REG - Caracal Gold PLC - Interim results 31 December 2023
04/11/2024 12:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241104:nRSD8442Ka&default-theme=true
RNS Number : 8442K Caracal Gold PLC 04 November 2024
4 November 2024
Caracal Gold PLC
('Caracal' or the 'Company')
Interim results - 31 December 2023
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 2023 ("the
period"). These results can also be found on the Company's website.
Simon Grant-Rennick, Chairman, 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
Robbie McCrae robbie@kilimapesa.com (mailto:robbie@kilimapesa.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 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 owns 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.
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.
Operational Review
The interim accounts cover the period of operations from 1 July 2023 to 31
December 2023, which continued to be a challenging period for the Company.
Focus has been on progressing the financing options for the Company whilst
ensuring that financial reporting requirements are being met in order to meet
the requirements for a restoration of the Company's listing.
On 13 July 2023, the Company announced its Mineral Resource Estimate for its
assets in Kenya and Tanzania. This table is shown below.
Summary Measured and Indicated Inferred Total
Tonnes (Mt) Grade (Au g/t) Ounces (k) Tonnes (Mt) Grade (Au g/t) Ounces (k) Tonnes (Mt) Grade (Au g/t) Ounces (k)
KENYA
Kilimapesa Hill 6.92 1.45 318 5.22 1.48 248 12.15 1.5 566
Red Ray 0.88 2.84 80 1.03 1.83 60 1.91 2.28 140
Sub-Total 7.8 1.59 398 6.25 1.53 308 14.06 1.56 706
TANZANIA
Voyager Mentelle 5.9 1.71 322 1.9 1.47 89 7.7 1.65 411
Leeuwin Grange 2.2 1.62 114 2.4 1.75 134 4.6 1.69 248
Sub-Total 8.1 1.67 436 4.3 1.61 223 12.3 1.67 659
GROUP TOTAL 15.9 1.63 834 10.55 1.57 531 26.36 1.61 1365
On 26 October 2023, the Company announced the completion of phase 1 of the
work program for the Mine Plan for the Kilimapesa expansion. This was led by
Minopex Advisory (Pty) Ltd, who were tasked with a review of the geological
model, mineralization model and grade models; as well as producing the Whittle
optimisations, pit designs and a project evaluation.
This Phase 1 mining plan has 2,427,279t of ore mined over the 36-month period
at an average grade of 1.06g/t. 529,756t at an average grade of 1.8g/t are
processed through the Milling/CIL plant with 1,897,524t at an average grade of
0.86g/t processed by the Heap Leach plant. The plan assumes a 75% recovery by
the Milling/CIL plant for 23,002oz recovered and a 50% recovery through the
Heap Leach plant for a total of 26,153oz recovered. Combined Milling/CIL and
Heap Leach production over the 36 months is 49,155oz.
The current capital cost to complete the Kilimapesa expansion project is
approximately US $10.5m based on the results from the Phase 1 work. A
reduction in the capital is expected and this plan will now be costed and an
updated capital cost for the expansion project will be calculated and
announced at a later date.
Board Appointments and Changes
On 19 July 2023, the Company announced the resignation of the Non-Executive
Director, Rachel Johnston. There were no other Board changes during the period
covered by these interim statements.
Outlook
The Company was pleased to announce two significant developments on the 28
October 2024. The receipt of the mining license for the Kanegele project
in Tanzania and the finalization of payment terms with Tyacks Gold
Limited's vendors. This, alongside the announcement of 21 June 2024, which
set out the details in the conditional funding secured from a strategic
investor (the "Cynergy Transaction") and the Mine Plan mentioned above,
highlight that the Company are making significant progress and expect to now
have the essential funding for the Kilimapesa expansion.
Interim Financial Review for the Period 1 July 2023 to 31 December 2023
For the interim period from 1 July 2023 to 31 December 2023, the financial
performance was marked by a reduction in revenue due to the temporary
cessation of production and a smaller workforce. This in turn led to a
decrease in administrative expenses from £1.9m to £1.2m.
