including applying incremental adverse cash flow sensitivities to assess the potential impact of severe but plausible scenarios such as significant movement in commodity prices or demand for coal, delays in re-commencing production and any other risks specific to the mining industry.

Emphasis of matter

Operationalisation of the 16% Government of Tanzania non-dilutable free carried share interest.

We draw attention to note 29 of the financial statements, which highlights that the Group has not completed the operationalisation of the issuance of the 16% non-dilutable free carried interest shares in its subsidiary, Edenville International (Tanzania) Limited, as required by the Tanzania State Participation Mining legislation.

Our opinion is not modified in this respect.

Our application of materiality

The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing, and extent of our audit procedures. The materiality for the financial statements as a whole applied to the group financial statements was £80,500 (2024: £90,000) based on 1.5% of gross assets. We chose gross assets as the basis for materiality because in a mining company, the primary focus of users is the efficient utilisation and exploitation of mining assets to generate production, making it a key performance indicator for stakeholders. The performance materiality for the group was set at £52,300 (2024: £58,000) representing 65% (2024: 65%) of the overall materiality. The performance materiality for the financial statements as a whole applied to the parent company financial statements was £52,000 (2024: £20,000) based on 2% of the gross assets and capped below group performance materiality. Gross assets was chosen as the benchmark as the investments in subsidiaries is the most significant balance within the parent company financial statements. This represents a change of benchmark compared with 2024, which was based on total expenses.

For the component in the scope of our group audit, we allocated a materiality that was less than our overall group materiality. This component performance materiality, determined to be £47,000 (2024: £52,200), which is 53.3% of group performance materiality.

We agreed with those charged with governance that we would report all differences identified during the course of our audit in excess of £4,000 (2024: £4,000) for the group and £4,000 (2024: £1,000) for the parent company.

Our approach to the audit

In designing our audit approach, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we assessed the areas involving significant accounting estimates and judgements by the directors in respect of the carrying value of the mining assets and carrying values of the parent company's investments in, and loans to, subsidiaries and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluation of whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Of the four components of the group, two components being the parent company and its Tanzanian subsidiary that holds the Rukwa mining license were identified as significant and material components. We performed a full scope audit of the parent company's complete financial information using a team with specific experience of auditing mining entities and publicly listed entities, and the Tanzanian subsidiary's audit was conducted by component auditors from a PKF network firm.

The subsidiary located in Tanzania was audited by a component auditor operating under our instructions as the group auditor. The Senior Statutory Auditor interacted regularly with the component audit team during all stages of the audit and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the group and parent company's financial statements.

Key audit matters

Valuation of the parent company's investment in, and loans to, subsidiaries (Note 14)

Other information

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

Auditor's responsibilities for the audit of the financial statements

• We obtained an understanding of the group and parent company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from the Companies Act 2006, AIM Rules for Companies and Mining Act (14/2010) and various regulations made there under applicable to subsidiary in Tanzania.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to enquiries of management, review of minutes and Regulatory News Service (RNS) announcements, and review of legal and regulatory correspondence.
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment assessment of mining assets and parent company's valuation of investments in loans to subsidiaries. We addressed this by challenging the assumptions and judgements made by management when evaluating any indicators of impairment.
• For the significant component within the group, the audit procedures performed by the component auditors relating to non-compliance with laws and regulations and the posting of journal entries was reviewed for evidence of non-compliance or potential instances of fraud detected. As noted in the Emphasis of matter section of our report, non-compliance with requirement of the Government of Tanzania on operationalisation of the 16% non-dilutable free carried interest shares was identified in the year.

Use of our report

Andrew Simpson (Senior Statutory Auditor) 30 Churchill Place

For and on behalf of PKF Littlejohn LLP London

Statutory Auditor E14 5RE

GROUP STATEMENT OF COMPREHENSIVE INCOME

year ended 31 december 2025

Other comprehensive loss

Item that will or may be reclassified to the profit and loss:

All operating income and operating gains and losses relate to continuing activities.

No separate statement of comprehensive income is provided as all income and expenditure is disclosed above.

The notes form part of these financial statements.

GROUP AND COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 december 2025

The notes form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 29 June 2026 and signed on its behalf by:

Richard Lloyd, Director

GROUP STATEMENT OF CHANGES IN EQUITY

year ended 31 december 2025

--------------------------------------------------Equity Interests--------------------------------

The notes form part of these financial statements.

--------------------------------------------------Equity Interests-------------------------------

The notes form part of these financial statements.

GROUP AND COMPANY CASH FLOW STATEMENTS

year ended 31 december 2025

The notes form part of these financial statements.

General Information

Shuka Minerals Plc is a public limited Company incorporated in England and Wales. The address of the registered office is Aston House, Cornwall Avenue, London, N3 1LF. The Company's shares are listed on AIM, a market operated by the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange

The principal activity of the Group is the exploration, development and mining of energy commodities predominantly coal in Africa.

Material Accounting Policies

Basis of preparation and statement of compliance

The Group's and Company's financial statements have been prepared in accordance with UK-adopted international accounting standards ('UK adopted IAS') and as applied in accordance with the provisions of the Companies Act 2006. The Group's financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with UK adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group's financial statements are disclosed in Note 4.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement. The loss after tax for the Parent Company for the year was £596,419 (2024: £1,321,044).

