REG - Caracal Gold PLC - US$1 Million Convertible Loan Facility Secured

Caracal GoldAnnouncement

Thu 07:00

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RNS Number : 5038P  Caracal Gold PLC  03 July 2025

Caracal Gold Plc

('Caracal' or the 'Company')

US$1.0 Million Convertible Loan Facility Secured

Caracal Gold Plc, the East African focused gold company is pleased to announce
that it has secured interim funding of US$1,000,000 through a convertible loan
facility ("Loan Facility") from a group of lenders comprising existing
German-based financiers and Gathoni Muchai Investments ("GMI") and its
clients.

GMI is a Kenyan-based investment banking and corporate finance group,
committed to driving sustainable growth across key sectors in Africa that
extend across mining, property, e-waste recycling, agriculture and the
financial technology sectors. Jason Brewer, a director of the Company, is a
director and shareholder of GMI.

Key Terms of the Loan Facility

·      Facility Amount: US$1,000,000

·      Instrument: Unsecured convertible loan

·      Interest Rate: 10% per annum, accrued and payable in full on the
maturity date

·      Term: 12 months from the resumption of trading on the London
Stock Exchange

·      Conversion Rights: Lenders may convert their participation into
new ordinary shares at any time prior to maturity

·      Conversion price is 0.3 pence per share, however in the event of
equity raising below this price prior to maturity, the conversion price will
be adjusted downward accordingly

·      Warrants: The Lenders will also be granted 2-year warrants at
a strike price of 0.4 pence per share on a one for one basis.

Application of Funds

The Loan Facility has been secured to specifically allow payments to be made
to key stakeholders in Kenya and to advance the completion of the Company's
Prospectus in the United Kingdom.

Specifically, this will include:

·      Payments due to the Moyoi Community in Lolgorien at the
Kilimapesa Gold Mine

·      Settlements to landowners in Narok County under existing land
lease agreements associated with the Kilimapesa Gold Mine

·      Salary payments to former Kenyan-based employees at the
Kilimapesa Gold Mine

·      Payments to other agreed local creditors in Kenya

·      Costs related to the completion and lodgement of the Company's
Prospectus with the Financial Conduct Authority in connection with its planned
re-listing on the London Stock Exchange

All expenditures will be approved in accordance with the Company's existing
financial procedures and policies.

Related Party Transaction

GMI is a major lender under the Loan Facility and this constitutes a Related
Party Transaction. The Board of Directors of the Company, whom are independent
of GMI and were not involved in the transaction considered the terms of the
Loan Facility and GMI's participation in it to be fair and reasonable in so
far as the shareholders are concerned.

Kevin Warrington, Independent Non-Executive Director, said:

"This interim funding marks a critical milestone in Caracal's strategy to
deliver on our commitments to the community at the Kilimapesa Gold Mine and
our key stakeholders in Kenya.

"We are grateful for the continued support from our strategic funding partners
and also to Gathoni Muchai Investments, who have demonstrated their backing to
the current Board and executive management and to the Company's gold mine
development plans in East Africa, its recapitalisation strategy and aim to
have its securities resume trading on the London Stock Exchange."

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed
in accordance with the Company's obligations under Article 17 of MAR.

 

* * ENDS * *

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

 Caracal Gold plc

 Jason Brewer            jason@gathonimuchaiinvestments.com

 Shareholder Enquiries   info@gathonimuchaiinvestments.com

 

Notes:

Caracal Gold plc is an expanding East African focused gold company with a
clear strategy to grow production and resources both organically and through
strategic acquisitions. Its immediate aim is to recommence and rapidly
increase production to +50,000ozs p.a. and build a JORC compliant resource
base of +3Moz. The Company is progressing a well-defined mine optimisation
strategy at its 100% owned Kilimapesa Gold Mine in Kenya, where there is
significant mid-term expansion potential and the ability to increase gold
production to 24,000oz p.a. and the resource to +2Moz (current JORC compliant
resources of approx. 706,000oz). Alongside this, Caracal is undertaking a
targeted exploration programme at the Nyakafuru Project in Tanzania, which has
an established high-grade shallow gold resource of 658,751oz at 2.08g/t
contained within four deposits over 280 km2 and appears amenable to
development as a large scale conventional open pit operation.

Caracal's experienced team has a proven track record in successfully
developing and operating mining projects throughout Africa.

The Company is a responsible mining and exploration company and supports the
positive social and economic change that it contributes to the communities in
the regions that it operates. It is a proudly East African-focused company: it
buys locally, employs locally, and protects the environment and its employees
and their families' health, safety, and wellbeing.

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