Annual Report and Accounts 2023

Caracal Gold PLC

19 September 2024

Caracal Gold Plc

('Caracal' or the 'Company')

Caracal Gold Plc, the East African gold producer with over 1,300,000 oz JORC compliant gold resources, announces that its Annual Report and Accounts for the year ended 30 June 2023 is set out below.

Caracal also provides further updates across the Company:

Audit and Accounting

The completion of the audit for the year ended 30 June 2023 has taken considerably longer than expected. This now enables the Company to progress and finalise the interim results for the six month period ended 31 December 2023. The Company expects to release these interim results within the next few weeks.

Furthermore, work has begun on the audit for the year ended 30 June 2024 with the Company's new auditors. The Company will update shareholders on the progress on the audit for the year ended 30 June 2024 in due course.

Prospectus

The Company continues to progress the prospectus with the Financial Conduct Authority and completion of the work on the accounts as outlined above will enable this to be finalised.

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

Caracal Gold plc

Robbie McCrae

Simon Grant-Rennick

robbie@kilimapesa.com

simon@caracalgold.com

VSA Capital Limited

Financial Adviser and Broker

Andrew Raca (Corporate Finance)

+44 203 005 5000

DGWA, the German Institute for Asset and

Equity Allocation and Valuation

European Investor and Corporate Relations Advisor

Katharina Löckinger

info@dgwa.org

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.

Company Registration No. 09829720 (England and Wales)

CARACAL GOLD PLC

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

COMPANY INFORMATION

Directors Simon Grant Rennick

Robbie McCrae

Stefan Muller

Company number 09829720

Company Secretary Bowsprit Mercantile Services Limited

Birchin Court

20 Birchin Lane

Bank

London EC3V 9DU

Registered Office 7-28 Eastcastle Street,

London

W1W 8DH

Auditors PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London E14 4HD

Registrar Share Registrars Ltd
3 The Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX

Legal Adviser to DMH Stallard LLP

the Company 6 New Street Square
London
EC4A 3BF

CONTENTS

	Strategic Report
	- Chairman's Statement	3
	- Chief Executive's Statement	5
	- Strategy and Business Model	10
	- Group Resources and Reserves Statement	11
	- Environment, Social and Governance Policy	12
	- Principal Risks and Uncertainties	15
	- Section 172 Statement	17

	Directors' Report	19

	Corporate Governance Report	24

	Directors' Remuneration Report	32

	Independent Auditors' Report	37

	Consolidated Statement of Comprehensive Income	46

	Consolidated Statement of Financial Position	47

	Parent Statement of Financial Position	48

	Consolidated Statement of Cash Flows	49

	Parent Statement of Cash Flows	50

	Consolidated Statement of Changes in Equity	51

	Parent Statement of Changes in Equity	52

	Notes to the Consolidated and Parent Financial Statements	53

CHAIRMAN'S STATEMENT

Dear Shareholders

I am pleased to be able to be in touch with you all, as the Chairman of Caracal Gold Plc. I have only been in the chair since April 26^th, 2023, but it's been a very hands-on situation. Everyone will know of the problems the Company had at the beginning of 2023. Please rest assured your board have been working hard to resolve them. This work has included managing the departure of several board members, commissioning a governance review, managing several fundraises and improving the Company's internal corporate governance including secretarial support and financial support which should bear fruit in the future.

The ongoing board of CEO Robert (Robbie) McCrae, Non-Executive Director Stefan Muller and I have had a tough time to ensure the survival of the Company. This has been done by reducing staff across the board and managing outstanding invoices. We have also managed to produce some gold - approximately 632.5oz from July 2023 to date.

The Company's shares were suspended from the Standard Listing segment of the Main Market of the London Stock Exchange for failure to file the annual report and accounts on time. This delay was caused by lack of both financial and human resources. We are now able to publish these accounts. However, we draw your attention to the Auditors' Report which highlights these issues and includes a disclaimer of opinion, as the auditors have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion. This includes insufficient evidence to support the Company's assessment of its ability to continue as a Going Concern. The Board have noted these uncertainties and issues are intent on correcting them and are actively pursuing various funding options to ensure the Company will continue as a Going Concern.

