| Wed 7 May 2025, 15:05 | | Pre-Listing Announcement in Respect of the Secondary Inward Listing of Shuka Minerals Plc on the ALTx |
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Pre-Listing Announcement in Respect of the Secondary Inward Listing of Shuka Minerals Plc on the ALTx
SHUKA MINERALS PLC
(formerly Edenville Energy PLC)
(Incorporated in England and Wales)
(Registration number 05292528)
("Shuka Minerals" or "the Company")
ISIN Code: GB00BN47NP32
AIM Share Code: SKA JSE Share Code: SKA
PRE-LISTING ANNOUNCEMENT IN RESPECT OF THE SECONDARY INWARD LISTING OF SHUKA
MINERALS PLC ON THE ALTERNATIVE EXCHANGE OF THE JSE LIMITED
1. INTRODUCTION
Shuka Minerals has its primary listing on the AIM, a sub-market of the London Stock
Exchange ("LSE") and at the date of this announcement, the market capitalisation is
approximately £2.117 million (R52.7 million).
Shuka Minerals has been listed on AIM for 20 years, initially as an exploration company and
later secured its mining licence in 2016. The Company constructed a plant and
commenced operations in 2019. In 2022 Shuka Minerals changed both its Board and the
management team, in late 2023 secured new investors and further strengthened the
Board of Directors and in 2024, settled the business in terms of strategic direction and focus
and made further board changes.
Shuka Minerals is a dynamic and innovative mining and development company,
committed to exploring and harnessing Africa's mineral resources. Its focus lies in the
acquisition and development of valuable mineral opportunities, aiming to contribute to
the sustainable growth and development of local communities.
The name of the Company was changed to Shuka in 2023, which new name reflects the
position as a mine operator in East Africa and as a truly African focused mining and
exploration company that is committed to ensuring its activities demonstrate a
commitment to environmental sustainability, community engagement, and responsible
mining practices
Currently Shuka Minerals has an operating coal mine in Tanzania, historically producing
4 000 tonnes per month, which capacity is under consideration for upgrading by
management depending on funding and strategic direction and is considering projects in
Zambia, South Africa, and other African countries that are rich in copper, lead, and zinc
deposits as detailed under Section 6 below.
The JSE has granted approval to Shuka Minerals for a secondary listing, by way of
introduction under the fast-track listing process contemplated in Section 18 of the JSE
Listings Requirements, of all of its 66 858 597 issued and fully paid ordinary shares ("Ordinary
Shares") with a par value of 0.02 pence on the Alternative Exchange of the JSE in the "FTSE
– Industrial Metals and Mining" sector, sub-sector "General Mining", under the abbreviated
name "Shuka", JSE share code "SKA" and ISIN "GB00BN47NP32", with effect from the
commencement of trade on Wednesday, 21 May 2025 ("Listing Date") ("Secondary
Listing").
The Financial Surveillance Department of the South African Reserve Bank ("SARB") has
approved the Secondary Listing and classified the secondary inward listed Ordinary Shares
as "domestic" for exchange control purposes. Accordingly, South African resident
shareholders must hold their Ordinary Shares on the JSE register subsequent to the
Secondary Listing and may trade the Ordinary Shares on the JSE without having recourse
to their foreign portfolio allowance.
2. OVERVIEW OF THE COMPANY
Shuka Minerals is a company with an Africa focus with an existing coal project in Tanzania.
and is listed on AIM, a sub-market of the LSE.
The Company was incorporated on 22 November 2004 and operates under the
Companies Act, 2006 in the United Kingdom, as amended. The Company was listed on
21 February 2005 under the Basic Materials category, in accordance with the Global
Industry Classification Standards. The financial year-end of the Company is 31 December.
The Company's registered office is located at Aston House, Cornwall Avenue, London, N3,
1LF. Shuka Minerals is not a registered external company in South Africa and has no
subsidiaries, employees or other business in South Africa.
The 2023 and 2024 years were transformative for the Company, particularly from a
corporate perspective with a strategic investment of £1.47 million secured from two
African focused mining investment groups, a significant restructuring of the Board of
Directors, a change of name to Shuka Minerals PLC and the application of the funds raised
to not only fund its ongoing working capital requirements at its operating Rukwa Coal Mine
in Tanzania, but also to fund due diligence costs associated with ongoing review work of
potential new and strategically complimentary projects in Africa. The most notable
development during the year was the strategic investment that the Company was able
to secure with AUO, one of South Africa's leading independent commodity, mining,
logistics and investment funds and with Gathoni Muchai Investments Limited, an East
Africa based mining investment group. As part of this investment, the Company received
an aggregate £1.47 million of new funding, with £575 000 received in June 2023, and the
£893,000 balance received in September 2023 following shareholder approval at the
Annual General Meeting held on 3 August 2023. In conjunction with this strategic
investment, the Company commenced a major restructuring and strengthening of its
Board, with the appointment of Mr Jason Brewer, a director of Gathoni Muchai Investments
and the CEO of London-listed Marula Mining PLC, as Executive Director of the Company
in June 2023 and the appointment of Mr Quinton van der Burgh in November 2023 as Non-
Executive Chairman, who is the founder and CEO of Q Global Commodities.
