19 January 2024

Caracal Gold Plc

('Caracal' or the 'Company')

Financing Update

Caracal Gold Plc, the expanding East African gold producer with over 1,300,000 oz JORC compliant gold resources is pleased to announce the following funding update.

Debt Financing:

The Company has entered into a loan agreement for $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 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.

The funds will be used for working capital at the Company's Kilimapesa Gold Mine and for various corporate costs including annual audit, prospectus costs and funding related costs.

Status of the Fee Shares and Total Voting Rights:

The Fee Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following issuance of the Fee Shares the total number of ordinary shares with voting rights in issue in the Company will be 2,176,578,591.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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.

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

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 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.