REG - Caracal Gold PLC - Funding secured from strategic investor

Caracal GoldAnnouncement

21/06/2024 07:00

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RNS Number : 3001T  Caracal Gold PLC  21 June 2024

21 June 2024

Caracal Gold Plc

('Caracal' or the 'Company')

Funding conditionally secured from Strategic Investor for the development of
Kilimapesa expansion project and commitment for the Company's regional
strategy

Caracal Gold Plc, the East African gold producer with over 1,300,000 oz JORC
compliant gold resources, is pleased to provide an update and announce
signature of a binding Heads of Terms ("HOT") to fund the Kilimapesa expansion
project from a strategic investor.

A three phased investment will be made by Cynergy Global Ltd ("Cynergy"), a
Mauritius based investment group with regional presence in power generation,
oil & gas exploration & development, aviation and commercial fishing
into Caracal and its subsidiaries.  The investment will comprise:

·    Phase 1: USD $1m payable in two tranches of USD $500,000 in exchange
for 25% of Caracal Holdings Ltd ("CH"), CH is currently owned 100% by Caracal.
CH owns 100% of Kilimapesa Gold Pty Ltd. Tyacks Gold Ltd ("Tyacks'), is owned
66.7% by Caracal and 33.3% by CH, at completion of Phase 2 of the transaction
Tyacks shareholding will be restructured so that Caracal will own 1% and CH
99% of Tyacks. The first instalment is due within five (5) business days of
the signing of the HOT ("Phase 1 Completion Date"). A further USD $500,000 is
due on the date falling thirty (30) calendar days after Phase 1 Completion
Date.

·    Phase 2: USD $5m (USD $2m in equity and USD $3m in debt) in exchange
for an additional 10% of CH on completion of definitive agreements (which are
anticipated within 30 days from signature of HOT) and completion of the
conditions precedent outlined below (which are anticipated within 60 days from
the signature of the HOT) ("Phase 2 Completion Date"). The terms of the USD
$3m debt will be negotiated alongside the drafting of definitive agreements.

·    Phase 3: In the event of Caracal undertaking a fundraise by way of
share placement in the future, Cynergy shall have the option to subscribe for
up to 29.9% of the issued share capital of Caracal on the same terms offered
under the placement.

·    Phase 2 Completion is conditional on a number of matters, including:

o  Cynergy conducting due diligence concerning Caracal and its subsidiaries;

o  signing and exchanging definitive agreements;

o  approval by the board of directors and shareholders of Cynergy;

o  the appointment of two (2) nominees of Cynergy as directors of CH and each
subsidiary group company with effect from Phase 1 Completion; and

o  the appointment of one (1) nominee of Cynergy as a director of Caracal.

The proceeds of the investment will be used for the development of the
Kilimapesa expansion project and to fund corporate overhead.

Operations

·    The Kilimapesa Gold mine underground workings have been targeted by
artisanal miners from the area. Mining of the open pits has been stopped to
ensure safety of the staff and equipment;

·    On the 13(th) of June 2024, the Ministry of Mines via the Regional
Mining Officer from the region commenced operations to remove the artisanal
miners, whilst this operation is ongoing the Company decided that certain
staff should remain at home for their safety;

·    As part of the work to be done for the Kilimapesa expansion project,
the Company has engaged Minopex (a DRA Global owned company) to carry out a
review of the expansion project. Minopex will provide an updated economic
assessment and comprehensive technical report for the project and then follow
through to execute the expansion on behalf of the Company. The Company also
plans to engage Minopex to manage the operation of the processing plant and
laboratory.

Corporate

·    The Company's finance team are continuing to work with PKF Littlejohn
to complete the 2023 financial statements. The Company will thereafter move
quickly to finalize the prospectus referred to in previous announcements.

Robbie McCrae, CEO of Caracal Gold commented:

"We are very pleased to welcome Cynergy as strategic investors and as our
partners.

The investment from Cynergy is a great leap forward towards completion of the
expansion of the Kilimapesa Gold Mine unlocking the value at Kilimapesa for
all of stakeholders.

Having a partner who is well funded, has vast experience and success in the
region is great for Caracal and its plans to grow our business in the region."

* * ENDS * *

For further information visit www.caracalgold.com
(http://www.caracalgold.com/)  or contact the following:

 Caracal Gold plc

 Robbie McCrae                                       robbie@kilimapesa.com

 Simon Grant-Rennick                                 simon@caracalgold.com
 VSA Capital Ltd                                     +44 203 005 5000

 Financial Adviser and Broker

 Andrew Raca (Corporate Finance)
 DGWA, the German Institute for Asset and            info@dgwa.org

 Equity Allocation and Valuation

 European Investor and Corporate Relations Advisor

 Katharina Löckinger

 

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 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.

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.

 

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