Shuka is currently conducting limited operations as well as exploration and development
of minerals and mines within the following project locations:
Rukwa Project
The Rukwa Project is a mining project in an advanced stage, the Construction has been
completed, the mining and washing operations underway and commercial sales are
being made, albeit limited. The Rukwa coal mine is located at Mkomolo which is a
geological block within the Ufipa Coalfield in Tanzania. The licence of the same name
"Mkomolo" was granted over the area with licence number ML562/2016. The wash plant
is owned and operated by Shuka, which results in a considerable saving in processing costs
compared to using a contract washing facility. It has passed the mining environmental
impact assessment.
Operations during early 2023 were quite challenging as a result of the high moisture
content in the run-of-mine ("ROM") coal stockpile, which impacted on the coal washing
process and coal production over the period. As a result of the wash plant performance
and ongoing maintenance work on plant and equipment during the period, only limited
coal sales were made into the regional markets during the period. The Company
continues to review its ongoing investment in the Rukwa Coal Mine and targeted
production rates. In parallel with its operational activities, the Company continued in its
discussions with the Mining Commission in Tanzania, to ensure ongoing compliance with
local regulations, and to address previously disclosed outstanding legacy matters.
Other Projects
Following the change in Board and successful capital raising, the company has been
looking at other mineral resources in East and Central Africa, with an agreement being
entered into for a major brownfield base metals project located in East Africa as detailed
under Subsequent Events below.
3. RATIONALE FOR THE COMPANY'S SECONDARY LISTING
A listing on a South African stock exchange would facilitate easier investment and trading
in the securities of Shuka Minerals by South African investors and enable potential
investment into South Africa mining opportunities. At present, the South African Exchange
Control Regulations restrict South African residents from easily investing in offshore
companies. South African residents are however free to acquire and trade shares listed
on the JSE including into foreign registered companies who have primary or secondary
listings on the JSE. The rationale for the Secondary Listing for the Company is as follows:
- It facilitates direct investment in Shuka Minerals by South Africans, enabling
participation in Shuka Minerals by South African residents.
- It focusses the attention of future South African investors to invest in Shuka Minerals,
thereby helping to increase the potential investor pool and in future improve the
liquidity and marketability of Shuka Minerals Shares.
- It allows Shuka Minerals to market itself in South Africa, thereby providing Shuka
Minerals with more access to South African institutions and to pursue funds that are
within South Africa.
- It will allow Shuka Minerals to issue JSE-listed Ordinary Shares to make acquisitions in
South Africa, which acquisitions would have been more difficult due to the SA
Reserve Bank Regulations and the "looping" provisions.
Strate Proprietary Limited ("Strate"), in its role as a licensed central securities depository,
has been appointed to enable removals between the South African and UK registers and
will act as the effective transfer secretary for these transactions.
4. SHARE CAPITAL
The Company does not have authorised share capital. The issued share capital, as well as
shares committed to be issued, as at the date of this announcement is as follows:
Details Shares
Ordinary shares – fully paid 66 858 597
As of 30 April 2025, 270 000 share options and 20 433 196 warrants had been issued and
remained outstanding.
Shares not in Public Ownership
The total percentage of shares in public hands is 48.4%, with the remaining 51.6%, being
beneficial holdings of shares held by shareholders holding above 10% and the directors'
holdings.
On the Listing Date, all Ordinary Shares will rank pari passu in all respects, including in
respect of voting rights and dividends and other distributions. The Company does not hold
any Ordinary Shares in treasury. Once listed, Ordinary Shares will be traded on the JSE in
electronic form only (as dematerialised shares) and will be trading for electronic clearing
and settlement, via Strate, immediately following the Secondary Listing. The Company
does not yet pay dividends, with cash prioritised for developing its mining prospects and
operations.
All investors owning dematerialised Ordinary Shares or wishing to trade their Ordinary
Shares on the JSE are required to appoint either a broker or a Central Securities Depository
Participant ("CSDP") in South Africa to act on their behalf and to handle their settlement
requirements. If you have any doubt as to the mechanics of Strate, please consult your
broker, CSDP or other appropriate advisor. For further information, Strate's website is
www.strate.co.za.
5. FINANCIAL INFORMATION
The Company's year end is 31 December each year, with the most recent interim results
published for the six months ended 30 June 2024. The audited results from 31 December
2017 through to the year ended 31 December 2023 as well as the interim results to 30 June
2024 are available on the Company's website at www.shukaminerals.com/investors.
