Caracal Gold Regulatory News (GCAT)

13th July, 2023

Caracal Gold plc

('Caracal' or the 'Company')

Financing and Group Reserves and Resources Update

Caracal Gold PLC, the expanding East African gold producer with over 1,300,000oz JORC compliant gold resources makes the following updates.

1. Financing:

1.1. Fund Raise of GBP 351,000:

The Company is pleased to announce that it has raised GBP 351,000 before expenses though a subscription (the "Subscription") of 117,000,000 ordinary shares (the "Subscription Shares") by high-net-worth individuals (the "HNWI") at a price of GBP 0.003 per ordinary share (the "Subscription Price").

The HNWI who participated in the Subscription will be granted a warrant ("Investor Warrants"). The Investor Warrants carry an exercise price of 0.6 pence per ordinary share and are valid until December 31st 2024. Investor Warrants issued on a 1 for 2 basis over an aggregate of 58,500,000 ordinary shares have been granted in relation to the Subscription.

The proceeds of the Subscription shall be used to fund the transactional costs for the Kilimapesa expansion funding currently being finalised.

1.2. Related Party Transaction:

Certain Investors which took place in the subscription were introduced by Mr. Stefan Muller who is a Non-Executive Director of the Company. Mr. Muller's company Deutsche Gesellschaft für Wertpapieranalyse GmbH ("DGWA") will be paid a commission of 5% of the gross proceeds of the amount introduced by DGWA (the "Commission"). DGWA has opted to take this commission in shares at the Subscription Price, totaling 3,350,000 ordinary shares (the "Commission Shares"). The Board of Directors of the Company which were not involved in the Subscription considered the terms of the Commission fair and reasonable in so far as the shareholders are concerned.

DGWA will also be paid a commission of 6% on the US $1m the Company received from Orca Capital GmbH via the issue or secured convertible loan notes announced on 16th February 2023. The Board of Directors of the Company which were not involved considered the terms fair and reasonable in so far as the shareholders are concerned.

2. Group Reserves and Resources Statement:

The Company wishes to announce its Mineral Resource Estimate for its assets in Kenya and Tanzania.

Over the last 18 months the Company has assembled a portfolio of projects which host over 1.3moz of JORC compliant gold resources. With the work completed on exploration during this 18-month period the Company is confident that once exploration drilling recommences it can significantly increase the resources in its project areas.

3. Status of the Subscription Shares and Commission Shares:

It should be noted that the Subscription Shares and Commission Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. On 15 May 2023, the Company announced that it had submitted a draft prospectus to the Financial Conduct Authority for approval. The Company continues to work with its advisers to seek approval of the prospectus by the Financial Conduct Authority. It is intended that the Subscription Shares and Commission Shares will be admitted to trading on the Standard Segment of the Main Market of the London Stock Exchange ("Admission") conditional only on the publication of the Company's prospectus to the Financial Conduct Authority. Further details of Admission will be included in the Company's prospectus when it is published.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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

Qualified Person:

Mr. Franck Bizouerne, P.Geo., Group Mineral Resource Manager of Caracal Gold PLC, is the Company's Competent Person under JORC Code "Standards of Disclosure for Mineral Projects" and has reviewed and assumes responsibility for the scientific and technical content in this press release.

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 is undertaking a targeted exploration programme at 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.

Glossary of Technical Terms:

"Au" - chemical symbol for gold

"cut off grade" - (COG) the lowest grade value that is included in a resource statement. It must comply with JORC requirement 19: "reasonable prospects for eventual economic extraction" the lowest grade, or quality, of mineralised material that qualifies as economically mineable and available in a given deposit. It may be defined on the basis of economic evaluation, or on physical or chemical attributes that define an acceptable product specification

"g/t" - grammes per tonne, equivalent to parts per million

"Inferred Resource" - that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability

"Indicated Resource" - that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed

"JORC" - The Australasian Joint Ore Reserves Committee Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 (the "JORC Code" or "the Code"). The Code sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves

"koz" - thousand troy ounces of gold

"Measured Resource" - that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity

"Mineral Resource" - a concentration or occurrence of material of intrinsic economic interest in or on the Earth's crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories when reporting under JORC

"Mt" - million tonnes

"oz" - troy ounce (= 31.103477 grammes)

"Reserve" - the economically mineable part of a Measured and/or Indicated Mineral Resource

"t" - tonne (= 1 million grammes)