Caracal Gold Regulatory News (GCAT)

Caracal Gold Plc

('Caracal' or the 'Company')

Funding Update

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

Subscription

The Company has raised £440,000 by way of a Subscription ("Subscription"), through the issue of 146,666,666 new Ordinary Shares of £0.001 in the Company ("Subscription Shares") at a price of £0.003 per Subscription Share.

The subscribers from the Subscription will be issued with one warrant ("Warrants") for every new Subscription Share subscribed for, with an exercise price of £0.0042 per Warrant. The Warrants will expire in three years from Admission of the Subscription Shares to trading.

The funds will be used for working capital at the Company's Kilimapesa Gold Mine and for various corporate costs including annual audit, prospectus costs and funding related costs.

The admission of the Subscription Shares to trading is conditional upon approval of a prospectus by the Financial Conduct Authority ("FCA"). Caracal continues to progress the prospectus through the FCA and to work on its audited accounts of the Company for the year ended 30 June 2024.

Loan Funding

In addition, the Company has entered into a Loan Agreement with each of Robbie McCrae, the CEO of Caracal and Mr. Stefan Muller who is a Non-Executive Director of Caracal (the "Director Loan").

The principal amount of the loan is US$200,000, being US$100,000 from Robbie McCrae and US$100,000 from Mr. Stefan Muller. The final repayment date will be 31 December 2026, accruing interest at 10% per annum above the Bank of England's Bank Rate.

Related Party Transaction

The Director Loan constitutes a Related Party Transaction. The Board of Directors of the Company which were not involved in the transaction considered the terms of the Director Loan fair and reasonable in so far as the shareholders are concerned.

Status of the Subscription Shares and Total Voting Rights

The Subscription 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.

Following issuance of the Subscription Shares the total number of ordinary shares with voting rights in issue in the Company will be 2,629,911,924.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Caracal Holdings

On 1 July 2024 and 15 August 2024, the Company announced that Cynergy Global Ltd ("Cynergy") would receive 25% of Caracal Holdings Ltd ("Caracal Holdings"), the Company's wholly owned subsidiary, conditional upon receipt of a second tranche of a funding arrangement announced on 21 June 2024, amounting USD $500,000. This statement was incorrect. Cynergy Global Ltd received shares amounting to 25% of the voting rights in Caracal Holdings Ltd on 28 June 2024. Given Cynergy's nonpayment, the Company is taking legal advice on its options to recover the shares in Caracal Holdings.

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: