REG - Imara Gold PLC - Move of Primary Exchange / Voluntary Delisting

IMARA GoldAnnouncement

20/02/2026 14:30

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RNS Number : 8751T  Imara Gold PLC  20 February 2026

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Imara Gold Plc

('Imara Gold' or the 'Company')

 

Move of Primary Exchange / Voluntary Delisting

The Board of Imara Gold Plc announces that it has resolved to proceed with
moving its primary stock listing from the London Stock Exchange to a new
trading platform. This decision has been made to enable the Company to more
efficiently and swiftly complete the final stages of its financial
restructuring and recapitalisation, and to facilitate a resumption in the
trading of its ordinary shares.

The Company and its advisors have already commenced discussions and are
engaged with regulators and administrative bodies regarding the move to a new
primary stock exchange listing, as well as complementary cross- and
dual-listings that are considered more appropriate for the Company's growth
and its gold mining and production strategy in Africa.

As a result of this decision, the Company has applied to the Financial Conduct
Authority for the cancellation of the listing of its ordinary shares from the
Official List and to the London Stock Exchange for the cancellation of trading
in its ordinary shares on the Main Market.

Background to and Reasons for the Change in Primary Stock Exchange Listing

In 2023 and 2024, the Company faced challenging operating and financial
conditions at its gold mining operations at the Kilimapesa Gold Mine in Kenya.
As a result, the Company incurred significant losses, materially increased its
level of indebtedness, and was unable to meet its statutory reporting
obligations. Consequently, trading in the Company's ordinary shares on the
London Stock Exchange was suspended in November 2023.

Since November 2023, the Company's executive management and its United
Kingdom-based corporate and legal advisors have been actively working on a
financial restructuring and recapitalisation of the Company. They have engaged
with the Financial Conduct Authority ("FCA") and other key stakeholders in
Kenya to complete a Prospectus and address a number of key corporate matters,
with the aim of lifting the suspension of trading in the Company's shares on
the London Stock Exchange and recommencing operating activities at the
Kilimapesa Gold Mine.

Over this period, the Company has appointed new executive management and
several highly experienced independent non-executive directors. It has also
implemented major corporate governance enhancements and tightened executive
management and financial policies, procedures, and oversight within its
operating practices.

In 2025, the Company made significant progress in fulfilling overdue reporting
and disclosure obligations, advancing a prospectus for the admission to
listing of historically issued and to-be-issued shares, increasing confidence
with its largely retail shareholder base, strengthening engagement with key
stakeholders in East Africa, successfully raising debt funding to meet working
capital requirements, and expanding its activities with four new potential
mining and exploration transactions entered into with companies in Tanzania,
Zambia, and Botswana.

The Company has recently announced that its 2025 audited accounts and annual
report will be finalised and published shortly, and that it has raised an
additional US$1.0 million of debt funding to repay key creditors in Kenya
associated with the Kilimapesa Gold Mine. The Company has further confirmed
that it is in advanced negotiations with a respected industry contractor under
which mining and processing activities at the Kilimapesa Gold Mine will
recommence and will be performed and funded by the contractor, thereby
reducing the Company's capital and working capital requirements to restart
these operations.

Despite the wholesale changes implemented by the Board of Directors over the
past years-all of which have been supported by independent legal and corporate
advisors and designed to regain the trust and support of shareholders and
stakeholders in East Africa, as well as to demonstrate that the Company has
robust systems and governance measures in place to achieve high standards of
corporate governance and financial management-the finalisation of the
prospectus required to resume trading on the London Stock Exchange remains
outstanding and significantly delayed.

The Board believes that it has established and maintains a culture of
accountability, integrity, and transparency within the Company, with a clear
goal of achieving compliance with all relevant legal and statutory obligations
in the United Kingdom and East Africa across its mining, exploration, and
corporate administration centres.

Rationale for the Change in Primary Stock Exchange Listing and Voluntary
Delisting

In light of the above, the Board has concluded that maintaining the Company's
listing on the London Stock Exchange is no longer appropriate at this time,
and that a change in its primary stock exchange listing is required.

The Board considers that a new primary stock exchange listing and voluntary
delisting from the London Stock Exchange will:

·   allow the Company to more efficiently complete an admission
document/prospectus to enable the resumption of trading of its shares on a
recognised international stock exchange platform;

·     allow the Company to complete its 2025 audit and financial
reporting without the constraints associated with a suspended listed company
on the London Stock Exchange;

·      better suit the Company's growth aspirations and gold mining and
production strategy;

·   potentially provide a platform for a much-improved valuation to be
assigned to the Company's gold projects and assets;

·    provide a more suitable environment to complete the financial
restructuring and recapitalisation of the Company and ongoing discussions with
its creditors; and

·  enable the Company's executive management to focus solely on the
financial restructuring and recapitalisation, stabilising the business, and
progressing its gold mining operations.

The Company anticipates that the process to complete re-admission to trading
on a new primary stock exchange will take up to three months and will proceed
in parallel with the recommencement of gold mining activities at the
Kilimapesa Gold Mine in Kenya.

Shareholder Arrangements

As a result of the voluntary delisting and the process to complete admission
on a new primary stock exchange:

·      the Company's shares will no longer be traded on the London Stock
Exchange; and

·      liquidity in the shares is expected to be limited.

The Company is considering putting in place an interim mechanism this quarter
to facilitate trading in its shares, such as a matched bargain facility. A
further announcement will be made in due course if such arrangements are
implemented.

Delisting Process

The Company has applied to:

·    the Financial Conduct Authority for cancellation of the listing of its
ordinary shares on the Official List; and

·    the London Stock Exchange for cancellation of trading in its
ordinary shares on the Main Market.

It is expected that the delisting will become effective at 8:00 a.m. on 20
March 2026. The last day of dealings in the Company's shares on the London
Stock Exchange is expected to be 19 March 2026.

Effect of the Delisting

Following the delisting:

·      the Company will no longer be subject to the Listing Rules or the
Disclosure Guidance and Transparency Rules applicable to listed companies;

·      there will be no public market for the Company's shares; and

·      liquidity and marketability of the shares may be significantly
reduced.

Shareholders should carefully consider the implications of the delisting and,
if in any doubt, seek independent advice.

Further Updates

The Company will provide further updates in relation to:

·      its proposed move of its primary stock listing to a new trading
platform;

·      progress on the 2025 annual report, audit, and financial
reporting;

·      the outcome of the financial restructuring and recapitalisation;
and

·      any arrangements for shareholder liquidity.

 

* * ENDS * *

 

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

 

For enquiries contact:

 

 Imara Gold plc

 Jason Brewer                                       jason@imaragoldplc.com

 Shareholder Enquiries                              info@imaragoldoplc.com

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

 

 

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