Finance costs rose substantially from £0.3m to £0.9m due to increased
interest expenses. The rise in these costs is largely driven by the addition
of new financing facilities to support working capital and operational needs
of the Group.
As of 31 December 2023, the balance sheet reflects an increased net liability
position from £7.3m to £9.9m compared to the end of June 2023. This increase
is primarily due to the new financing obtained within the period, contributing
additional liabilities.
The cash outflow from operations remained comparable to the prior interim
period, totalling approximately £1 million.
The proceeds from loan notes in this period amounted to £1.1m, a decrease
from the £2m received in the prior interim period. Additionally, new equity
from shareholders brought in £0.2 million.
In summary, the temporary 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 as well as advancing the Kanegele project in Tanzania.
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 2023.
Despite the net liability position as of 31 December 2023, 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 2023.
Related- party transactions
On 13 July 2023, the Company announced that certain investors which took
place in the subscription were introduced by Mr. Stefan Muller who is a
Non-Executive Director of the Company. Mr. Muller's company Deutsche
Gesellschaft für Wertpapieranalyse GmbH ("DGWA") was paid a commission of
5% of the gross proceeds of the amount introduced by DGWA (the "Commission").
DGWA has opted to take this commission in shares at the Subscription Price,
totalling 3,350,000 ordinary shares (the "Commission Shares").
DGWA was also be paid a commission of 6% on the US $1m the Company received
from Orca Capital GmbH via the issue or secured convertible loan notes
announced on 16(th) February 2023.
On 29 September 2023, the Company signed a short-term loan from the Director
Robbie McCrae for £33,000 ($40,000) with an annual interest rate of 10%,
repayable on 31 December 2025.
On 13 November 2023, the Company signed a short-term loan from the Director
Robbie McCrae for $150,000 with an annual interest rate of 10% per annum above
the Bank of England's Base Rate, repayable on 31 December 2025.
On 1 October 2024, the Company announced it had entered into a further Loan
Agreement with Robbie McCrae, the CEO of Caracal. The principal amount of the
loan is US$100,000. The final repayment date will be 31 December 2024,
accruing interest at 10% per annum above the Bank of England's Bank Rate.
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:
Simon Grant-Rennick
Executive Chairman
4 November 2024
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note 6 months ended 12 months ended
31 December 31 December
2023 2022
£'000 £'000
(unaudited) (unaudited)
Continuing operations
Revenue 646 2,380
Cost of sales (1,222) (3,306)
Gross loss (576) (926)
Administrative expenses (1,238) (1,905)
Operating loss before finance costs (1,814) (2,831)
Finance costs (876) (269)
Other income 13 4
Foreign exchange loss 30 (617)
Loss before taxation (2,647) (3,713)
Taxation - -
Loss for the period (2,647) (3,713)
Other comprehensive income - items that may be reclassified subsequently to
profit and loss account
Translation of foreign operations 142 433
Total other comprehensive loss 142 433
Total comprehensive loss for the period attributable to the owners of the (2,505) (3,280)
Parent Company
Loss per share - basic and diluted (pence) (0.12p) (0.20p)
5
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
31 December 30 June
2023 2023
£'000 £'000
(unaudited) (audited)
Non-Current Assets
Intangible assets 6 2,904 3,074
Property, plant and equipment 7 4,270 4,974
Total Non-Current Assets 7,174 8,048
Current assets
Inventories 8 318 466
Trade and other receivables 9 268 588
Cash and cash equivalents 73 63
Total Current Assets 659 1,117
Total Assets 7,833 9,165
Equity and Liabilities
Share capital 12 2,163 2,129
Share premium 12 14,962 14,893
Translation reserve (995) (937)
Reverse acquisition reserve 6,481 6,481