The audited results were unqualified but contained two Emphasis of Matters as follows:
Operationalisation of the 16% Government of Tanzania non-dilutable free carried share
interest
Following the Government of Tanzania amending the laws in 2020 to provide for a 16%
free carry in mining operations, the Company, along with many other affected companies
in Tanzania, is in the process of negotiations on this shareholding in conjunction with the
Tanzanian Government. This is a process and does not affect the mining licence. The
expectation of the Company is that this should be resolved during 2025.
Recoverability of Value Added Tax
Note 4 of the financial statements, describes the group's assessment over the Value
Added Tax (VAT) receivable balance of £261,340 in its subsidiary, Edenville International
(Tanzania) Limited. The Group has assessed and concluded within its critical accounting
estimates that the VAT is recoverable. The financial statements do not include the
adjustments that would result if the group was unable to fully recover this.
The Company successfully raised additional capital during the year ended 31 December
2023 from two large strategic investors, who subsequently nominated representatives to
the Board of Directors. Subsequent to the interim period end, further loan funding was
secured from a shareholder as detailed under Subsequent Events.
The basic earnings, diluted earnings, headline earnings and diluted headline earnings per
share of Shuka Minerals for the six months ended 30 June 2024 and the year ended
31 December 2023 are as follows:
Unaudited Audited
Six months Year ended
Ended 31 December
30 June 2024 2023
£ £
Loss for year attributable to equity (544 216) (1 682 500)
shareholders
Headline loss adjustments: - -
Headline loss (544 216) (1 682 500)
Share information:
Weighted average shares in issue 60 219 861 29 329 474
Basic loss per share (pence) (0.90) (4.11)
Headline loss per share (pence) (0.90) (4.11)
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.
6. MATERIAL CHANGES, SUBSEQUENT EVENTS AND PROSPECTS
Material changes to the financial position and trading position of the Company since the
publication of the Company's interim financial report for the six-month period ended 30
June 2024, comprise the following:
- The Company entered into an agreement for a non-convertible, unsecured interest-
free loan of £500 000 from Gathoni Muchai Investments Limited, of which £250 000
has been advanced and the balance will be made available in due course. The
loan is repayable once the Company raises fresh capital exceeding £2m.
Regarding its Rukwa coal mining asset, following resolution of the long-standing dispute
with the original mining licence holder Upendo Group ("Upendo"), as announced on
15 February 2024, the requisite filings have now been made in the court in Tanzania
terminating the legal proceedings and the settlement has been communicated to the
relevant authorities. The dispute had arisen over a different interpretation of the meaning
of "residual interest" on the original acquisition of the mining right a number of years ago.
The matter was resolved with the payment in cash of $110 000 and an agreed royalty of
$1.95 per tonne sold. Upendo shall shortly have their representative join the board as one
of six directors of the local subsidiary and there is optimism that this will assist the
development and progression of the Company's prospects at Rukwa, where operations
have remained challenging, with limited coal production. The operations have been on
hold recently due to the rainy season, during which time the local mining staff were on
annual leave. The management team have subsequently returned to the mine during
January 2025 to review operations and mining activities given the impact of weather and
to prepare for a new production cycle. A site visit by some of the directors of the Company
is currently underway. Demand in regional markets continues to appear robust. Following
resumption of normal activities, the Company will review its targeted production rates and
provide further updates as appropriate.
In addition, as communicated in previously published announcements, the Board is
continuing to review potential acquisitions of additional advanced mining and mine
development projects located in Africa, including one such opportunity which is being
actively progressed and meets the Company's key acquisition criteria, with a focus on a
commodity other than coal. While the Board is excited by the potential of the Kabwe Zinc
Mine opportunity and has concluded its due diligence there can be no guarantee that
any transaction will proceed to definitive documentation, or as to the eventual terms or
timing of such transaction.
Kabwe Zinc Mine
Shuka has signed a conditional Share Purchase Agreement ("SPA") dated 13 December
2024 with the shareholders of Zambian mining and exploration company, Leopard
Exploration and Mining Limited ("LEM") to acquire 100% of LEM's share capital from the
shareholders ("LEM Shareholders") in a share and cash-based transaction for total
consideration of US$4,500,000 and 2 million warrants, as detailed below (the "Acquisition").
LEM is the registered holder of a large-scale mining license 12848-HQ-LML issued in
December 2014 for a period of 25 years, and which includes the historical Kabwe Zinc Mine
("Kabwe Mine") located in central Zambia, approx. 110km north of the capital city of
Lusaka.
The Company can also confirm that approval has been provided to LEM for its request to
transfer its shares to Shuka under the terms of the SPA and in accordance with section
67(1) of the Mines and Minerals Development Act No. 1 of 2015. The approval from the
Minister of the Ministry of Mines and Mineral Development is in line with Regulation 30 of
the Mines and Minerals Regulation Act No. 7 of 2016 and is a key regulatory approval
required for the Acquisition to be completed in Zambia.
