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RNS Number : 8136O Caracal Gold PLC 27 June 2025
Caracal Gold PLC
('Caracal' or the 'Company')
Caracal Gold PLC ("the Company"), the East African gold producer with over
1.3 million oz of JORC-compliant gold resource, is pleased to announce its
unaudited interim results for the six months ended 31 Dec 2024 ("the
period"). These results can also be found on the Company's website.
Jason Brewer, CEO, commented: "The completion of the interims indicates that
the Company is one step nearer to being able to lift the Company's suspension
and progress the prospectus in line with our announcement of 19 September.
I would like to thank our shareholders for their continued patience."
* * ENDS * *
For further information visit www.caracalgold.com
(http://www.caracalgold.com/) or contact the following:
Caracal Gold plc
Jason Brewer jason@gathonimuchaiinvestments.com
Simon Grant-Rennick simon@caracalgold.com (mailto:simon@caracalgold.com)
DGWA, the German Institute for Asset and info@dgwa.org (mailto:info@dgwa.org)
Equity Allocation and Valuation
European Investor and Corporate Relations Advisor
Katharina Löckinger
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 strategically 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 has entered into an agreement to acquire
100% of Tyacks Gold Ltd which owns 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.
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.
-----------------------
Operational Review
The interims cover the period of operations from 1 July 2024 to 31 December
2024, which continued to be a challenging period for the Group. Focus has
been on progressing the financing options for the Group whilst ensuring that
financial reporting requirements are being met in order to meet the
requirements to request a restoration of the Company's listing.
Board Appointments and Changes
Although no Board changes were made during the interim period, subsequent to
the period end, on 31 March 2025, the Company announced the resignation of the
Director, Robbie McCrae and the appointment of Jason Brewer. On 23 April 2025,
the Company appointed Ms Noreen Kidunduhu as its new Independent Non-Executive
Chair and Mr Kevin Warrington, Mr Martin Westerman, Ms Hannah Wang'ombe, and
Mr Edward Ruheni, each as Independent Non-Executive Directors. Mr Simon
Grant-Rennick also stepped aside as Executive Chairman to assume a
non-executive director's role within the Company.
Interim Financial Review for the Period 1 July 2024 to 31 December 2024
For the interim period from 1 July 2024 to 31 December 2024, the financial
performance was marked by a reduction in revenue to £nil, due to the
cessation of production. This in turn led to a decrease in the size of
operations, including a smaller workforce, leading to a decrease in gross loss
to £244,000 (2023 1H: loss of £576,000). Administrative expenses also fell
over the same period from £1,238,000 to £1,197,000.
Finance costs rose substantially from £876,000 to £1,258,000 due to
increased interest expenses. The rise in these costs is largely driven by the
addition of new financing facilities to support the working capital and
operational needs of the Group.
As of 31 December 2024, the balance sheet reflects an increased net liability
position from £11,975,000 to £15,189,000 compared to the end of June 2024.
This increase is primarily due to the new financing obtained within the period
as well as finance costs.
The cash outflow from operations fell from £1,152,000 to £1,019,000 compared
to the prior interim period, due to this reduction in operations and
restricted cashflow which was unable to meet working capital requirements.
The proceeds from loans in this period amounted to £786,000, a decrease from
the £1,054,000 received in the prior interim period. No new equity was
brought in from shareholders in the period (2023 1H: £244,000).
In summary, the cessation of production, the increased finance costs and
additional financing have continued to place pressure on the Group's net
liability position. However, management is focused on navigating these
challenges with a continued emphasis on producing the required financial
reports to lift its suspension, raise new finance and commence the Kilimapesa
expansion mine plan.
Principal Risks
The principal risks and uncertainties for the remaining six months of the
financial year remain the same as those contained within the annual report and
accounts as at 30 June 2024.
Despite the net liability position as of 31 December 2024, the directors are
confident in the Group's ability to generate future income and its access to
financing to do this. They also have reviewed the carrying value of the
Group's assets and do not consider there to be any further impairment in their
value since 30 June 2024.
Related- party transactions
On 10 February 2025, the Company announced that it had entered into a Loan
Agreement with each of Robbie McCrae (up to US $100,000), the departing CEO of
Caracal and Mr. Stefan Muller (up to US $100,000) who is a Non-Executive
Director of Caracal (the "Director Loan").
The final repayment date of any loans drawndown will be 31 December 2026,
accruing interest at 10% per annum above the Bank of England's Bank Rate. 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.
Post-balance sheet events
The post balance sheet events are set out in note 13 to these interim
financial statements.
Statement of directors' responsibilities
The directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and
any material changes in the related-party transactions described in the last
annual report.
By order of the board
The interim report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Jason Brewer
Executive Director
27 June 2025
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note 6 months ended 6 months ended
31 December 31 December
2024 2023
£'000 £'000
(unaudited) (unaudited)
Continuing operations
Revenue - 646
Cost of sales (244) (1,222)
Gross loss (244) (576)
Administrative expenses (1,197) (1,238)
Operating loss before finance costs (1,441) (1,814)
Finance costs (1,258) (876)
Other income - 13
Foreign exchange loss (19) 30
Loss before taxation (2,718) (2,647)
Taxation - -
Loss for the period (2,718) (2,647)
Other comprehensive income - items that may be reclassified subsequently to
profit and loss account
Translation of foreign operations (496) 58
Total other comprehensive loss (496) 58
Total comprehensive loss for the period attributable to the owners of the (3,214) (2,705)
Parent Company
Loss per share - basic and diluted (pence) (0.11p) (0.13p)
5
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
31 December 30 June
2024 2024
£'000 £'000
(unaudited) (audited)
Non-Current Assets
Intangible assets 6 3,019 3,019
Property, plant and equipment 7 3,890 4,135
Total Non-Current Assets 6,909 7,154
Current assets
Inventories 8 241 246
Trade and other receivables 9 741 709
Cash and cash equivalents 5 238
Total Current Assets 987 1,193
Total Assets 7,896 8,437
Equity and Liabilities
Share capital 12 2,483 2,483
Share premium 12 15,515 15,515
Translation reserve (971) (475)
Reverse acquisition reserve 6,481 6,481
Share-based payment reserve 619 619
Retained earnings (39,316) (36,598)
Total Equity (15,189) (11,975)
Non-Current Liabilities
Deferred tax liability 552 552
Provisions and contingent liabilities 559 559
Loans and borrowings - interest bearing 11 165 165
Total Non-Current Liabilities 1,276 1,276
Current Liabilities
Trade and other payables 10 10,308 9,589
Loans and borrowings - interest bearing 11 11,501 9,457
Total Current Liabilities 21,809 19,046
Total Liabilities 23,085 20,322
Total Equity and Liabilities 7,896 8,437
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Share-based payment reserve Reverse acquisition reserve Foreign currency reserve Retained earnings Total
£'000 £'000
£'000
£'000 £'000 £'000
£'000
Balance at 30 June 2023 (restated) (audited) 2,129 14,893 619 6,481 (952) (30,323) (7,153)
Loss for the Period - - - - - (2,647) (2,647)
Other comprehensive income - - - - (58) - (58)
Total comprehensive loss for the period - - - - (58) (2,647) (2,705)
Issue of shares 34 69 - - - - 103
Total transactions with owners 34 69 - - - - 103
Balance at 31 December 2023 (restated) (unaudited) 2,163 14,962 619 6,481 (1,010) (32,970) (9,755)
Loss for the Period - - - - - (3,628) (3,628)
Other comprehensive income - - - - 535 - 535
Total comprehensive loss for the period - - - - 535 (3,628) (3,093)
Issue of shares 320 613 - - - - 933
Cost of shares issued - (60) - - - - (60)
Total transactions with owners 320 553 - - - - 873
Balance at 30 June 2024 (audited) 2,483 15,515 619 6,481 (475) (36,598) (11,975)
Loss for the Period - - - - - (2,718) (2,718)
Other comprehensive income - - - - (496) - (496)
Total comprehensive loss for the period - - - - (496) (2,718) (3,214)
Issue of shares - - - - - -
Total transactions with owners - - - - - - -
Balance at 31 December 2024 (unaudited) 2,483 15,515 619 6,481 (971) (39,316) (15,189)
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
6 months ended 6 months ended
31 December 31 December
2024 2023
£'000 £'000
(unaudited) (unaudited)
Cash flows from operating activities
Operating loss - continuing operations (2,718) (2,647)
Adjustments for:
Depreciation 265 240
Other income - (13)
Finance costs 1,258 876
Share-based payment - 10
Foreign exchange movement (516) 64
Operating cash flow before working capital movements (1,711) (1,470)
(Increase)/decrease in trade and other receivables (32) 320
Increase/(decrease) in trade and other payables 719 (150)
Decrease in inventories 5 148
Net cash flows from operating activities (1,019) (1,152)
Net cash flows from investing activities
Expenditure of exploration, development and production assets - (36)
Net cash flows from investing activities - (36)
Net cash flows from financing activities
Proceeds from loans 786 1,054
Payment of lease liabilities - (48)
Interest paid - (52)
Proceeds from issue of share capital - 244
Cost of share issues - -
Net cash flows from financing activities 786 1,198
Net (decrease)/increase in cash and cash equivalents (233) 10
Cash and cash equivalents at the beginning of the period 238 63
Cash and cash equivalents at the end of the period 5 73
1. General Information
Caracal Gold Plc ('the Company' or 'CGP') is a public limited company with
its shares traded in the "Equity Shares - Transition" category of the London
Stock Exchange. This trading is currently suspended due to the delayed filing
of financial information. The address of the registered office is 27-28
Eastcastle Street, London, W1W 8DN. The Company was incorporated and
registered in England and Wales on 19 October 2015 as a private limited
company and re-registered on 24 June 2016 as a public limited company. The
Company's registered number is 09829720.
The principal activity of the Company and its subsidiaries (the "Group") is
the exploration, development and mining of gold in Kenya and Tanzania and the
development of further projects to expand its operations within this industry.
These interim condensed consolidated financial statements were approved for
issue by the Board of directors on 27 June 2025.
The Company's auditors have not reviewed these interim condensed consolidated
financial statements.
2. Basis of preparation
This condensed consolidated interim financial report for the interim period
ended 31 December 2024 has been prepared in accordance with the UK-adopted
International Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority.
This interim financial report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this report
should be read in conjunction with the financial statements for the year ended
30 June 2024, which has been prepared in accordance with both "International
Accounting Standards in conformity with the requirements of the Companies Act
2006" and "International Financial Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union" and any
public announcements made by Caracal Gold Plc during the interim reporting
period.
The interim financial statements present the results for the Group for the 6
months ended 31 December 2024. The statement of comprehensive income and
cashflow comparative periods are for the period from 1 July to 31 December
2023 and the balance sheet is for the period ended 30 June 2024. The
comparatives in the statement of comprehensive income for 31 December 2023
have been restated for the prior year adjustment, in relation to the error in
identification of Right of Use Assets.
No taxation charge has arisen for the period and the Directors have not
declared an interim dividend.
A copy of the interim report can be found on the Company's website at
www.caracalgold.com (http://www.caracalgold.com)
The financial information has been prepared under the historical cost
convention, as modified by the accounting standard for financial instruments
at fair value.
The business is not considered to be seasonal in nature.
The accounting policies applied by the Group in these interim condensed
consolidated financial statements are the same as those applied by the Group
in its audited financial statements for the period ended 30 June 2024. There
were no new or amended accounting standards adopted or introduced that
required the Group to change its accounting policies. The directors also
considered the impact of standards issued but not yet applied by the Group and
do not consider that there will be a material impact of transition on the
financial statements.
