Caracal Gold Regulatory News (GCAT)

Caracal Gold Plc

('Caracal' or the 'Company')

Corporate Update

Caracal Gold Plc, the East African focused gold company is pleased to provide an update on several key corporate developments that are being progressed in line with the Company's gold exploration and mine development plans in East Africa, its recapitalisation strategy and its aim to have its securities resume trading on the London Stock Exchange.

2025 Independent Audit of Annual Accounts

The Company and its independent auditors in the United Kingdom, together with the auditors in Kenya for its subsidiary Kilimapesa Gold Limited, have commenced work on the annual financial accounts for 2025. In parallel, the Company will appoint a separate and independent team to conduct a forensic audit of the operations, with a specific focus on all material payments made and committed to by management during the 2024 and 2025 period. The forensic audit will be distinct from the statutory annual audit. Both exercises will support the Company's commitment to transparency, accountability, and compliance, ensuring that the 2025 Annual Report and Accounts are lodged within the designated timeframes.

Recapitalisation of Balance Sheet

Over the past 24 months, the Company has incurred significant indebtedness, primarily as a result of poor operating performance at the Kilimapesa Gold Mine in Kenya.

During this period there has been a significant increase in creditors liabilities that are due to key stakeholders and contractors in Kenya and to service providers in the United Kingdom.

Several short-term debt facilities were secured by the Company's executive management to provide working capital to manage its financial obligations. The Company's current Board and executive management are working with these debt providers and with creditors as part of its plans to complete a recapitalisation of its balance sheet. As part of this process the Company is negotiating extensions to debt repayment terms, conversion of debt to equity and the raising of additional debt and equity facilities. This work is ongoing and is scheduled to be completed in the current quarter as part of the Company's aim to have its securities resume trading on the London Stock Exchange.

Prospectus and Appointment of Financial Adviser

The Company's lawyers and advisors are updating a Prospectus that has undergone several reviews by regulators in the United Kingdom, and is to be re-submitted for approval in the current quarter.

To that end, the Company announces that Bowsprit Partners Limited ("Bowsprit Partners") has been appointed as Financial Adviser to the Company, with immediate effect. 

Bowsprit Partners is a London-based corporate finance and corporate broking firm specialising in advising both public and private companies, with a strong focus on cross-border equity capital markets transactions. Bowsprit Partners is a member firm of the London Stock Exchange and holds multiple accreditations, including being an authorised AQSE Corporate Adviser, a listing sponsor for the Euronext Growth and Access Markets in Paris, Brussels and Lisbon, a certified adviser for the Nasdaq First North Growth Market in Stockholm and a US OTC Markets sponsor for international companies. Approval of the Prospectus is an integral part of the Company's recapitalisation plans and strategy to have its securities resume trading on the London Stock Exchange.

Annual General Meeting Results

The Company's Annual General Meeting was held on 13 July 2025.

Company directors, Jason Brewer, Simon Grant-Rennick, Kevin Warrington attended in London, with directors Martin Westerman, Noreen Kidunduhu, Hannah Wang'ombe and Edward Ruheni participating online.

The Annual General Meeting was also attended by a number of shareholders, including authorised representatives for shareholders and debt providers from Germany. Several questions were raised by those in attendance and all were answered and addressed in detail and to their full satisfaction. 

The results of the Annual General Meeting were lodged on 14 July 2025.

Convertible Note Funding

In July 2025, the Company secured interim funding of US$1,000,000 through a convertible loan facility.

The Company has to date drawn US$500,000 of the facility and the balance is scheduled to be drawn in the current quarter to meet creditor payments due in Kenya and to fund costs associated with completion of the Company's Prospectus in the United Kingdom.

Change of Name to Imara Gold Plc

The Company's advisors in the United Kingdom are progressing all administrative matters to allow the change of name to Imara Gold Plc to be completed in the current quarter.

East African Gold Strategy

The Company remains committed to delivering on its strategy of positioning it as one of the leading gold-focused mining and exploration companies in East Africa.

Over the past five months, the Company's Board and executive management have been working with key stakeholders in Kenya to ensure it is able to successfully advance its strategy there, given the failings in the past 24 months. This work is ongoing.

In Tanzania, the Company continues to review its focus and key partnerships there. Most recently the Company entered into an exclusivity agreement with Tanzanian mining and exploration company, Pumba Resources Limited in respect of its portfolio of gold prospecting licence applications located in the Geita and Singida Regions in Tanzania. Further potential acquisitions are currently being progressed.

The Company has also advised that it is looking to further broaden its East African interests and is currently incorporating a new wholly owned subsidiary in Uganda, through which it will be looking to secure majority interests in a number of advanced and near-term gold mining opportunities in the country.

Further updates on potential new gold project acquisitions will be made in the current quarter.

Shareholder Communications

The Company is aware of communications being made to shareholders by parties purporting to be authorised to represent the Company.

The Company cautions shareholders to only refer to official communications made by the Company and its Board of Directors through RNSs released through the regulated platform.

Any shareholder enquiries should only be made to those authorised by the Company and as set out below.

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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 company with a clear strategy to grow gold production and gold resources both organically and through strategic acquisitions and partnerships in Kenya, Tanzania, Uganda, Eritrea and Burundi.

Headquartered in Nairobi, Kenya, Caracal 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.