REG - Caracal Gold PLC - Corporate Update

Caracal GoldAnnouncement

Mon 15:00

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RNS Number : 5072X  Caracal Gold PLC  01 September 2025

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.

 

* * ENDS * *

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

 Caracal Gold plc

 Jason Brewer                                       jason@gathonimuchaiinvestments.com

 Shareholder Enquiries                              info@gathonimuchaiinvestments.com

 Bowsprit Partners Limited (Financial Adviser)      +44 (0) 203 833 4430

 

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.

 

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