Share-based payment reserve 619 619
Retained earnings (33,084) (30,437)
Total Equity (9,854) (7,252)
Non-Current Liabilities
Deferred tax liability 552 552
Provisions and contingent liabilities 591 750
Loans and borrowings - interest bearing 11 660 741
Total Non-Current Liabilities 1,803 2,043
Current Liabilities
Trade and other payables 10 7,461 7,609
Loans and borrowings - interest bearing 11 8,423 6,765
Total Current Liabilities 15,883 14,374
Total Liabilities 17,687 16,417
Total Equity and Liabilities 7,833 9,165
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 2022 (audited) - Restated 1,879 14,306 148 6,481 444 (25,302) (2,044)
Loss for the Period - - - - - (3,713) (3,713)
Other comprehensive income - - - - 433 - 433
Total comprehensive loss for the period - - - - 433 (3,713) (3,280)
Cost of share issues in prior period - (60) - - - - (60)
Total transactions with owners - (60) - - - - (60)
Balance at 31 December 2022 (unaudited) - Restated 1,879 14,246 148 6,481 877 (29,015) (5,384)
Loss for the Period - - - - - (1,506) (1,506)
Other comprehensive income - - - - (1,814) - (1,814)
Total comprehensive loss for the period - - - - (1,814) (1,506) (3,320)
Issue of shares 250 667 - - - - 917
Cost of shares issued - (20) - - - - (20)
Share-based payment - - 555 - - - 555
Expired warrants - - (84) - - 84 -
Total transactions with owners 250 647 471 - - 84 1,452
Balance at 30 June 2023 (audited) 2,129 14,893 619 6,481 (937) (30,437) (7,252)
Loss for the Period - - - - - (2,647) (2,647)
Other comprehensive income - - - - (58) - (58)
Total comprehensive loss for the period - - - - (58) (2,647) (2,505)
Issue of shares 34 69 - - - - 103
Total transactions with owners 34 69 - - - - 103
Balance at 31 December 2023 (unaudited) 2,163 14,962 619 6,481 (995) (33,084) (9,854)
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
6 months ended 6 months ended
31 December 31 December
2023 2022
£'000 £'000
(unaudited) (unaudited)
Cash flows from operating activities
Operating loss - continuing operations (2,647) (3,713)
Adjustments for:
Depreciation 240 258
Other income (13) -
Finance costs 876 269
Share-based payment 10 -
Foreign exchange movement 64 433
Operating cash flow before working capital movements (1,470) (2,753)
Decrease in trade and other receivables 320 326
(Increase)/decrease in trade and other payables (150) 1,475
Decrease/(increase) in inventories 148 (61)
Net cash flows from operating activities (1,152) (1,013)
Net cash flows from investing activities
Payments for intangibles assets - (343)
Expenditure of exploration, development and production assets (36) (592)
Net cash flows from investing activities (36) (935)
Net cash flows from financing activities
Proceeds from loan notes 1,054 2,000
Payment of lease liabilities (48) (69)
Interest paid (52) -
Proceeds from issue of share capital 244 -
Cost of share issues - (60)
Net cash flows from financing activities 1,198 1,870
Net increase/(decrease) in cash and cash equivalents 10 (78)
Cash and cash equivalents at the beginning of the period 63 80
Cash and cash equivalents at the end of the period 73 2
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 4 November 2024.
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 2023 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 2023, 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 2023. The statement of comprehensive income and
cashflow comparative periods are for the period from 1 July to 31 December
2022 and the balance sheet is for the period ended 30 June 2023. The
comparatives in the statement of comprehensive income for 31 December 2022
have not been restated for the prior year adjustment, in relation to the error
in identification of Right of Use Assets, as the effect to this statement is
not considered material.
No taxation charge has arisen for the period and the Directors have not
declared an interim dividend.
Copies 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 2023. 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
2023.