The Kabwe Mine, was previously operated by Anglo American plc and Zambia
Consolidated Copper Mines Limited, and was mined continuously for 88 years until its
closure in 1994, due to the then current commodity prices. It was ranked as one of the
world's highest-grade lead and zinc mining operation and is considered one of the famous
mines in Africa, holding a position of national economic importance in Zambia.
Under the terms of the SPA, the Company will acquire the entire issued share capital of
LEM for total consideration of US$4.5 million, comprising US$1.5 million in cash (the "Cash
Consideration") and US$3.0 million via the issuance of new ordinary shares of 1p each in
the capital of the Company ("Ordinary Shares") (the "Share Consideration"), and 2 million
warrants. The LEM Shareholders comprise a group of 8 unrelated parties that have held
interests in the Kabwe Mine, via their shareholding in LEM, for the past 10 years.
Of the Cash Consideration, the Company has already paid US$150,000 to the LEM
Shareholders with the US$1.35 million outstanding balance being payable on completion
of the Acquisition ("Completion"). As noted below, the Company is exploring avenues to
secure the requisite funding, inter alia, to satisfy the balance of the Cash Consideration on
a timely basis.
Of the Share Consideration, US$1.0 million is to be settled on Completion by the issue of
11,481,482 new Ordinary Shares and the US$2.0 million balance of the Share Consideration
will be satisfied on Completion via the issue of new Ordinary Shares, calculated by
reference to an issue price equal to a 10% discount to the 30-day volume weighted
average price of Shuka ordinary shares prior to Completion (the "Acquisition Shares"),
subject to the number of Acquisition Shares representing no more than 29.99% of the voting
rights attached to the Company's ordinary share capital ("Total Voting Rights"). In the event
that the issue of the Acquisition Shares would result in the LEM Shareholders holding, in
aggregate, in excess of 29.99% of the Total Voting Rights, then the number of the
Acquisition Shares issued will be reduced accordingly and any balance deferred and
issued on the date commercial mining activities commence at Kabwe, subject to the
number of Acquisition Shares in issue representing no more than 29.99% of the Total Voting
Rights. A further announcement will be made in due course in respect of the issuance and
admission of the Acquisition Shares which will be issued under existing share allotment
authorities. Pursuant to the Agreement, the total Share Consideration is capped at a
maximum of 42,000,000 new Ordinary Shares.
In addition, the LEM Shareholders will be granted an aggregate 2,000,000 warrants to
subscribe for new Ordinary Shares ("Warrants"). The Warrants will be granted within 10
business days of execution of the SPA and are exercisable at 12.5p per Ordinary Share, at
any time until 31 December 2027, subject to the LEM Shareholders not holding post
exercise, in aggregate, over 29.99% of the Total Voting Rights.
Completion has been extended to 11 June 2025 ("Long Stop Date"), and now remains
subject to a capital raise by the Company sufficient to fund the Cash Consideration,
receipt of final regulatory approvals including approval from the Competition and
Consumer Protection Commission in Zambia and other customary conditions for a
transaction of this nature.
The Ordinary Shares issued as part of the Share Consideration will be subject to 12-month
lock-in provisions from the date of issuance.
Kabwe Mine Resource Overview and Valuation
As part of the Company's due diligence, noted independent consulting geologists, Behre
Dolbear International Ltd ("Behre Dolbear"), were retained by the Company to evaluate
the project and provide an updated Independent Review and NI 43-101 Compliant
Technical Report prepared by Competent Person Mr Dion Brandt ("Competent Persons
Report" or "CPR") in November 2023, which report is available for inspection up to the date
of listing by way of contacting Mr Richard Lloyd at richardlloyd@shukaminerals.com,
subject to the signing of an appropriate non-disclosure agreement.
This NI 43-101 report was based on an assessment of historical data and resources and
reports, with the CPR verifying that historical non-JORC compliant resources remain within
5 key deposits and include 2.986 Mt of ore grading 11.4% zinc and 1.7% lead at the No. 2
Orebody; a further 2.610 Mt of ore at similar grades of 11.9% zinc and 1.7% lead at the Mine
Club-Speaks deposit; and an additional 126,893 t of ore at 17.2% zinc and 9.2% lead
contained in the previously mined zones.
As detailed in the Regulatory News Service announcement issued on 13 December 2024,
combined, these equate to 5.723 Mt of total historical resources at average grades of
11.8% zinc and 1.9% lead, containing approximately 695,786 tonnes of zinc and 106,803
tonnes of lead.
Preliminary economic analyses of just the proposed future development of the No. 2
Orebody and Mine Club-Speaks, which have also been reviewed by Behre Dolbear,
suggest pre-tax cashflows of US$1.841 billion, an NPV10 of US$0.561 billion and an IRR of
112%.
