22 June 2023

Caracal Gold plc

('Caracal' or the 'Company')

Tanzania Completion Update

Caracal Gold PLC, the expanding East African gold producer with over 1,300,000oz JORC compliant gold resources, makes the following updates.

On 22 May 2022 the Company signed an acquisition agreement (the "Acquisition Agreement") with Mr. John Mark Stanley and Mr. Nicholas Clarke (the "Vendors") for the purchase of the Nyakafuru Gold Project in Tanzania.

The Acquisition Agreement contained consideration terms including certain deferred payments and a net smelter royalty, (the "Consideration") as set out in the Company's announcement of 31 May 2022.

On 21 June 2023 it was agreed to settle all outstanding amounts due to the Vendors under the Acquisition Agreement through the issuance of 133,333,334 shares in full and final settlement of the Consideration, the ("Consideration Shares").

It should be noted that the Consideration Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares. On 15 May 2023, the Company announced that it had submitted a draft prospectus to the Financial Conduct Authority for approval. The Company continues to work with its advisers to seek approval of the prospectus by the Financial Conduct Authority. It is intended that the Subscription Shares will be admitted to trading on the Standard Segment of the Main Market of the London Stock Exchange ("Admission") conditional only on the publication of the Company's prospectus. Further details of Admission will be included in the Company's prospectus when it is published. 

Robert McCrae, Chief Executive commented:

"Closing out the acquisition of the Nyakafuru project is a key step to allow us to finalize the Joint Venture for the development of the project, we look forward to providing the details of the Joint Venture to the market in the near future."

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.