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 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)
Interim period ending 31 December 2022 United Kingdom £'000 Kenya Tanzania
£'000 £'000 £'000
Revenue - 2,380 - 2,380
Cost of sales - (3,306) - (3,306)
Gross Profit - (926) - (926)
Operating expenses (889) (955) (61) (1,905)
Operating Loss (889) (1,881) (61) (2,831)
Other income - 4 - 4
Finance and similar charges (238) (32) - (269)
Foreign exchange - (615) (2) (617)
Loss before and after tax (1,127) (2,524) (63) (3,713)
Net Assets
Assets: 1,581 6,156 2,397 10,134
Liabilities (12,223) (2,749) (564) (15,537)
Net assets / (liabilities) 1,637 3,407 1,832 (5,402)
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 2022
31 December £'000
2023 (unaudited)
£'000
(unaudited)
Loss for the period (2,647) (3,713)
Weighted average number of shares in issue 2,142,453,718 1,878,978,592
Basic and Diluted earnings per share (0.12p) (0.20p)
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 2023 3,074
Foreign exchange movement (170)
Balance as at 31 December 2023 2,904
7. Property, Plant and Equipment
Land Land Leased Buildings Mining Assets Plant and Equipment Field Vehicles (Leased) Production Vehicles Office Equipment and Other Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
Balance as at 30 June 2023 (audited) 197 675 125 2,403 3,478 118 644 171 7,811
Acquisitions - - - - 17 - - 19 36
FX effect (21) (72) (13) (258) (340) (13) (70) (20) (807)
Balance as at 31 December 2023 176 603 112 2,145 3,155 105 574 170 7,040
(unaudited)
Accumulated Depreciation
Balance as at 30 June 2023 (audited) - 230 43 179 1,971 24 362 28 2,837
Depreciation charge - 2 3 3 162 19 40 11 240
FX effect - (25) (2) (20) (215) (3) (42) - (307)
Balance as at 31 December 2023 - 207 44 162 1,918 40 360 39 2,770
(unaudited)
Carrying value
Balance as at 30 June 2022 (audited) 197 445 82 2,224 1,507 94 282 143 4,974
Balance as at 31 December 2022 176 396 68 1,983 1,237 65 214 131 4,270
(unaudited)
8. Inventories
31 December 2023 30 June 2023
£'000 £'000
(unaudited) (audited)
Consumable stores 75 85
Raw materials and broken ore 243 334
Precious metal on hand and in process - 47
318 466
9. Trade and other receivables
31 December 2023 30 June 2023
£'000 £'000
(unaudited) (audited)
Trade debtors 11 -
VAT receivables 177 384
Other receivables and prepayments 80 204
268 588
10. Trade and other payables
31 December 2023 30 June 2023
£'000 £'000
(unaudited) (audited)
Trade creditors 2,908 3,145
Other payables and accruals 2,518 2,429
Amounts due to related parties 535 535
Deferred consideration 1,500 1,500
7,461 7,609
Amounts due to related parties of £535,000 (30 June 2023 £535,000) 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. Further details can be found in the financial
statements dated 30 June 2023.
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 2023 30 June 2023
£'000 £'000
(unaudited) (audited)
£'000 £'000
Non-current liabilities
Bank borrowings 181 241
Finance leases 479 500
660 741
Current liabilities
Bank borrowings 107 188
Finance leases 31 44
Loan notes 8,285 6,533
8,423 6,765
On 6 November 2023, the Company entered into a US$1,400,000 Financing
Agreement with Koening Vermoegensverwal Tungsgesellschaft. The Company shall
make monthly payments and each monthly payment shall be calculated as the
higher of US$50,000 and 50% of free cash flow of the Company. The total
repayment has been agreed as follows: (i) $1,750,000 if settled on or before
30 June 2024; (ii) $2,100,000 if settled on or before 31 December 2024; (iii)
$2,450,000 if settled on or before 30 June 2025; and (iv) $2,800,000 if
settled on or before 31 December 2025.
As at the date of these statements no monthly repayments have been made.
In addition, on 29 September 2023 and 13 November 2023, the Company signed
short term loans with the Director Robbie McCrae for £33,000 ($40,000) and
£124,000 ($150,000), respectively. Both loans carry an annual interest rate
of 10% above the Bank of England's Bank Rate and are repayable on 31
December 2025.
12. Share capital and premium
Ordinary Shares Share Capital Share Premium Total
(number) £'000 £'000
£'000
As at 30 June 2022 1,878,978,592 1,879 14,306 16,185
(2)
Issue of shares for Tyacks settlement 133,333,334 133 433 567
Issue of shares at placing price of £0.003 on 21 June 2023
117,000,000 117 234 351
Cost of share issue - - (80) (80)
As at 30 June 2023 2,129,311,924 2,129 14,893 17,023
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 14,692 17,125
13. Post balance sheet events
On 19 January 2024 the Company entered into a loan agreement
for US$250,000 (the "Loan") with CSS Alpha Global Pte Ltd (the "Lender")
on the following principal terms:
· The term of the Loan is 12 months.
· The Loan carries interest of 3% per month.
· There will be a three-month grace period and thereafter the Loan
will be repaid in nine equal instalments. The Company is renegotiating the
principle terms.
· The Loan is secured by a debenture against Caracal Gold Plc in
favour of the Lender.
· The Loan is also secured by a personal guarantee from the
Company's CEO for 50% of the principal amount. Mr. McCrae will receive a
payment from the Company amounting to 10% of the amount secured by his
personal guarantee.
The personal guarantee given by Robbie McCrae including the associated
payment he shall receive in compensation is a related party transaction. The
Board of Directors of the Company which were not involved in the related party
transaction considered the terms of the transaction fair and reasonable in so
far as the shareholders are concerned. In addition, as part of the transaction
the parent company of the Lender shall receive 13,000,000 new Ordinary Shares
of £0.001 in the Company ("Fee Shares"). The admission of the Fee Shares to
trading is conditional upon approval of a prospectus by the Financial Conduct
Authority.
On 23 January 2024, the Company issued 46,666,667 new Ordinary Shares of
£0.001 each at a price of £0.003 per Ordinary Share (fund raise of
£140,000). The subscribers were also issued a total of 46,666,667 investor
warrants based on a one for one basis, with an exercise price of £0.0042 and
expiry date of 23 January 2026.
On 26 March 2024, the Company issued 260,000,000 new Ordinary Shares of
£0.001 each at a price of £0.003 per Ordinary Share (fund raise of
£780,000). The subscribers were also issued a total of 46,666,667 investor
warrants based on a one for one basis, with an exercise price of £0.0042 and
expiry date of three years from Admission of these shares to trading on the
LSE.
On 21 June 2024, the Company announced the signing of a Heads of Terms to fund
the Kilimapesa project from a strategic investor. This is a three phased
investment made by Cynergy Global Ltd ("Cynergy"), a Mauritius based
investment group. The investment is as follows:
- Phase 1: US$1m payable in two tranches of US$500,000 in exchange for
25% of Caracal Holdings Ltd ("CHL").
- Phase 2: US$5m (US$2m in equity and US$3m in debt) in exchange for
an additional 10% of CHL.
- Phase 3: In the event of the Company undertaking a fundraise,
Cynergy shall have the option to subscribe for up to 29.9% of the issued share
capital of the Company.
The first tranche of US$500,000 was received on 1 July 2024 and the second
tranche will be made available post the completion of the interim financial
statements.
On 1 October 2024, the Company announced that it had entered into a US$500,000
Financing Agreement with Koenig Vermoegensverwal MBH. The Company will repay
the principal and accrued interest amounting to US$1m on 31 December 2024.
In addition, the Company has entered into a further Loan Agreement
with Robbie McCrae, the CEO of Caracal. The principal amount of the loan
is US$100,000. The final repayment date will be 31 December 2024, accruing
interest at 10% per annum above the Bank of England's Bank Rate.
The Directors
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR UPGPGGUPCGPCRecent news on Caracal Gold
See all newsREG - Caracal Gold PLC - Annual Report and Accounts 2024
AnnouncementREG - Caracal Gold PLC - 2024 Annual Accounts - Caracal Holdings Limited
AnnouncementREG - Caracal Gold PLC - Board Committee Appointments
AnnouncementREG - Caracal Gold PLC - Interim Accounts - Kilimapesa Gold Limited
AnnouncementREG - Caracal Gold PLC - Further Strengthening of Board of Directors
Announcement