GCAT Caracal Gold Plc

Caracal Gold Plc

('Caracal' or the 'Company')

Subscription to raise £780,000

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

Subscription:

The Company has raised £780,000 by way of a Subscription ("Subscription"), through the issue of 260,000,000 new Ordinary Shares of £0.001 in the Company ("Subscription Shares") at a price of £0.003 per Subscription Share.

The funds of the subscription will be paid in five equal instalments of £156,000 and the Company will issue 260,000,000 new Ordinary Shares upon completion of the final instalment.

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 by the Company and its subsidiaries.

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. To finalize the prospectus will require the publication of the audited accounts of the Company for the year ended 30 June 2023 and the unaudited interim results for the six months ended 31 December 2023.  Good progress is being made on the audit which, when complete, will enable the Company to finalize the interim results.

Related Party Transaction:

The investor was 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 6% of the gross proceeds of the Subscription (the "Commission"). 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.

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 2,483,245,258.

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.

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:

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.