In addition, PKF have indicated that they will not stand for reappointment as the company auditors. The Company is in the process of securing the appointment of a Public Interest Entity (PIE) auditor and will announce same when appointment is finalised.

We are also examining candidates to strengthen the board and it is my intention that board committees will shortly be supplemented with additional directors who will add their skills to your board.

The Company takes the issue of sustainable development very seriously and responsible stewardship of the mineral resource and the land.

We continue to be a good corporate citizen in this area, despite our own corporate situations.

The Company still has potential assets outside of Kenya in Tanzania and hope to be able to look at these in detail in the coming months as things develop, but as we all know funds will be needed to be available to do this. The Kilimapesa Gold mine underground workings have been targeted by artisanal miners and as such mining of the open pits has been stopped to ensure safety of the staff and equipment. On the 13th 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 considered 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 plan to engage Minopex to manage the operation of the processing plant and laboratory.

I thank you for your support of Caracal and expect that the future will be brighter but we will require financial support.

Chairman

17 September 2024

CHIEF EXECUTIVE'S STATEMENT

2022/23 was a challenging year for Caracal Gold PLC and all of its stakeholders.

The period commenced with the company's focus being firmly on progressing the financing for the Kilimapesa expansion project. In parallel to the financing process, we published an updated Mineral Resource Estimate (MRE) for Kilimapesa, built capacity across the management, operational and project management teams, work on the Tyack's project in Tanzania commenced and work commenced on an 18 month audit for the group which was published on the 9^th November 2022.

On the 29^th November 2022 we announced US $10.5m and then on 12^th December 2022 an additional US $3m of non-dilutive funding for the expansion of the Kilimapesa project. To our disappointment the provider of the US $10.5m facility decided early in January 2023 not to proceed with the funding.

A potential commercial sized discovery was made by the Kilimapesa exploration team, the discovery Vim Rutha sits within a 4,9km shear zone which runs parallel to the Kilimapesa Hill deposit. And numerous drill holes intersected shallow, high grade mineralisation.

Turning to Tanzania, we completed a review project which included relogging and sampling of the core which confirmed the existing JORC resource and highlighted the additional exploration and development potential of the project. Late in June 2022 we settled the acquisition of the project through a share issue to the vendors. A number of 3^rd parties showed interest in a possible joint venture for the development of the project and the discussions are ongoing.

Caracal's resource fundamentals remain and once the funding for the Kilimapesa expansion is secured and the expansion complete we will have a strong platform from which to grow.

CORPORATE REVIEW

Board changes

Due to identified shortcomings, the Board has initiated a comprehensive review of its corporate governance, regulatory compliance and communications policies in order to strengthen internal procedures. This is expected to be a wide-ranging review and will include a review of the board structure, including the mix of executives and non-executives, and any requirements for different skill sets to ensure a robust and efficacious board structure. Furthermore, a review of all corporate governance-related matters, practices and policies and a review of all board sub-committees, is being conducted.

On 16^th February 2023, the Company announced that a legal counsel has been engaged to conduct a comprehensive review of its corporate governance, regulatory compliance, and communications policies to strengthen internal procedures.

The Board has decided that the Company's financial advisor as well as an independent firm of solicitors, will be consulted to assist the Chairman in this review and the Board expects all the above to be concluded as soon as practically possible. Work on the Corporate Governance is continuing to progress well. This process will be completed and announced via the prospectus which is expected late 2024.

During the period there were the following changes to the Board:

- Mr Simon Gaines-Thomas resigned as non-executive Chairman on the 13^th January 2023.

- Mr Simon Grant Rennick was appointed as executive Chairman on the 26^th April 2023.

- Ambassador Dan Kazungu's 12 month contract as a non-executive Director came to an end on the 12^th June 2023.

- Mr Riaan Lombard resigned from his position as executive Director on the 12^th June 2023.

- Mr Gerard Kisbey-Green resigned from his position as non-executive Director on the 12^th June 2023.

Financial Review

The year ended 30^th June 2023 presented significant challenges for the Company, primarily characterised by halted gold production, increased liabilities, and liquidity pressures. This review delves into the key aspects of our balance sheet, income statement, and cash flows, reflecting our strategic responses to these challenges.

During the prior year the Company changed its accounting reference date from 31 December to 30 June to align itself with its newly acquired subsidiary. Consequently, the prior year covers an 18 month period, whereas the current year is a 12 month period and so is not entirely comparable year on year.

Statement of Financial Position

The balance sheet this year shows increased liabilities, which rose from £12.3m to £16.4m due to increased borrowing necessitated by funding shortages. The lack of gold production led to a stagnation in asset growth (total assets fell from £10.2m to £9.2m), complicating our financial stability and liquidity. A prior year adjustment was also made to adjust for Right of Use Assets.

Income Statement

The income statement was significantly impacted by the cessation of gold production due to poor operational performance. Revenue was down 38% from £6.9m to £4.2m from the prior period (which was 18 months rather than 12 months), leading to a loss before and after taxation of £5.2m (2022: 15 month period loss of £15.5m). Even though costs are lower than the prior period, we continue to undertake cost management measures, including reductions in non-essential operational expenditures and renegotiations of contract terms, to mitigate financial outflows. Despite these efforts, our financial results reflect the adverse conditions, with increased financing costs of £1.6m (2022: £0.8m).

Liquidity and Cash Flow

Cash flows from operating activities were negative, though improved on prior period, at £1.4m (2022: £7.4m), reflecting the direct impact of halted production. The Group faced heightened liquidity issues, necessitating careful cash management and the pursuit of alternative financing options, including new convertible loan notes and some small equity raises totalling £0.2m (2022: £8.4m). Investment activities were minimal, restricted to essential maintenance and preservation of our core assets. Our ending cash position of £63,000 (2022: £80,000) has been tightly managed but remains a concern that requires ongoing attention and strategic action.

In conclusion, this financial year has tested our resilience and adaptability in the face of severe operational and financial challenges. We are actively working on strategies to resume production, manage liabilities, and improve liquidity. Our focus remains on securing stable funding, optimising our asset base, and preparing for a sustainable operational restart. As we move forward, we are committed to overcoming these hurdles and restoring shareholder value through increasing production and prudent financial management .

Post Balance Sheet Events

Board changes

On 19^th July 2023, the Company announced that Non-Executive Director, Rachel Johnston, had informed management of her resignation to pursue other opportunities.

Fundraisings

On 29^th September 2023, the Company announced it had raised £92,750 by way of Subscription, through the issue of 30,916,667 new Ordinary Shares of £0.001 in the Company at a price of £0.003 per Ordinary Share. The subscribers from the subscription were issued with one option for every two new Ordinary Shares subscribed for, with an option exercise price of £0.006 per option. The option will expire December 31^st 2024. The Company also entered into a Loan Agreement with Robbie McCrae the CEO of Caracal. The principal amount of the Loan Agreement was US $40,000 (Forty thousand United States Dollars). It had a duration of two years and will accrue interest at 10% per annum.

On 14^th November 2023 the Company announced that it had entered into a US $1,400,000 Financing Agreement with Koenig Vermoegensverwal MBH. The Company agreed to make monthly payments and each monthly payment shall be calculated as the higher of US $50,000 and 50% of free cash flow of the Company. The total repayment has been agreed as follows:

· $1,750,000 if settled on or before 30 June 2024

· $2,100,000 if settled on or before 31 December 2024

· $2,450,000 if settled on or before 30 June 2025

· $2,800,000 if settled on or before 31 December 2025

In addition, the Company announced it had entered into a Loan Agreement with Robbie McCrae, the CEO of Caracal. The principal amount of the loan is $150,000. The final repayment date will be 31^st December 2025, accruing interest at 10% per annum above the Bank of England's Bank Rate.

On 19^th January 2024 the Company announced that it had entered into a loan agreement for $250,000 with CSS Alpha Global Pte Ltd on the following principal terms:

· The term of the Loan was 12 months.

· The Loan was to carry 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.

In addition, as part of the transaction the parent company of the Lender received 13,000,000 new Ordinary Shares of £0.001 in the Company.

On 23^rd January 2024 the Company announced that it had raised £140,000 by way of a Subscription, through the issue of 46,666,667 new Ordinary Shares of £0.001 in the Company at a price of £.0.003 per Subscription Share. The subscribers from the Subscription were issued with one warrant for every new Subscription Share subscribed for, with an exercise price of £0.0042 per Warrant. The Warrants will expire in three years from issue.