Going concern

The financial statements have been prepared on a going concern basis. In reaching this conclusion, the Directors have considered the Group's cash position, funding facilities, post year-end fundraises, expected operating expenditure, planned activity at Rukwa and Kabwe, and management's detailed working capital forecast covering at least 12 months from the date of approval of these financial statements.

As at 31 December 2025, the Group had cash balances totalling £4,569 and a secured funding commitment from GMI of £2 million, of which £448,000 remains undrawn. In January 2026, the Company raised £1,000,000 before expenses, with a further £150,000 raised in June 2026.

The Rukwa mining licence, having expired, is in the process of renewal, a renewal application has been submitted due to a change in law and a requirement to provide a rehabilitation plan for the asset, the confirmation of renewal is expected to be granted shortly.

In making this assessment, the Directors prepared and reviewed a referenced working capital forecast, including the forecast cash requirements for the recommencement of coal production at Rukwa, the planned drilling programme at the Kabwe zinc mine, central corporate costs and committed expenditure. The forecast was reviewed alongside supporting assumptions, including the expected availability of the remaining GMI facility, the proceeds of the January 2026 and June 2026 fundraises, the expected timing of Rukwa restart expenditure and the planned phasing of Kabwe activity.

However, uncertainty remains regarding the timing of the recommencement of mining at Rukwa. Further funding may also be required to fully implement management's planned work programmes for both Rukwa and Kabwe. There can be no guarantee that such funding will be obtained.

Material Accounting Policies (continued)

On the basis of this assessment, including the working capital forecast and the related funding and operational evidence considered, the Directors consider that the Group will have sufficient funds available to continue as a going concern for at least 12 months from the date of approval of these financial statements.

Changes in accounting policies

• New standards, interpretations and amendments adopted from 1 January 2025

The following amendments are effective for the period beginning 1 January 2025:

• Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign

Exchange Rates)

These amendments had no effect on the consolidated financial statements of the Group.

The following illustrative examples have been issued during 2025 with no effective date:

• Illustrative examples on reporting uncertainties in financial statements

On 28 November 2025, the IASB issued Disclosures about Uncertainties in the Financial Statements - Illustrative examples, which amended multiple IFRS Accounting Standards to include illustrative examples demonstrating how companies can apply IFRS Accounting Standards when reporting the effects of uncertainties in their financial statements. The illustrative examples are accompanying materials to IFRS Accounting Standards and do not have an effective date. The IASB had issued a near-final staff draft of the illustrative examples in July 2025. The Group has considered these illustrative examples in its preparation of

the consolidated financial statements and no additional disclosures or changes in presentation were considered necessary.

• New standards, interpretations and amendments not yet effective

The following amendments are effective for the annual reporting period beginning 1 January 2026:

• Amendments to the Classification and Measurement of Financial Instruments (Amendment s to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)
• Contracts Referencing Nature -dependent Electricity (Amendments to IFRS 9 and IFRS 7)
• IFRS 18 Presentation and Disclosure in Financial Statements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures.

The Group is currently assessing the effect of these new accounting standards and amendments.

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors) . Even though IFRS

Material Accounting Policies (continued)

18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

The Group does not expect to be eligible to apply IFRS 19.

Share based payments (Share options and Warrants)

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (share options) of the Group. The fair value of the employee services received in exchange for the grant of options is recognised as an expense.

The Group also , from time to time , issues warrants, primarily to advisors of the Company in connection with placing of shares and/or other services. There fair value of these warrants is either recognised as an expense or as a share issue costs offset against share premium, depending on the nature of services.

The total amount to be expensed or offset against share premium in respect of share issue costs is determined by reference to the fair value of the options granted:

• including any market performance conditions;
• excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

Basis of consolidation

The Group's financial statements consolidate the financial statements of Shuka Minerals Plc and all its subsidiary undertakings (Edenville International (Seychelles) Limited, Edenville International (Tanzania) Limited and Edenville Power (TZ) Limited) made up to 31 December 2025 (Note 14). Profits and losses on intra-group transactions are eliminated on consolidation.

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of profit or loss and other comprehensive income from the date the Group gains control until the date

Material Accounting Policies (continued)

the Group ceases to control the subsidiary. Where the Group's interest is less than 100 per cent, the interest attributable to outside shareholders is reflected in non-controlling interests (NCIs).

Business combinations

The Group adopts the acquisition method in accounting for the acquisition of subsidiaries. On acquisition the cost is measured at the fair value of the assets given, plus equity instruments issued and liabilities incurred or assumed at the date of exchange. The assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the date of acquisition. Any excess of the fair value of the consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.

Any deficiency of the fair value of the consideration below the fair value of identifiable net assets acquired is credited to the income statement in the period of the acquisition.

The results of subsidiary undertakings acquired or disposed of during the year are included in the group statement of comprehensive income statement from the effective date of acquisition or up to the effective date of disposal.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. Inter-company transactions and balances between group companies are eliminated.

Associates

Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.

Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associates has been impaired the carrying amount of the investment is tested for impairment in the same

way as other non-financial assets.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable, and represent amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. Under IFRS 15, there is a five-step approach to revenue recognition which is adopted across all revenue streams. The process is:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue as and when the entity satisfies the performance obligation.

Material Accounting Policies (continued)

The Group has one revenue stream being the sale of coal and other aggregate bi-products produced by the Group. Sales are predominantly made at the Group's premises as customers collect their quantities from the mine. Such revenue is recognised at the point of contact at a pre-agreed fixed price on a per tonnage basis. For deliveries made to customer premises, revenue is recognised at the point of which the products leave the Group's premises.

Presentational and functional currency

The Group's consolidated financial statements are presented in pound sterling, which is also the parent company's

functional currency.

For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

The functional currency of the Group's subsidiaries is US Dollars.

In preparing the financial statements of individual entities, transaction in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in pounds sterling using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rate for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group's foreign currency translation reserve. Such translation differences are recognised in the income statement in the period in which the foreign operation is disposed.

Financial instruments

Financial assets

Financial assets comprise investments, cash and cash equivalents and receivables. Unless otherwise indicated, the carrying amounts of the Group's financial assets are a reasonable approximation of their fair values.

Classification and measurement

The Group classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through the income statement (FVPL) and those to be held at amortised cost.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Management determines the classification of financial assets at initial recognition. The Group's policy with regard to financial risk management is set out in note 3. Generally, the group does not acquire financial assets for the purpose of selling in the short term.

The group's business model is primarily that of "hold to collect" (where assets are held in order to collect contractual cash flows). When the group enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.

Material Accounting Policies (continued)

Impairment

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is

unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

Financial Assets held at fair value through other comprehensive income (FVOCI)

The classification applies to the following financial assets:

- Debt instruments that are held under a business model where they are held for the collection of contractual cash flows and also for sale ("collect and sale") and which have cash flows that meet the SPPI criteria. An example would be where trade receivable invoices for certain customers were factored from time to time. All movements in the fair value of these financial assets are taken through comprehensive income, except for the recognition of impairment gains and losses, interest revenue (including transaction costs by applying the effective interest method), gains or losses arising on derecognition and foreign exchange gains and losses which are recognised in the income statement. When the financial asset is derecognised, the cumulative fair value gain or loss previously recognised in other comprehensive income is reclassified to the income statement.

• Equity investments where the group has irrevocably elected to present fair value gains and losses on revaluation of such equity investments, including any foreign exchange component, are recognised in other comprehensive income.
• When equity investment is derecognised, there is no reclassification of fair value gains or losses previously recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right to receive payment is established.
• Material Accounting Policies (continued)

Financial Assets held at fair value through profit or loss (FVPL)

The classification applies to the following financial assets. In all cases, transaction costs are immediately expensed to the income statement.

• Debt instruments that do not meet the criteria of amortised costs or fair value through other comprehensive income.
• Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses and related dividend income are recognised in the income statement.
• Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses are recognised in the income statement.

Derecognition

Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial

liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Trade and other payables

Material Accounting Policies (continued)

Derecognition

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average costing method. Components of inventories consist of coal, parts and supplies, net of allowance for obsolescence. Coal inventories represent coal contained in stockpiles, coal that has been mined and hauled to the wash plant (raw coal) for processing and coal that has been processed (crushed, washed and sized) and stockpiled for shipment to customers.

The cost of raw and prepared coal comprises extraction costs, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

The Group performs inventory obsolescence assessment at each reporting date. In determining whether inventories are obsolete, the Company assesses the age at which inventories held in the store in order to make an assessment of the inventory write down to net realisable value.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.

Convertible loan notes

The convertible loan notes issued by the Company are classified separately as financial liabilities in accordance with the substance of contractual arrangements. The convertible loan note ("CLN") is a compound financial instrument that cannot be converted to share capital at the option of the holder. As the CLN, and the accrued interest, can only be repaid as a loan, it has been recognised within liabilities. Interest is accounted for on an accruals basis and charged to the Consolidated Income Statement and added to the carrying amount of the liability component of the CLN.

Material Accounting Policies (continued)

Property, plant and equipment

Property, plant and equipment are stated at cost on acquisition less accumulated depreciation and accumulated impairment losses.

Depreciation is provided on all property, plant and equipment categories at rates calculated to write off the cost, less estimated residual value on a reducing balance basis over their expected useful economic life. The depreciation rates are as follows:

Basis of depreciation

Costs capitalised include the purchase price of an asset and any costs directly attributable to bringing it into working condition for its intended use.

Coal Production assets

Coal land, mine development costs, which include directly attributable construction overheads, land and coal rights are recorded at cost. Coal land and mine development are depleted and amortised, respectively, using the units of production method, based on estimated recoverable tonnage. The depletion of coal rights and depreciation of restoration costs are expensed by reference to the estimated amount of coal to be recovered over the expected life of the operation.

Coal Mine Reclamation Costs

Future cost requirements for land reclamation are estimated where surface operations have been conducted, based on the Group's interpretation of the technical standards of regulations enacted by the Government of Tanzania. These costs relate to reclaiming the pit and support acreage at surface mines and sealing portals at deep mines. Other costs include reclaiming refuse and slurry ponds as well as related termination/exit costs.