Going concern
The interim condensed consolidated financial statements have been prepared on
a going concern basis. The Group's assets are not currently generating
substantial revenues and therefore an operating loss has been reported. An
operating loss is still likely in the 12 months subsequent to the date of
these financial statements. As a result, the Group will need to raise funding
to provide additional working capital within the next 12 months. The ability
of the Group to meet its projected expenditure is dependent on both
operational performance, further equity injections and / or the raising of
cash through bank loans or other debt instruments. These conditions
necessarily indicate that a material uncertainty exists that may cast
significant doubt over the Group's ability to continue as a going concern and
therefore their ability to realise their assets and discharge their
liabilities in the normal course of business. Whilst acknowledging this
material uncertainty, the directors remain confident the project will perform
and they will be able to raise additional finance and therefore, the directors
consider it appropriate to prepare the interim condensed consolidated
financial statements on a going concern basis. The interim condensed
consolidated financial statements do not include the adjustments that would
result if the Group were unable to continue as a going concern.
3. Critical Estimate and Judgements
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results might differ from these estimates.
In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the financial statements of Caracal Gold Plc for the year ended 30 June
2024.
4. Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The directors are of the opinion that the
business of the Group focused on three reportable segments as follows:
· Head office, corporate and administrative, including parent
company activities of raising finance and seeking new investment
opportunities, all based in the UK;
· Gold mining operations, based in Kenya, and
· Gold exploration, based in Tanzania.
The geographical information is the same as the operational segmental
information shown below.
Interim period ending 31 December 2024 United Kingdom £'000 Kenya Tanzania
£'000 £'000 £'000
Revenue - - - -
Cost of sales - (244) - (244)
Gross Profit - (244) - (244)
Operating expenses (637) (510) (50) (1,197)
Operating Loss (637) (754) (50) (1,441)
Finance and similar charges (1,258) - - (1,258)
Foreign exchange (19) - - (19)
Loss before and after tax (1,914) (754) (50) (2,718)
Net Assets
Assets: 271 5,217 2,408 7,896
Liabilities (15,707) (6,664) (714) (23,085)
Net (liabilities)/assets (15,436) (1,447) 1,694 (15,189)
Interim period ending 31 December 2023 United Kingdom £'000 Kenya Tanzania
£'000 £'000 £'000
Revenue - 646 - 646
Cost of sales - (1,222) - (1,222)
Gross Profit - (576) - (576)
Operating expenses (466) (699) (73) (1,238)
Operating Loss (466) (1,275) (73) (1,814)
Other income - 13 - 13
Finance and similar charges (824) (52) - (876)
Foreign exchange 33 - (3) 30
Loss before and after tax (1,257) (1,314) (76) (2,647)
Net Assets
Assets: 342 5,059 2,432 7,833
Liabilities (12,093) (4,896) (698) (17,687)
Net assets/(liabilities) (11,751) 163 1,734 (9,854)
5. Earnings per share (EPS)
Basic and diluted loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period.
6 months ended 6 months ended
31 December 31 December
2024 2023
£'000 £'000
(unaudited) (unaudited)
Loss for the period (2,718) (2,705)
Weighted average number of shares in issue 2,483,245,258 2,142,453,718
Basic and Diluted earnings per share (0.11p) (0.13p)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options, convertible loan notes, deferred share
consideration and warrants could potentially dilute basic earnings per share
in the future but were not included in the calculation of diluted earnings per
share as they are anti-dilutive for the period presented.
6. Intangible assets
Total
£'000
Balance as at 30 June 2024 and 31 December 2024 3,019
7. Property, Plant and Equipment
Land Buildings Mining Assets Plant and Equipment Field Vehicles Production Vehicles Office Equipment and Other Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
Balance as at 30 June 2024 (audited) 215 137 2,365 3,770 129 703 214 7,533
Acquisitions - - - - - - - -
FX effect 1 1 18 24 1 5 1 51
Balance as at 31 December 2024 216 138 2,383 3,794 130 708 215 7,584
(unaudited)
Accumulated Depreciation
Balance as at 30 June 2024 (audited) - 57 201 2,523 70 486 61 3,398
Depreciation charge - 3 - 184 21 45 11 264
FX effect - 1 1 24 1 5 - 32
Balance as at 31 December 2024 - 61 202 2,731 92 536 72 3,694
(unaudited)
Carrying value
Balance as at 30 June 2024 (audited) 215 80 2,164 1,247 59 217 153 4,135
Balance as at 31 December 2024 216 77 2,181 1,063 38 172 143 3,890
(unaudited)
8. Inventories
31 December 2024 30 June 2024
£'000 £'000
(unaudited) (audited)
Consumable stores 69 68
Raw materials and broken ore 172 178
241 246
9. Trade and other receivables
31 December 2024 30 June 2024
£'000 £'000
(unaudited) (audited)
Trade debtors 5 4
VAT receivables 102 111
Other receivables and prepayments 634 594
741 709
10. Trade and other payables
31 December 2024 30 June 2024
£'000 £'000
(unaudited) (audited)
Trade creditors 3,776 3,562
Other payables and accruals 2,640 2,777
Taxes and social security 1,759 1,118
Amounts due to related parties 633 633
Deferred consideration 1,500 1,500
10,308 9,589
Amounts due to related parties of £633,000 (30 June 2024: £633,000) is the
fair value of the amount due in shares to the Directors Robbie McCrae and
Gerard Kisbey-Green, as part of a pledge exercised by Mill End in relation to
their loan facility and a commission due to Robbie McCrae. Further details can
be found in the financial statements dated 30 June 2024.
The deferred consideration of £1.5m is due to Mayflower Capital as part of
the consideration due for the acquisition of KPGL. This is due to be paid in
shares on approval of the Prospectus by the FCA and the subsequent ability and
authority of the Company to issue these shares.
11. Loans and Borrowings - Interest Bearing
31 December 2024 30 June 2024
£'000 £'000
(unaudited) (audited)
£'000 £'000
Non-current liabilities
Bank borrowings 165 165
165 165
Current liabilities
Bank borrowings 86 86
Loan notes 11,415 9,371
11,501 9,457
On 1 October 2024, the Company entered into a US$500,000 Financing Agreement
with Koening Vermoegensverwal Tungsgesellschaft. The Company will pay back
$1,000,000 on 31 December 2025. Details of the other loans can be found in
the report and accounts for the year ended 30 June 2024.
Initial borrowing Amount in accounts including interest due Interest rate per annum Repayment
date
ORCA CLN £ £2,000,000 £2,367,000 8% None*
Koenig CLN £2,000,000 £2,392,000 8% None*
Orca CLN $ $1,000,000 £915,000 8% None*
Deepad Limited $113,000 £175,000 50% Overdue
Mill End Loan $1,423,258 £2,152,000 5% per month Overdue
Koenig Finance $1,400,000 £1,950,000 Per plan 31 December 2025
CCS Alpha $250,000 £270,000 3% per month Overdue
Cynergy Loan $500,000 £398,000 TBA Overdue
Koenig Finance $500,000 £796,000 See above 31 December 2025
£11,415,000
*These CLN's will convert to shares on the approval of the Prospectus
12. Share capital and premium
Ordinary Shares Share Capital Share Premium Total
(number) £'000 £'000
£'000
As at 30 June 2023 2,129,311,924 2,129 14,893 17,022
Issue of shares on 26 July 2023 3,350,000 3 7 10
Issue of shares on 26 September 2023 30,916,667 31 62 93
As at 31 December 2023 2,163,578,591 2,163 14,962 17,125
Issue of shares on 26 July 2023 46,666,667 47 93 140
Issue of shares on 26 September 2023 13,000,000 13 - 13
Issue of shares on 22 March 2024 260,000,000 260 520 780
Cost of shares issues - - (60) (60)
As at 30 June 2024, 31 December 2024 2,483,245,258 2,483 15,515 17,998
13. Post balance sheet events
On 10 February 2025, the Company announced that it had 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.
In addition, the Company announced that it had entered into a Loan Agreement
with each of Robbie McCrae (up to US $100,000), the ex-CEO of Caracal and Mr.
Stefan Muller (up to US $100,000), who is a Non-Executive Director of Caracal
(the "Director Loan").The final repayment date of any loans drawndown will be
31 December 2026, accruing interest at 10% per annum above the Bank of
England's Bank Rate. 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.
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 transaction has been cancelled, the monies received from
Cynergy will be repaid, as such, a creditor of $500,000 has been recognised in
these accounts (see note 11).
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