Behre Dolbear have further confirmed that there is considerable potential for additional
sulphide and oxide-silicate deposits and resources in the immediate vicinity of the Kabwe
Mine and at depth. Recent grab samples by the Company at surface of the No. 2
Orebody, as part of the Company's due diligence, were assayed by Scientific Services
Limited's geological laboratories in South Africa and reported grades of 25.05%, 49.56%,
42.03% and 46.93% zinc, further reiterating the high-grade nature of the Kabwe Mine and
the immediate area.
Kabwe Mine Development Plans and Planned ESG Initiatives in Kabwe
Upon completion of the Acquisition and subject to securing the requisite funding, the
Company will commence a 3-phase exploration and development program at the
Kabwe Mine, as part of its plans to re-commence both open-pit and underground mining
and processing operations.
This 3-phase program, as also recommended by Behre Dolbear, will comprise:
(i) a high-resolution geophysical survey,
(ii) a JORC Code 2012 resource drilling program, updated metallurgical test work and
additional environmental and mining studies; and
(iii) detailed feasibility study work and underground mine refurbishment and new
access decline activities as well as the establishment of new ore processing
facilities and value addition in respect of the production of refined metals
products.
In parallel with this work, the Company is proposing to commence discussions with a
number of local mining companies currently conducting small scale open pit mining
operations in the vicinity of the Kabwe Mine, to advance potential partnership and co-
operation agreements. Pursuant to these discussions, the Company will look to partner
with these groups in respect of skills transfer and training, employment, technical
cooperation and the promotion of positive environmental and sustainable mining and
mineral processing activities.
The Company will also seek to engage with all stakeholders in the town of Kabwe and its
surrounding areas, as part of its broader investment plans in the region. This will be a clear
focus of the Company's ESG initiatives which will be focused on the need to provide
employment and education, to implement a number of major environmental
management and water programs and to encourage broader investment in the region
at all levels.
The Kabwe area is one that has been subject to over 100 years of continued mining and
mineral processing activities, and there are many sites around the Kabwe Mine that have
not been remediated to meet currently acceptable international environmental
standards. The Company has received legal advice that neither LEM, nor the Company
as a result of the Acquisition, can be held responsible for any legacy environmental
liabilities or clean-up costs, as such liabilities remain with either the Zambian Government
or the previous owners of the mine. The Company is committed however to both the
implementation of best practice environmental management in its future mining and
processing activities and to also working with all stakeholders and in particular the local
communities in and around the town of Kabwe to implement measures to improve the
socio economic and environmental conditions.
Financing, including Financing of the Acquisition
As previously announced, the Company continues to carefully manage its resources and
creditors as it advances both its near term and longer term financing arrangements,
including securing the funding in respect to meeting the Cash Consideration due to the
LEM Shareholders under the Kabwe Mine acquisition and capital required to commence
work on Kabwe.
On 2 December 2024 the Company announced an agreement with Gathoni Muchai
Investments Limited ("GMI"), its second largest shareholder, for an unsecured, interest-free
and non-convertible loan of £500,000 (the "GMI Loan"). An initial advance of £150,000 has
been received with £100,000 received during December 2024 and the balance to be
available during 2025. The Company's major shareholder AUO Commercial Brokerage LLC
("AUO"), has advised the Company that it is continuing to work towards provision of all
monies due under the £2m unsecured convertible note instrument ("CLN") entered into on
24 May 2024, and which it has advised the Company that it expects to have available to
the Company in Q1 2025. Assuming receipt of such funding, part of it will be applied to
settle the remaining cash consideration of USD1.35m for Kabwe. The Company is also
seeking other funding opportunities and shareholders.
Going forward, the Company will explore the potential for offtake financing and has
received early stage non-binding interest from a European-based global commodity
trading group that is currently purchasing zinc ores from the Kabwe area, regarding the
potential for a long-term zinc and lead offtake agreement with the Company.
The initial advance under the GMI Loan provides working capital in the near term although
the Company will continue to be reliant on its ability to manage its creditors. The Company
anticipates that funds to satisfy the Cash Consideration to the LEM Shareholders and to
meet both its short term working capital needs and its planned 3-phase exploration and
development plans at the Kabwe Mine will be funded from a combination of the sources
set out above and other sources currently being advanced. While the Company is
confident in its ability to secure such funds on a timely basis, there can be no guarantee
that such funds to meet both its short term working capital or longer term financing and
the Cash Consideration will be available. In the event requisite funding to satisfy the Cash
Consideration is not secured prior to the Completion Long Stop Date, under the terms of
the Agreement the Company may defer the Completion date by up to a further 90 days,
failing which the Agreement shall terminate with no further obligations on either party.
Rukwa coal mine
As previously announced, operationally, the Rukwa coal mine has faced challenges,
particularly due to the rainy season, which caused a temporary halt in production, with
progress further impacted by the Company's limited financial resources. The
management team was back on site from January 2025 to plan operations and mining
around the weather. Nonetheless, as the financial position of the Group is stabilised, we
will explore options for increasing output in the months ahead. Demand for coal in regional
markets remains strong, and we expect this trend to continue into 2025.
Proposed Equity/Warrant issue
The Board was restructured during 2024, with warrants being issued to the outgoing
directors, namely Messrs Paul Ryan, Noel Lyons and Yaron Zimbler, who were directors prior
to the change in control of Shuka. Subject to completion of the Kabwe Mine Acquisition,
Richard Lloyd, Chief Executive Officer, will be granted 2,000,000 warrants to subscribe for
new Ordinary Shares ("Director Warrants"). The Director Warrants will have an exercise price
of 12.5p per share and will be valid for 3 years from grant.
Extracts from operational update published by way of a RNS announcement on
14 February 2025
"Since the start of 2025, the Company and its legal and corporate advisers have been
working closely to finalise the outstanding conditions, to complete the Kabwe Acquisition
ahead of the expected March 2025 completion date and undertaking preparatory work
to drive the project forward following completion. Technical site visits have been
undertaken in Zambia and meetings in Lusaka and South Africa have also been held with
key stakeholders and the Company's existing, and potentially new, providers of finance.
Key points:
- Over the past 3 weeks, the Company's executive management and key advisers and
consultants have been in Southern and East Africa.
- Positive meetings have been held with a number of key stakeholders in respect to the
Kabwe Acquisition and the Company's existing Rukwa coal mining operations in
Tanzania.
- A successful site visit was undertaken to the Kabwe Mine and surrounding areas.
- During the site visit, the Company's recently appointed CEO, Richard Lloyd, was able
to observe high-grade zinc mineralisation from identified deposits within the Kabwe
Mine, that were outcropping at surface, as well as local small scale zinc and base
metals mining and processing operations.
- A number of samples were taken during the site visit and these have been submitted
to ALS Zambia's laboratory in Lusaka for grade and metallurgical testing.
- The assay results from these samples are expected to be received later in the current
quarter
- Key stakeholders in both Zambia's capital city, Lusaka and in Kabwe, and including
the Kabwe District Commissioner and local mine operators and service providers, were
extremely engaged and positive about the Company's proposed acquisition of the
Kabwe Mine.
- Additional support has been received by the Minister of Mines, Permanent Secretary
and the Director of the Zambian Mining Cadastre as the Company looks to establish
its presence in Zambia and Kabwe.
- The Company's executive management and consultants are continuing to review
and compile historical geological, geophysical and mine development data for the
Kabwe Mine project.
- The Company is finalising the appointment of Zambian-headquartered GeoQuest Ltd,
a fully independent geological and environmental consultancy and contract services
group and a company well known to the Company's CEO, to assist in the Kabwe Mine
project development site activities and planning.
- New project budgets and implementation schedules are also being finalised and will
be submitted to the Board for approval later this quarter.
- The Company continues to carefully manage its working capital position and its
creditors whilst progressing discussions with AUO Commercial Brokerage as previously
announced and also continuing to work with its financial advisers and a number of
European and African based groups on its longer term financing arrangements. This
includes the funding necessary to meet cash consideration due to the LEM
Shareholders under the SPA to enable the Company to complete the Kabwe
Acquisition, and funding required to commence its exploration and development
work at the Kabwe Mine post-completion.
- As advised on 2 December 2024, the Company announced an agreement with
Gathoni Muchai Investments Limited ("GMI"), its second largest shareholder, for an
unsecured, interest-free and non-convertible loan of £500,000 (the "GMI Loan"). The
Company has drawn £250,000 of this to date and further drawdowns are planned in
the current quarter.
- The Company continues to work with its local management team at the Rukwa Coal
Mine and has also commenced discussions with potential operational partners."
Extracts from Kabwe site visit and sampling results published by way of a RNS
announcement on 19 March 2025
- "As reported on 11 February 2025 during a recent site visit members of the Shuka team
were able to observe high-grade surface zinc (Zn) and lead (Pb) mineralisation from
identified deposits within the Kabwe Mine, that were outcropping at surface, and at
local small-scale zinc and base metals mining and processing operations.
- Ten field samples were taken during the site visit and have now been analysed by
ALS laboratories in Ndola (Zambia) and Johannesburg (South Africa) for grade and
metallurgical testing across 40 elements
- The results obtained confirm the extremely high-grade nature of the at surface deposit
- The presence of valuable Critical Minerals and Metals such as Cesium (Cs), Cerium
(Ce), Gallium (Ga), Molybdenum (Mo), Rubidium (Rb), Scandium (Sc), Vanadium (V)
and Yttrium (Y) were also identified, having not previously been considered for
exploitation at Kabwe
- Zinc grades returned in the range from 7.5% Zn in the overburden, 14-16% Zn in the Pit
2 outcrops and 20-27% in the washed material from artisanal worked areas in Pit 5.