The Group records asset retirement obligations that result from the acquisition, construction or operation of long-lived assets at fair value when the liability is incurred. Upon the initial recognition of a liability, that cost is capitalised as part of the related long-lived asset and expensed over the useful life of the asset. The asset retirement costs are recorded in Land, Coal Rights and Restoration Costs.

The Group expenses reclamation costs prior to the mine closure. The establishment of the end of mine reclamation and closure liability is based upon permit requirements and requires significant estimates and assumptions, principally associated with regulatory requirements, costs and recoverable coal lands. Annually, the end of mine reclamation and closure liability is reviewed and necessary adjustments are made, including adjustments due to mine plan and permit changes and revisions of cost and production levels to optimize mining and reclamation efficiency. The amount of such adjustments is reflected in the year end reclamation provision calculation.

Material Accounting Policies (continued)

Stripping (waste removal) costs

As part of its mining operations, the Group incurs stripping (waste removal) costs during the production phase of its operations. Stripping activities undertaken during the production phase of a surface mine (production stripping) are accounted for as set out below.

After the commencement of production, further development of the mine may require a phase of unusually high stripping that is similar in nature to development phase stripping. The cost of such stripping is accounted for in the same way as development stripping (as outlined above). Production stripping is generally considered to create two benefits, being either the production of inventory or improved access to the ore to be mined in the future. Where the benefits are realised in the form of inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those inventories.

Where the benefits are realised in the form of improved access to ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a 'stripping activity asset', if the following criteria are met:

• Future economic benefits (being improved access to the ore body) are probable;
• The component of the ore body for which access will be improved can be accurately identified; and
• The costs associated with the improved access can be reliably measured

If any of the criteria are not met, the production stripping costs are charged to profit or loss as operating costs as they are incurred.

In identifying components of the ore body, the Group works closely with the mining operations personnel for each mining operation to analyse each of the mine plans. Generally, a component will be a subset of the total ore body, and a mine may have several components. The mine plans, and therefore the identification of components, can vary between mines for a number of reasons. These include, but are not limited to: the type of commodity, the geological characteristics of the ore body, the geographical location, and/or financial considerations.

The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. If incidental operations are occurring at the same time as the production stripping activity, but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset.

If the costs of the inventory produced and the stripping activity asset are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. This production measure is calculated for the identified component of the ore body and is used as a benchmark to identify the extent to which the additional activity of creating a future benefit has taken place. The Group uses the expected volume of waste extracted compared with the actual volume for a given volume of ore production of each component.

The stripping activity asset is accounted for as an addition to, or an enhancement of, an existing asset, being the mine asset, and is presented as part of the Coal Production Asset in the statement of financial position.

Finance costs

Finance costs of debt, including premiums payable on settlement and direct issue costs are charged to the income statement on an accruals basis over the term of the instrument, using the effective interest method.

Material Accounting Policies (continued)

Income taxation

The taxation charge represents the sum of current tax and deferred tax.

The tax currently payable is based on the taxable profit for the period using the tax rates that have been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net profit as reported in the income statement

because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred taxation

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Group's assets and liabilities and their tax base. Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised. Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment. The Group considers long term loans to be cost of investment in subsidiary.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

• leases of low value assets; and
• leases with a duration of 12 months or less.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;
• Material Accounting Policies (continued)

Right of use assets ("RoU") are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and

When the group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

When the group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:

• in all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and

Lease Liability

The lease liability is initially measured at the present value of lease payments over the lease term, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Subsequent to initial measurement, the lease liability is reduced for lease payments made and increased to reflect interest on the lease liability.

Material Accounting Policies (continued)

Short-Term and Low-Value Leases

The Group has elected not to recognise RoU assets and lease liabilities for leases with a lease term of 12 months or less or leases of low-value assets. Lease payments associated with these leases are recognised on a straight-line basis as an expense in profit or loss.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from the proceeds.

Intangible assets

Intangible assets arose as a result of the valuation placed on the original six Tanzanian licences acquired on the acquisition of Edenville (Tanzania) Limited. The allocation price was based on the price paid to acquire these the Group's licences. The licences are amortised over the life of the production asset using rates of depletion.

Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief executive officer.

The Board considers that the Group's project activity constitutes one operating and reporting segment, as defined under IFRS 8.

The total profit measures are operating profit and profit for the year, both disclosed on the face of the combined income statement.

Financial risk management

Fair value estimation

The carrying value less impairment provision of trade receivables and payables is assumed to approximate their fair values, due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.

Critical accounting estimates and areas of judgement

The Group makes estimates and assumptions concerning the future, which by definition will seldom result in actual results that match the accounting estimate. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are those in relation to:

• the impairment of coal production assets and intangible assets;
• the recoverability of investments in the subsidiary
• share based payments
• Valuation of provision for restoration costs
• Recoverability of VAT balance
• Recoverability of Inventory
• Critical accounting estimates and areas of judgement (continued)

Impairment - coal production assets and intangible assets (notes 16 and 17)

The Group is required to perform an impairment review, on coal production assets, for each CGU to which the asset relates. Impairment review is also required to be performed on other intangible assets when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is based upon the Directors' judgements and are dependent upon the ability of the Company to obtain necessary financing to complete the development and future profitable production or proceeds from the disposal, at which point the value is estimated based upon the present value of the discounted future cash flows.

In assessing whether an impairment is required for the carrying value of an asset, its carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use. Given the nature of the Group's activities, information on the fair value of an asset is usually difficult to obtain unless negotiations with

potential purchasers or similar transactions are taking place. Consequently, unless indicated otherwise, the recoverable amount used in assessing the impairment charges described below is value in use.

The calculation of value in use is most sensitive to the following assumptions:

Production volumes

Production volumes are based on management's most reasonable possible estimate of mine increasing production of ROM 20,000 tonnes per year in 2026 to 120,000 tonnes per year by 2031. The total mining quantities are on the assumption that there are resources which is supported by the JORC report carried out in 2017 indicating that the mine has 7 million tonnes of coal.

Sales volumes

Sales volumes are based on the assumption that all of the coal produced will be sold.

Discount rates

The future cash flows are adjusted for risks specific to the asset and discounted using a pre-tax discount rate of 10%. The Directors believe this rate to be appropriate as this is in line with the borrowing rates the Group are expected to receive if they were to obtain significant long-term finance based on discussions between the Directors and prospective parties. The Directors acknowledge that the Group does have small, short term finance arrangements which attract a higher rate but have chosen not to use these rates as they would not be financing the production asset using short term borrowing facilities.

Selling prices

Coal selling prices are based on the most recent realisable value available based on signed contracts with customers.

The directors have assessed the value of exploration and evaluation expenditure and development assets and intangible assets. In their opinion there has been no impairment loss to these intangible assets in the period, other than the amounts charged to the income statement. The key assumptions noted here have also been utilised within the assessment regarding the recoverability of the Company's investment in its subsidiary engaged in coal mining activities, discussed below.

• Critical accounting estimates and areas of judgement (continued)

Recoverability of Investments in the subsidiary (note 14)

Management is required to make critical judgements in assessing the recoverability of the Company's investment in its subsidiary engaged in coal mining operations. As at the reporting date, the carrying value of the investment is assessed for indicators of impairment in accordance with IAS 36 Impairment of Assets.

Given the nature of the mining sector, the recoverability of the investment is inherently dependent on the future viability and commercial success of the underlying mining operation, which is subject to several significant uncertainties, which are described above.

The Group has performed a discounted cash flow (DCF) analysis to estimate the net present value (NPV) of future cash flows expected to be generated by the mine. This model incorporates management's best estimates of forecast production volumes, commodity pricing, capital expenditures, operating costs, and a risk-adjusted discount rate reflecting current market assessments of the time value of money and project-specific risks.

The outcome of the NPV calculation is highly sensitive to changes in key assumptions. Management considers this area to involve significant judgement due to the estimation uncertainty involved, particularly regarding:

• the life-of-mine plan and mineable reserves,
• long-term coal price forecasts,
• timing and cost of required capital investment,
• regulatory and environmental developments, and
• discount rate used in the NPV calculation.

If the NPV of the future cash flows falls below the carrying value of the investment, an impairment loss is recognised in accordance with IAS 36. Any reversal of a previously recognised impairment loss is considered if there is evidence of improved viability or changes in key assumptions.

Management concluded that, based on the NPV assessment performed, no impairment of the investment is required at the reporting date. However, this conclusion is subject to change based on future developments in the project and external market conditions.

Share based payments (note 28)

The estimate of share based payments costs requires management to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of the options, the vesting date of options where non-market performance conditions have been set and the risk free interest rate.

Valuation of provision for restoration costs (note 23)

The Company makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of developing the mines and installing and using those facilities. The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites, which are expected to be incurred in the future, which is when the producing mine properties are expected to cease operations. These provisions have been created based on the Company's internal estimates and a third party estimate from an independent consultant. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future coal prices, which are inherently uncertain.

• Critical accounting estimates and areas of judgement (continued)

Management increases reclamation costs estimates at an annual inflation rate to the anticipated future mine closure date. This inflation rate is based on the historical rate for the industry for a comparable.

Recoverability of VAT receivable (note 19)

The group considers the recoverability of the VAT balance in Tanzania to be a key area of judgement, as the VAT can only be recovered by an offset against VAT payable on future sales. The VAT recoverable has been provided in full in the current year.

Recoverability of Inventory (Note 18)

The group considers the recoverability of the inventory to be a key area of judgement, and this is held at its realisable value. The directors believe the inventory to be in good condition.

Current dramatic increases in Global coal prices have had a major impact on the demand situation in country and the east African region overall, with one of the major producers turning their focus to export. As a result of this the Company has received regular coal sales enquiries and is focused on finding new markets for its product and gearing up production. It has already commenced the sale of fines and has regular enquiries about the purchase of its washed coal.

The Company has made no sales during the period and had no production, as such the recoverability of Fines is not certain and therefore has been provided against.

Segmental information

The Board considers the business to have one reportable segment being Coal production assets.

Other represents unallocated expenses and assets held by the head office. Unallocated assets primarily consist of cash and cash equivalents.

Coal Production Assets

Segmental information (continued)

Information about major customers

In 2024 revenues arising from the sale of coals are revenues which arise from the Group's largest customers based in Burundi and Rwanda.

No other customers contributed 10% or more to the Group's revenue in either 2025 or 2024.

The average number of employees and directors during the year was as follows:

Remuneration of key management personnel

Key management personnel are the Directors (see note 9).

