GCAT Caracal Gold Plc

23 August 2024

Caracal Gold Plc

('Caracal' or the 'Company')

General Update

Caracal Gold Plc, the East African gold producer with over 1,300,000 oz JORC compliant gold resources, provides an update across various corporate and financial issues.

Cynergy Transaction

Further to the announcement made on 15 August 2024, the Company and Cynergy Global Ltd have agreed a second extension to the payment of the second US$500,000 tranche due under phase 1 of the Cynergy strategic investment plan. The extension has been granted until the end of September 2024.

The extension is to allow Caracal to deal with a matter raised by Cynergy on 20  August 2024 over the Company's subsidiary, Tyacks Gold Ltd ('Tyacks'). The matter is outlined further below headed 'Tanzania Mining License'.

Cynergy confirmed their commitment to their investment into the Caracal projects.

Tanzania Mining License

As part of the Company's strategy for the Nyakafuru project in Tanzania the Company commenced work in July 2023 to apply for two mining licenses within areas covered by exploration licenses owned by Tyacks. Formal applications were submitted to the authorities in Tanzania for review in December 2023. The Tanzanian authorities have recommended the first of these applications for issue.

The mining license application process was handled by Mr Mark Stanley, one of the vendors as well as a director of Tyacks. A reimbursement of up to US$500,000 ('Payment') has been agreed between Mr Stanley and the Company due when the first of the licences is issued. The terms of payment of the Payment are under negotiation and upon finalisation and agreement Mr Stanley and his co-director have agreed to resign from the Board of Tyacks allowing the appointment of Directors from the Company and Cynergy as contemplated in the Heads of Terms concluded with Cynergy. Once complete, Cynergy will complete the phase 1 investment.

Kenya Revenue Authority ('KRA') Settlement

A claim was brought by the KRA against Kilimapesa Gold (Pty) Limited ('Kilimapesa'), a subsidiary of Caracal. This claim arose out of the sale of Kilimapesa by Gold Minerals Resources Limited to Caracal.

The actual taxpayers of this claim are Gold Mineral Resources Limited ('GMR') (a subsidiary of Goldplat Plc) and Mayflower Capital Investments Ltd ('MCI') (A company associated with a previous Caracal Executive Director namely Mr Jason Brewer). Caracal and the KRA agreed to refer the claim to a process of Alternative Dispute Resolution ('ADR') Under this ADR, it was resolved that, Kilimapesa acting as agent on behalf of GMR and MCI to assist the KRA to negotiate and settle the claims.

The claim against Gold Minerals Resources Limited , detailed in the RNS by Goldplat on 15 August 2024, has been settled.

Kilimapesa continue to act as agent on behalf of MCI for the claim by the KRA against MCI. Mr Brewer has engaged directly with the KRA on behalf of MCI to reach a settlement. The value of claim agreed under the ADR is US $452,000.

Audit Process

The Company has been in regular communication with its auditors, PKF Littlejohn, regarding the audit for the year ended June 2023. The Company has been informed by PKF that the file is with the Engagement Quality Reviewer who commenced work on the file on the 20^th August 2024. We expect to announce completion of the audit in the near future.

Prospectus

The Company submitted a further draft of the prospectus to the Financial Conduct Authority for review on 21 August 2024.

Cashflow

The Company has to date received the 1^st US$500,000 from Cynergy and once the conditions precedent have been satisfied, it will transfer the second tranche. This, combined with the fact that no cash flow is being generated at Kilimapesa, has placed the Company under significant cash flow pressure and distress. The Company is engaged with various stakeholders to raise the required funding to ameliorate this situation and will provide updates in due course.

Group Reserves and Resources Statement

The Company wishes to announce its Mineral Resource Estimate for its assets in Kenya and Tanzania as at 30 June 2024.

Qualified Person:

Mr. Franck Bizouerne, P.Geo., Group Mineral Resource Manager of Caracal Gold PLC, is the Company's Competent Person under JORC Code "Standards of Disclosure for Mineral Projects" and has reviewed and assumes responsibility for the scientific and technical content in this press release.

Simon Grant-Rennick, Chairman of Caracal states:

"We are very pleased to see the audit coming to an end, the process has been extremely frustrating and drawn out for all involved. This is the first step in getting our shares back to trading, the other step being the submission of December 2023 interims.

The approval of the mining license in Tanzania is a major achievement for the Company and key  for our strategy.

We continue to work hard with Cynergy so they can complete the phase 2 investment.

With the quality of our assets, the gold price at an all-time high and with us coming towards the end of a very difficult time we look forward to getting the company back on track to be a 20,000oz per annum producer with 3moz in resource."

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

Notes:

Caracal Gold plc is an 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 potential 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.

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.