- Two samples returned values of greater than 30% Zn (the normal lab detection limits)
and will be sent to ALS Vancouver for further analysis.
- Lead grades above lab detection limits were also returned from 8 of the 10 samples
and have been re-submitted for "Overlimit" testing with results pending.
- Silver (Ag) grades of 1-7g/t were also encountered and are expected to provide a
further revenue stream in the future.
The Company's executive management and consultants continue to review and compile
historical geological, geophysical and mine development data."
A table summarising the key contained elements and the grades therein from the surface
samples collected is contained in the RNS, which is available on the Company's website
7. MAJOR SHAREHOLDERS
Those Shareholders of the Company, who, as at the date of this announcement insofar as
is known to Shuka Minerals, directly or indirectly, were beneficially interested in 5% or more
of the Ordinary Shares of Shuka Minerals are set out below:
Number of Percentage
Shareholder Ordinary shareholding (%)
Shares
AUO Commercial Brokerage LLC 17 586 598 27.0%
Gathoni Muchai Investments 11 773 402 18.0%
Forest Nominees Ltd 4 651 137 7.1%
JIM Nominees Limited 4 056 846 6.274%
Total 38 067 983 62.87%
8. SALIENT DATES RELATING TO THE LISTING
The salient dates relating to the Listing are set out below:
Details 2025
Release of the Pre-listing Announcement via SENS Wednesday, 7 May
Listing Date on AltX and commencement of trade at 09h00 on Wednesday, 21 May
Note: The above times are South African standard time. The above times and dates are
subject to change. Any such change will be notified via SENS.
9. BOARD OF DIRECTORS AND STRATEGIC ADVISORS
Details of the Board of Directors and strategic advisors are set out below, with detailed
profiles available on the Company's website:
Quinton van der Burgh ("Quinton") - Non-Executive Chairman
Richard Lloyd ("Richard") – Chief Executive Officer
Edward Ruheni Njoroge ("Edu Ruheni") - Non-Executive Director
Marc Nally ("Marc") - Non-Executive Director
Rakesh Patel - Company Accountant (Non-Board)
Jason Brewer ("Jason") – Former Executive Director and strategic advisor
The Company plans for further Board appointments in Q2 2025, aimed at enhancing the
Company's expertise in African mine development. These strategic additions to the Board
would be intended to strengthen the Company's leadership and technical capabilities,
ensuring alignment with its vision of advancing sustainable mining projects across the
continent, and further announcements will be made in due course, as appropriate. In
addition, the Board has resolved to appoint an additional independent Non-executive
Director as soon as reasonably practicable, targeting Q2 2025.
10. GOOD STANDING AND DIRECTORS' RESPONSIBILITY STATEMENT
The directors and strategic advisor of Shuka Minerals, whose names are given in Section
10 above, confirm that, to the best of their knowledge and belief, the Company has
adhered to all legal and regulatory requirements of the AIM of the LSE and is in good
standing with the LSE.
11. WORKING CAPITAL STATEMENT
Shuka Minerals recorded a net loss of £746 323 for the six months ended 30 June 2024
(excluding foreign exchange losses on translation of overseas subsidiary) and the
Company's position as at 30 June 2024 was as follows:
- The Company had cash reserves of £92 530; and
- The capital and reserves amounted to £5 815 375.
The Company's main activity is mining through its Tanzanian subsidiary and mining
exploration. The Company raised an additional £893 000 cash during the year ended 31
December 2023 and enjoys the ongoing support of its two strategic shareholders. On 24
May 2024, the Company announced that it 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 one of South Africa's leading
independent commodity, mining, logistics and investment funds, which is led by Quinton
Van Den Burgh, the Company's Chairman. AUO has a current interest in 27.0% of the
Company's issued shares. Details of the CLN are as follows:
- The principal amount of the convertible loan notes to be issued under the CLN
("Notes") in aggregate is £2 million;
- The Notes are unsecured;
- The Notes have a 3 per cent. annual coupon, redeemable in cash or Company
shares, at the election of the Noteholder;
- The Notes have a final redemption date of 31 March 2026;
- The Notes each have a conversion price of 15 pence per share, a substantial premium
to the Company current share price of 10p;
- The Notes are immediately available for subscription in a single amount at AUO's
election or, at the Company's election, in instalments which instalments shall not be
drawn down before August 2024 or such earlier date as both parties agree provided
that AUO must subscribe for the entire principal amount of the Notes, being £2 million,
by 31 March 2025, which date is being extended to 30 September 2025;
- The Notes may not be converted if such conversion results in AUO, and any person
acting in concert with it, owning more than 30% of the voting rights of the Company,
unless such conversion is effected a) as part of a sale of the entire issued share capital
of the Company, b) with the requisite Takeover Panel and shareholder approvals or
c) is part of a mandatory offer for the remaining shares in the Company pursuant to
Rule 9 of the City Code on Takeovers and Mergers ("Code");
- The principal amount of the Notes is repayable immediately following an event of
default, with any accrued interest converted into Company shares;
- The Notes may not otherwise be redeemed by the Company in advance of the final
redemption date of 31 March 2026.