Directors' remuneration

The highest paid director received remuneration of £120,000 (2024: £402,420).

Included in the above are accrued Director's remuneration of £291,872 (2024: £86,000).

Directors' interest in outstanding share options per director is disclosed in the directors' report.

Finance income

No corporation tax charge arises in respect of the year due to the trading losses incurred. The Group has Corporation Tax losses available to be carried forward and used against trading profits arising in future periods of £10,630,287 (2024: £10,120,546).

A deferred tax asset of £2,657,571 (2024 £2,530,030) calculated at 25% (2024: 25%) has not been recognised in respect of the tax losses carried forward due to the uncertainty that profits will arise against which the losses can be offset.

Income tax (continued)

The tax assessed for the year differs from the standard rate of corporation tax in the UK as follows:

Expected tax credit at standard rate of UK Corporation Tax

Earnings per share

The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue. 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 warrants would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

The value of the Company's investment and any indications of impairment is based on the prospecting and mining licences held by its subsidiaries.

The Tanzanian licences comprise a mining licence and various prospecting licences. The licences are located in a region displaying viable prospects for coal and occur in a country where the government's policy for development of the mineral sector aims at attracting and enabling the private sector to take the lead in exploration mining, development, mineral beneficiation and marketing.

The JORC compliant resource statement completed in 2013 can be found in the operations section of the Groups website: www.shukaminerals.com.

Investment in subsidiaries (continued)

During 2018 the activities of the Company's subsidiary evolved from exploration and evaluation to development and as a result the exploration and evaluation assets held by the Company's subsidiary were transferred to development expenditure. The Directors carried out an impairment review on reclassification of exploration and evaluation assets to development assets, which covered the Company's investments in, and loans to, its subsidiaries. Following the impairment reviews the Directors did not consider the Company's investments to be impaired.

In April 2019, the subsidiary moved into the production phase.

The Directors have carried out an impairment review and consider the value in use to be greater than the book value in respect of The Company's investment in its subsidiary Company Edenville International (Tanzania) Limited.

The Directors considered the recoverable amount by assessing the value in use by considering future cash flow projections of the revenue generated by its subsidiary through the sale of its coal resources.

Cash flows were based on the revenue generated to date plus expected growth from current production levels to 10,000 tons per month in the short to medium term.

The Group expects to resume sales of washed coal in Q3 of 2026. It is expected these sales, subject to satisfactory continuous production, will increase going forward.

The Group is now in significant discussions with its new target market and a regional power to coal and coal fines to cement factories in nearby countries. While the location of the mine is a challenge for the market outside Africa, it is strategically placed for neighbouring countries where supply is limited and transport costly, therefore giving the Company a strategic and economic advantage. Offtakes are already in place for as much production as Rukwa can manage and supply has already started to companies such as Crimera and others. The Company will focus on increasing production and developing the partnership with these cement producing entities, who not only seek our coal for its location but also for its chemical composition and quality.

However, based upon estimated resources, the subsidiary has significant coal resources which based upon current projections prepared by the Directors would be sufficient to support the book value in the financial statements. The Directors are of the view that this amount is adequately supported by proposed returns generated by supplying coal to nearby cement factories in neighbouring countries. Production projections are based on ROM (Run of Mine) which is higher than the actual production levels and the value in use is dependent on the mine achieving ROM capacity and improving historic recoveries. The Directors have applied a 10% discount rate in their forecasts. Additional factors that may affect these projections include the following: -

An increase in the discount factor to 13.5% would result in an impairment of the Edenville International (Tanzania) Limited investment by £674k.

A decrease of 22% in the EBITDA from external coal sales would result in an impairment of the Edenville International (Tanzania) Limited investment by £236k.

A decrease of quantity sold by 20% would result in an impairment of the Edenville International (Tanzania) Limited investment by 13k.

If coal sales reach the historical maximum production level of 75,000 tonnes, this would result in an impairment of £1,395m to the Edenville International (Tanzania) Limited investment.

Investment in subsidiaries (continued)

An increase in the discount factor to 18.0% would result in an impairment of the Edenville International (Tanzania) Limited investment by £380k.

A decrease of 55% in the price of coal would result in an impairment of the Edenville International (Tanzania) Limited investment by £264k.

A decrease of quantity sold by 55% would result in an impairment of the Edenville International (Tanzania) Limited investment by 264k.

The mining license expired during the year. Renewal of the license has been applied for and is expected to be granted. Should the mining license not be renewed this would result in an impairment of £18.6m.

The Company holds more than 50% of the share capital of the following companies:

* These shares are held by Edenville International (Seychelles) Limited.

Investment in associates

Group

Shares in associates

Leopard Exploration & Mining Limited owns the Kabwe mine which upon entry into the transaction, was a non-operational shell, and as such, represents the purchase of a mining license at total value of consideration paid.

Investment in associates (continued)

Company

Shares in associates

The following entities have been include in the consolidated financial statements using the equity method.

The primary business of LEM is the general exploration, mining and mineral processing.

Investment in associates (continued)

Summaries financial information of associate

2025

£

Plant and machinery depreciation amounting to £Nil (2024: £Nil) is included within cost of sales as it relates to mining equipment.

