Half-year Results

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

Chief Executive's Report

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

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

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

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

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

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

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

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

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

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

Richard Lloyd

Chief Executive Officer

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

CONSOLIDATED statement of financial position

as at 30 June 2026

CONSOLIDATED statement of changes in equity

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Adjustments to reconcile profit before tax to net cash flows:

NOTES TO THE INTERIM REPORT

Financial information and basis of preparation

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

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

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

Loss per share

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

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

Dividends

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

Property, plant and equipment

Asset acquisition during the period

Prior to the acquisition, the Group held a 22.2% investment in Leopard Exploration and Mining Limited ("LEM"). On 16 January 2026, the Group acquired the remaining 77.8% of LEM.

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

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

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

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

Share capital

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

Events after the reporting date

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

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

In consideration for the amendment of the Loan and the waiver granted by GMI, the Company has agreed to pay GMI a restructuring and waiver fee equal to 7.5% of the amount outstanding under the Loan. The fee, amounting to £119,054.32, was satisfied through the issue of 2,976,358 new Ordinary Shares to GMI at a price of 4 pence per Ordinary Share.

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

On 1 September 2026 the Company announced it had agreed to an assignment by GMI of a major portion the GMI Convertible Loan (the "Loan") to four South African strategic investors (the "Investors"). The Assignment of approximately £800,000 gross of the Loan, depending on prevailing FEX rates and net of fees if applicable, enables the new Investors under the original terms of the Loan to convert for up to 20,000,000 new ordinary shares of £0.01 each in the capital of the Company ("Conversion Shares") at a price of 4 pence per Conversion Share (the "Conversion Price").

Conditional on completion of the Assignment, and according to the original terms of the Loan, the Company will grant the Investors warrants to subscribe for up to a further 20,000,000 new ordinary shares of £0.01 each at an exercise price of 8 pence per share, exercisable on or before 20 July 2029, as per the terms of the amended and restated loan agreement between GMI and the Company. The original warrants granted to GMI with respect to these 20,000,000 new ordinary shares will be cancelled.

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

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

On 3 September 2026, the Company agreed to an assignment by GMI of a major portion of the remaining GMI Convertible Loan to RAB Capital Limited. The Assignment of £400,000 of the loan principal, plus the interest of £19,648 for the months of July and August 2026, would enable RAB under the original terms of the Loan to convert for up to 10,491,200 new ordinary shares of £0.01 each in the capital of the Company at a price of 4 pence per conversion share. Conditional on completion of the assignment, and according to the original terms of the Loan, the Company will grant the investor warrants to subscribe for up to a further 10,491,200 new ordinary shares of £0.01 each at an exercise price of 8 pence per share, exercisable on or before 20 July 2029, as per the terms of the amended and restated loan agreement between GMI and the Company.

On 18 September 2026, the Company announced that it had agreed to an assignment by GMI of the remaining portion of the GMI convertible loan amounting to £163,334.10 to a specialist Australian mining investor and to Richard Lloyd, Chief Executive Officer of the Company. The assignment of £63,334.10 of the Loan to the investor will enable the investor, under the original terms of the Loan, to convert into up to 1,583,352 new ordinary shares of £0.01 each in the capital of the Company at a price of 4 pence per conversion share. The assignment of £100,000 of the loan to Richard Lloyd will enable him to convert into up to 2,500,000 conversion shares at the conversion price under the original terms of the Loan.

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

Distribution of interim report to shareholders

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