The proceeds of the Notes, when drawn, will be applied towards the cash element of the
Potential Acquisition, should it proceed or other future acquisition opportunities, and for
general working capital purposes.
During August 2024, the Company served an initial drawdown notice, for £500k for general
working capital purposes, and was advised that the required investment capital was tied
up in other ongoing transactions which had taken longer than initially anticipated.
However, AUO remains committed to supporting the Company's future endeavours. In
the interim, the Company secured the required commitment of £500k from Gathoni
Muchai Investments Ltd as detailed under Subsequent Events. The Directors of Shuka
Minerals are of the view that the Company is solvent, has sufficient cash or access to loan
funding as detailed above, to ensure that the Company can meet its minimum exploration
and operational expenditure commitments for at least the next twelve months, is a going
concern will be able to settle its debts, as and when they fall due.
12. FURTHER INFORMATION
There are no major differences between the regulatory and legislative frameworks as
envisaged in paragraph 18.20 of the JSE Listings Requirements, other than the following
provisions:
12.1 The issue of shares for cash requires a 50% vote as opposed to a 75% vote.
12.2 A mandatory offer is triggered at 30% for public companies in the United Kingdom
compared to 35% for South African public companies.
12.3 All transactions with non-related parties above 10% and related parties above 5%
must be notified as a substantial transaction, with any "Class Test" per Schedule 3
of the AIM Rules for Companies above 100% requiring shareholder approval.
12.4 Ordinary course of business with directors and their associates does not fall within
the definition of a transaction if revenue in nature or if it does not change the fixed
assets of a company.
All documents and announcements which Shuka Minerals has made public over the last
eight years in consequence of having its securities listed on the AIM of the LSE, including
financial information, annual reports and regulatory announcements are available for
download on the Company's website at www.shukaminerals.com
13. DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in this announcement:
Document Location
Annual Reports and interim results www.shukaminerals.com/investors
The QCA Corporate Governance Code 2018 www.shukaminerals.com/investors
2013 JORC Compliant Resource Statement. www.shukaminerals.com/operations
Rukwa Mine Review - 2023 www.shukaminerals.com/operations
It is noted that the major change between the 2013 JORC compliant resource statement
and the updated Rukwa Mine Review – 2023 relates primarily to the prevailing metal prices
at the time of the issue of the reports. No other material changes were noted.
DISCLAIMER
This pre-listing announcement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Companies Act")
and will not be distributed to any person in South Africa in any manner which could be construed
as an offer to the public in terms of the Companies Act. This pre-listing announcement does not
constitute a prospectus registered and/or issued in terms of the Companies Act.
This pre-listing announcement includes statements about Shuka Minerals that are, or may be
deemed to be forward-looking statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
These forward-looking statements are not based on historical facts, but rather reflect current
expectations concerning future results and events and generally may be identified by the use of
forward-looking words such as "targets", "believe", "aim", "expect", "project", "anticipate",
"intend", "foresee", "forecast", "likely", "should", "planned", "may", "will", "estimated",
"potential" or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position
or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition
strategy, or future capital expenditure levels, and other economic factors, such as, amongst other
things, interest and exchange rates and public sector spend and resource allocation.
By their nature, forward-looking statements involve known and unknown uncertainties,
assumptions and other important factors, because they relate to events and depend on
circumstances that may or may not occur in the future, whether or not outside of the control of
Shuka Minerals. Such factors may cause Shuka Minerals' actual results, financial and operating
conditions, liquidity and the developments within the industry in which Shuka Minerals intends to
operate to differ materially from those made in, or suggested by, the forward-looking statements
contained in this pre-listing announcement. Shuka Minerals cautions that forward-looking
statements are not guarantees of future performance.
All these forward-looking statements are based on estimates and assumptions made by Shuka
Minerals, all of which estimates and assumptions, although Shuka Minerals believes them to be
reasonable, are inherently uncertain. Accordingly, no assurance can be given that any such
forward-looking statements will prove to have been correct. Any forward-looking statement
made in this pre-listing announcement or elsewhere is applicable only at the date on which such
forward-looking statement is made. New factors that could cause the business of Shuka Minerals
not to develop as expected may emerge from time to time and it is not possible to predict all of
them. Further, the extent to which any factor or combination of factors may cause actual results
to differ materially from those contained in any forward-looking statement is not known. Shuka
Minerals has no duty to, and does not intend to, update or revise the forward-looking statements
contained in this pre-listing announcement after the date of this pre-listing announcement, except
as may be required by law or regulation.
By order of the Board
London
7 May 2025
SPONSOR
AcaciaCap Advisors Proprietary Limited
Date: 07-05-2025 03:05:00
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