Included within Motor Vehicles are Right of Use assets with a carrying value of £70,191 (2024: £299,595). The depreciation provided in the year on these assets was £23,397 (2024: £33,758).

Property, plant and equipment (continued)

Company

Intangible assets

Group

Mining Licences

£

Cost or valuation

Intangible assets (continued)

Mining Licences

Intangible assets arose as a result of the valuation placed on the original six Tanzanian licences acquired on the acquisition of Edenville (Tanzania) Limited. The allocation price was based on the price paid to acquire these the Group's licences.

These assets are reviewed for impairment annually alongside the coal production assets. (see note 4 for Critical accounting estimates and judgements).

Inventories

Group

The cost of inventories recognised as an expense during the year in was £657 (2024: £11,694).

Trade and other receivables

Cash and cash equivalents

Cash and cash equivalents include the following for the purposes of the cash flow statement:

Included in accruals are Directors' salaries of £291,872 (2024: £86,000).

Borrowings

Other loan of £749,680 are repayable from 27 June 2026 and bear interest of 5%.

Borrowings (continued)

Lease liabilities

Group

£

The group makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of developing the mines and installing and using those facilities. The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites which are expected to be incurred in the future, which is when the producing mine properties are expected to cease operations. Those provisions have been created based on the Company's internal estimates. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn will depend upon future coal prices, which inherently uncertain.

Share capital

Group and Company

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 shareholder

Capital and reserves attributable to shareholders

There have been no significant changes to the Group's capital management objectives or what is considered to be capital during the year.

Capital management policy

The Group's policy on capital management is to maintain a low level of gearing. The group funds its operation primarily through equity funding.

The Group defines the capital it manages as equity shareholders' funds less cash and cash equivalents.

The Group objectives when managing its capital are:

• To safeguard the group's ability to continue as a going concern.
• To provide adequate resources to fund its exploration, development and production activities with a view to providing returns to its investors.
• To maintain sufficient financial resources to mitigate against risk and unforeseen events.

The group's cash reserves are reported to the board and closely monitored against the planned work program and annual budget. Where additional cash resources are required the following factors are considered:

• the size and nature of the requirement.
• preferred sources of finance.
• market conditions.
• opportunities to collaborate with third parties to reduce the cash requirement.
• Financial instruments

The Board of Directors determine, as required, the degree to which it is appropriate to use financial instruments to mitigate risk with the main risk affecting such instruments being foreign exchange risk, which is discussed below.

Financial instruments (continued)

Cash and cash equivalents

This comprises cash held by the Group and short-term deposits. The carrying amount of these assets approximates to their fair value.

General risk management principles

The Directors have an overall responsibility for the establishment of the Group's risk management framework. A formal risk assessment and management framework for assessing, monitoring and managing the strategic, operational and financial risks of the Group is in place to ensure appropriate risk management of its operations.

The following represent the key financial risks that the Group faces:

Interest rate risk

The Group only interest-bearing asset is cash invested on a short-term basis which attracts interest at the bank's variable interest rate.

Credit risk

Credit risk arises principally from the Group's trade receivables and investments in cash deposits. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument.

VAT receivable is owed to Edenville International (Tanzania) Limited which is only recoverable against future sales made by Edenville International (Tanzania) Limited. The Group expects to recover the above VAT from sales of commercial coal.

The Group holds its cash balances with reputable financial institutions with strong credit ratings. There were no amounts past due at the balance sheet date.

The maximum exposure to credit risk in respect of the above as at 31 December 2025 is the carrying value of financial assets recorded in the financial statements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due.

Liquidity risk is managed through an assessment of short, medium and long-term cash flow forecasts to ensure the adequacy of working capital.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of one year.

Currency Risk

The Group is exposed to currency risk as the assets (see note 5) of its subsidiaries are denominated in US Dollars. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US Dollars) with cash. The Company transfers amounts in sterling or US dollars to its subsidiaries to fund its operations. Where this is not possible the parent Company settles the liability on behalf of its subsidiaries and will therefore be exposed to currency risk.

Financial instruments (continued)

The Group has no formal policy in respect of foreign exchange risk; however, it reviews its currency exposure on a regular basis. Currency exposures relating to monetary assets held by foreign operations are included in the Group's income statement. The Group also manages its currency exposure by retaining the majority of its cash balances in sterling, being a relatively stable currency.

The effect of a 10% strengthening of sterling against the US dollar would result in an increase the net assets of the group of £588,816, whilst a 10% weakening would result in a fall in net assets of the group of £535,287.

Fair value of financial assets and liabilities

Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values. Where market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest rates and by applying year end exchange rates.

The Directors consider that there is no significant difference between the book value and fair value of the Group's financial assets and liabilities.

The tables below summarise the maturity profit of the combined Group's non-derivative financial liabilities at each financial year end based on contractual undiscounted payments.

Group

2024

Equity-settled share-based payments

The following options over ordinary shares have been granted by the Company:

Number of options

The following warrants over ordinary shares have been granted by the Company:

At the date of grant, the options were valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation were as follows:

Volatility was determined by reference to the standard deviation of daily share prices for one year prior to the date of grant.

Equity-settled share-based payments (continued)

The charge to the income statement for share-based payments for the year ended 31 December 2025 was £Nil (2024: £Nil).

