16 May 2023

Caracal Gold plc / EPIC: GCAT / Market: Main / Sector: Mining

Caracal Gold plc ('Caracal' or the 'Company')

Correction to announcement regarding Settlement of Mill End Facility

Caracal Gold plc announces that further to its announcement on 12 May 2023, regarding the settlement of the Mill End Facility and PDMR Shareholding, an error in the key terms of the Mill End Financing (the "Mill End Financing").

 It was stated on 12 May 2023 that the Company would be paying US$823,258 in cash, or failing the ability to make the payment in cash by the issue of Ordinary Shares ("Ordinary Shares") in the company at the issue price of the lower of: 0.035 pence; the issue price of the Placing Shares or (if lower) of any other Ordinary Shares issued by the Company following the date of this announcement, as is equal to US$823,258.

The issue price of 0.035 pence is incorrect and should have stated the issue price as 0.35 pence.

Please see the full form corrected announcement below:

Caracal Gold plc, the East African gold explorer, developer and producer with over 1,300,000oz of JORC compliant gold resources, is pleased to announce revised terms of the existing Mill End Financing Facility (the "Mill End Financing"). 

Settlement of Mill End Facility

On 22 June 2022 the Company entered into a debt finance arrangement with Mill End Capital Limited ("Mill End") for the principal amount of US$1,500,000.  This was intended to be a short-term financing facility, but due to delays and the withdrawal of financing facilities that had been under negotiation, the terms and amount payable under the Mill End Financing had to be renegotiated.  The Company is pleased to announce that agreement has been reached with Mill End on revised financing terms. 

The total amount payable by the Company to Mill End is US$1,823,258.

The Company will repay the Mill End Financing as follows:

·     Payment of US$250,000 by 17 May 2023;

·     Further payments amounting to US$150,000 by 7 June 2023;

·     The Company paying US$600,000 by no later than five days after Placing Shares ("Placing Shares") are admitted to trading on the London Stock Exchange Main Market pursuant to the prospectus currently being prepared by the Company being published; and

·     The Company paying US$823,258 in cash, or failing the ability to make the payment in cash by the issue of Ordinary Shares ("Ordinary Shares") in the company at the issue price of the lower of: 0.35 pence; the issue price of the Placing Shares or (if lower) of any other Ordinary Shares issued by the Company following the date of this announcement, as is equal to US$823,258.

The Company is pleased with this outcome, Robbie McCrae commented:

"We are delighted that we have managed to settle this negotiation on amicable terms.  We are grateful to Mill End for their understanding and support". 

Director / PDMR Shareholding

Gerard Kisbey-Green, a non-exec Director of the Company, and the sole owner of Theseus Enterprises Limited ("Theseus"), acting through Theseus transferred on 3^rd February 2023, 55,300,000 Ordinary Shares of 0.1 pence in the Company ("Ordinary Shares"), representing approximately 2.94 per cent. of the issued share capital, to Mill End Capital Limited.

As disclosed in the prospectus dated 19 July 2021, Gerard Kisbey-Green had nominated to have his share entitlement in the Company issued in the name of Theseus Enterprises Limited. On 22 June 2022, Gerard Kisbey-Green signed a director's undertaking along with Robert McCrae, pledging Theseus 55,300,000 Ordinary Shares as part of a financing transaction between Theseus and Mill End Capital Limited. As per the terms of the agreement, the pledge has been exercised, resulting in the transfer of an aggregate of 55,300,000 Ordinary Shares to Mill End Capital Limited. 

Robert McCrae, a Director of the Company, and the sole owner of Mansa Capital Limited ("Mansa"), acting through Mansa transferred (further to the Company's announcement of 23rd January 2023) 18,929,616 Ordinary Shares of 0.1 pence each in the Company to Mr Gary McConnell and 79,570,384 Ordinary Shares of 0.1 pence each in the Company on 18 April 2023, to Mill End Capital Limited, together representing approximately 5.15 per cent. of the issued share capital.

As disclosed in the prospectus dated 19 July 2021, Mr McCrae had nominated to have his share entitlement in the Company issued in the name of Mansa Capital Limited. On 22 June 2022, Mr McCrae signed a director's undertaking along with Mr Kisbey-Green, pledging Mansa's 98,500,000 Ordinary Shares as part of a financing transaction between Caracal and Mill End Capital Limited. As per the terms of the agreement, the pledge has been exercised, resulting in the transfer of the 96,779,126 Ordinary Shares to Mill End Capital Limited.

Following the transfer, neither Mr Kisbey-Green nor Mr McCrae hold any direct interest in the Company.

The transfer of the Ordinary Shares was made in accordance with the terms of the Directors undertaking and does not result in any change to the Company's issued share capital.

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