Caracal Gold Regulatory News (GCAT)

21 June 2024

Caracal Gold Plc

('Caracal' or the 'Company')

Funding conditionally secured from Strategic Investor for the development of Kilimapesa expansion project and commitment for the Company's regional strategy

Caracal Gold Plc, the East African gold producer with over 1,300,000 oz JORC compliant gold resources, is pleased to provide an update and announce signature of a binding Heads of Terms ("HOT") to fund the Kilimapesa expansion project from a strategic investor.

A three phased investment will be made by Cynergy Global Ltd ("Cynergy"), a Mauritius based investment group with regional presence in power generation, oil & gas exploration & development, aviation and commercial fishing into Caracal and its subsidiaries. The investment will comprise:

· Phase 1: USD $1m payable in two tranches of USD $500,000 in exchange for 25% of Caracal Holdings Ltd ("CH"), CH is currently owned 100% by Caracal. CH owns 100% of Kilimapesa Gold Pty Ltd. Tyacks Gold Ltd ("Tyacks'), is owned 66.7% by Caracal and 33.3% by CH, at completion of Phase 2 of the transaction Tyacks shareholding will be restructured so that Caracal will own 1% and CH 99% of Tyacks. The first instalment is due within five (5) business days of the signing of the HOT ("Phase 1 Completion Date"). A further USD $500,000 is due on the date falling thirty (30) calendar days after Phase 1 Completion Date.

· Phase 2: USD $5m (USD $2m in equity and USD $3m in debt) in exchange for an additional 10% of CH on completion of definitive agreements (which are anticipated within 30 days from signature of HOT) and completion of the conditions precedent outlined below (which are anticipated within 60 days from the signature of the HOT) ("Phase 2 Completion Date"). The terms of the USD $3m debt will be negotiated alongside the drafting of definitive agreements.

· Phase 3: In the event of Caracal undertaking a fundraise by way of share placement in the future, Cynergy shall have the option to subscribe for up to 29.9% of the issued share capital of Caracal on the same terms offered under the placement.

· Phase 2 Completion is conditional on a number of matters, including:

o  Cynergy conducting due diligence concerning Caracal and its subsidiaries;

o  signing and exchanging definitive agreements;

o  approval by the board of directors and shareholders of Cynergy;

o  the appointment of two (2) nominees of Cynergy as directors of CH and each subsidiary group company with effect from Phase 1 Completion; and

o  the appointment of one (1) nominee of Cynergy as a director of Caracal.

The proceeds of the investment will be used for the development of the Kilimapesa expansion project and to fund corporate overhead.

Operations

· The Kilimapesa Gold mine underground workings have been targeted by artisanal miners from the area. Mining of the open pits has been stopped to ensure safety of the staff and equipment;

· On the 13th of June 2024, the Ministry of Mines via the Regional Mining Officer from the region commenced operations to remove the artisanal miners, whilst this operation is ongoing the Company decided that certain staff should remain at home for their safety;

· As part of the work to be done for the Kilimapesa expansion project, the Company has engaged Minopex (a DRA Global owned company) to carry out a review of the expansion project. Minopex will provide an updated economic assessment and comprehensive technical report for the project and then follow through to execute the expansion on behalf of the Company. The Company also plans to engage Minopex to manage the operation of the processing plant and laboratory.

Corporate

· The Company's finance team are continuing to work with PKF Littlejohn to complete the 2023 financial statements. The Company will thereafter move quickly to finalize the prospectus referred to in previous announcements.

Robbie McCrae, CEO of Caracal Gold commented:

"We are very pleased to welcome Cynergy as strategic investors and as our partners.

The investment from Cynergy is a great leap forward towards completion of the expansion of the Kilimapesa Gold Mine unlocking the value at Kilimapesa for all of stakeholders.

Having a partner who is well funded, has vast experience and success in the region is great for Caracal and its plans to grow our business in the region."

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For further information visit www.caracalgold.com or contact the following:

Notes:

Caracal Gold plc is an expanding East African focused gold producer with a clear path to grow production and resources both organically and through strategic acquisitions. Its aim is to rapidly increase production to +50,000ozs p.a. and build a JORC compliant resource base of +3Moz. The Company is progressing a well-defined mine optimisation strategy at its 100% owned Kilimapesa Gold Mine in Kenya, where there is significant mid-term expansion potential and the ability to increase gold production to 24,000oz p.a. and the resource to +2Moz (current JORC compliant resources of approx. 706,000oz). Alongside this, Caracal owns 100% of Tyacks Gold Ltd which owns the Nyakafuru Project in Tanzania, which has an established high-grade shallow gold resource of 658,751oz at 2.08g/t contained within four deposits over 280 km2 and appears amenable to development as a large scale conventional open pit operation.

Caracal's experienced team has a proven track record in successfully developing and operating mining projects throughout Africa.

The Company is a responsible mining and exploration company and supports the positive social and economic change that it contributes to the communities in the regions that it operates. It is a proudly East African-focused company: it buys locally, employs locally, and protects the environment and its employees and their families' health, safety, and wellbeing.