The following warrants over ordinary shares have been granted by the Company:

Number of Warrants

At the date of grant, those warrants that came under the scope of IFRS 2 Share based payment were valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation were as follows:

Volatility was determined based ono the standard deviation on monthly (2024: daily) share prices for three (2024: one) year prior to the date of grant.

A charge of £18,258 (2024: £255,083 was charged to the income statement) was charged to Investments as it related to 444,444 warrants issued to the shareholders of Leopard Exploration & Mining Limited.

Equity-settled share-based payments (continued)

Movements in the number of options outstanding and their related weighted average exercise prices are as follows:

The weighted average remaining contractual life of options as at 31 December 2025 was Nil years (2024: 0.25 years).

Warrants

Movements in the number of warrants outstanding and their related weighted average exercise prices are as follows:

The weighted average remaining contractual life of warrants as at 31 December 2025 was 2.24 years (2024: 1.37 years).

Contingent liabilities

As of the time of signing of these financial statements, the Group had not finalised the operationalisation of the issuance of up to 16% non-dilutable free carried interest shares to the Government of Tanzania as per the requirements of the State Participation Government Notice No. 939 of 30 October 2020 which require the Government of Tanzania to acquire up to 16% of the non-dilutable free carried interest shares in the capital of a mining company or any other person holding a mining license or special mining license. This situation is being managed by our experienced local directors.

Reserves

The following describes the nature and purpose of each reserve:

Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling activities of the Company, and are all directors of the Company. For details of their compensation please refer to the Remuneration report.

During the year the Company paid £110,136 (2024: £183,161) to or on behalf of its wholly owned subsidiary, Edenville International (Tanzania) Limited. The amount due from Edenville International (Tanzania) Limited at year end was £11,527,284 (2024: 11,413,437). This amount has been included within loans to subsidiaries.

A further amount of £691,716 (2024: £525,242) is due from Edenville International (Tanzania) Limited included in trade and other receivables in respect of management fees and interest receivable.

The Company also invoiced Edenville International (Tanzania) Limited £120,000 (2024: £120,000) and £46,474 (2024: £38,573) in respect of management fees and interest respectively. This remained outstanding at the year end.

At the year end the Company was owed £3,712 (2024: £3,712) by its subsidiary Edenville International (Seychelles) Limited.

At the year end the Company was owed £6,340 (2024: £6,340) by its subsidiary Edenville Power Tz Limited.

At the year end Edenville International (Tanzania) limited was owed $41,677 (2024: $41,677) by Edenville Power Tz Limited.

Events after the reporting date

On 12 January 2026 the Company issued 22,275,588 shares at 7.817 per share to complete the 100% acquisition of Leopard Exploration and Mining Limited. The Company issued 1,555,556 and 2,000,000 consideration warrants to the shareholders of LEM. These warrants have an exercise price of 12.5p per share and are valid until 31 December 2027.

In January 2026 Gathoni Muchai Investments Limited provided the Company with £815,000 as part of the £1,500,000 loan agreement. These funds were used to complete the 100% acquisition of Leopard Exploration and Mining Limited.

On completion of the LEM acquisition, Richard Lloyd, Chief Executive Officer, was issued with 2,000,000 warrants, expiring in 3 years, with an exercise price of 12.5 pence per share.

On 20 January 2026 the Company placed 25,000,000 shares at 4 pence per share, raising £1 million before expenses. Participants to the placing were issued 1 warrant per placing share with an exercise price of 8p per share and expiring in 3 years.

On 4 February 2026 the Company issued 6,000,000 shares at 4 pence each and 562,500 shares at 8p each.

Events after the reporting date (continued)

2,200,000 shares were issued at 4p per share to Gathoni Muchai Investments Limited, in settlement of outstanding consultancy fees. A further 562,500 shares were issued at 8p per share to Gathoni Muchai Investments Limited in settlement of the 3% establishment fee pursuant to the terms of increased unsecured loan ("GMI Loan") entered into on 27 June 2025.

2,100,000 new Shares were issued to Richard Lloyd, Chief Executive Officer and 1,700,000 new Shares were issued to Marc Nally, Non-Executive Director in settlement of historic contracted remuneration due to them.

On 3 June 2026, the Company raised £150,000 through a subscription for 3,750,000 new ordinary shares at 4p per share. The Company also issued 3,750,000 warrants, exercisable at 8 pence per share and valid for 3 years.

Convertible loan note

In May 2024 the Company entered into a £2 million unsecured convertible loan note agreement ("CLN") with AUO Commercial Brokerage LLC ("AUO"), a wholly-owned subsidiary of Q Global Commodities Group ("QGC"), which is led by Quinton Van Der Burgh, the Company's former Chairman. AUO has a current interest in 13.4% of the Company's issued shares. The loan notes attract an interest of 3% per annum and are convertible at 15p per share at any time up to 31 March 2026, extended to 31 March 2027. These convertible loan notes have since lapsed without ever being drawn.

Commitments

License commitments

Shuka owns a coal mining exploration licence in Tanzania. These licences include commitments to pay annual licence fees and minimum spend requirements.

As at 31 December 2025 these are as follows:

Ultimate Controlling Party

The Group considers that there is no ultimate controlling party.

Caution: