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REG - Caracal Gold PLC - Half-year Report

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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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