On 26^th March 2024, the Company announced it had raised £780,000 by way of a Subscription, through the issue of 260,000,000 new Ordinary Shares of £0.001 in the Company at a price of £0.003 per Subscription Share.

The funds of the subscription have been paid in five equal instalments of £156,000 and the Company will issue 260,000,000 new Ordinary Shares upon completion of the final instalment.

Instalments	Amount	Date of instalment
First instalment	£156,000.00	25^t^h March 2024
Second instalment	£156,000.00	28^t^h March 2024
Third instalment	£156,000.00	5^t^h April 2024
Fourth instalment	£156,000.00	9^t^h April 2024
Fifth instalment	£156,000.00	12^t^h April 2024

The subscribers from the Subscription were issued with one warrant for every new Subscription Share subscribed for, with an exercise price of £0.0042 per Warrant. The Warrants will expire in three years from Admission of the Subscription Shares to trading.

On 21 June 2024, the Company announced it had conditionally secured further funding through a Strategic Investor of up to $6m. This will be a three phased investment in both cash and equity. Further details regarding this proposed investment can be found on the Company's website.

Suspension

Trading in the Company's ordinary shares on the Main Market of the LSE has been suspended as of 7.30am on 1^st November 2023 due to the Company's delay in publishing its annual report and accounts for the year ended 30 June 2023. The Company expects to request a restoration of the listing of its ordinary shares (including the New Ordinary Shares) on the Main Market of the LSE upon publication of the annual report and accounts, and its interim accounts for the period ended 31 December 2023.

OUTLOOK

2024 is set to be a challenging period for the Group as it regroups and endeavours to finalise the financing for the Kilimapesa project and ensure the prospectus is completed and approved by the FCA in a timely manner.

The auditors have stated that they are unable to form an opinion on these financial statements due to the cumulative effect of the uncertainties, as noted in their report.

The Board and management are doing everything in their power to secure the appropriate financial and human resources to turn the resource and reserve into a sustainable asset for the benefit of all our stakeholders.

I would like to take this opportunity to thank our shareholders, employees, members of the Board, our local communities and all stakeholders for their continued commitment to the Company and ongoing support during this very challenging period.

Chief Executive Officer

17 September 2024

STRATEGY AND BUSINESS MODEL

The Directors' overall strategy is to grow the Company's gold resources whilst scaling its ability to efficiently and profitably extract them. The approach has been to gain a foothold in the East African region through Kilimapesa, which was selected for both its immediate potential and exploration upside of the surrounding tenements. With a deep local knowledge and physical presence in the East African region we will continue to look for acquisition opportunities and the geological potential of the surrounding tenements, as well as grow relationships with potential partners and stakeholders.

Additional funding is being sourced to complete the Kilimapesa expansion project.

Whilst the Directors' core focus remains on the Group's proven resource at Kilimapesa through exploration and ramping up production the Company has acquired a complimentary project in Tanzania through the acquisition of 100% of Tyacks Ltd. Tyacks own the Nyakafuru gold project which has 650,000oz in JORC compliant resources, the Company has completed an initial review of the project and is planning additional drilling and research when funding is secured. This funding is expected to be secured following the completion of the Prospectus during the next few months.

The Directors acknowledge there have been shortcomings in the corporate governance and financing of the business and they are actively applying financial and human resources in order to improve this aspect of the business.

GROUP RESERVES AND RESOURCES STATEMENT

On 13 July 2023, the Company announced its Mineral Resource Estimate for its assets in Kenya and Tanzania. This announcement is set out below.

"Over the last 18 months the Company has assembled a portfolio of projects which host over 1.3moz of JORC compliant gold resources. With the work completed on exploration during this 18-month period the Company is confident that once exploration drilling recommences it can significantly increase the resources in its project areas.

Summary	Measured and Indicated			Inferred			Total
	Tonnes (Mt)	Grade (Au g/t)	Ounces (k)	Tonnes (Mt)	Grade (Au g/t)	Ounces (k)	Tonnes (Mt)	Grade (Au g/t)	Ounces (k)
KENYA
Kilimapesa Hill	6.92	1.45	318	5.22	1.48	248	12.15	1.5	566
Red Ray	0.88	2.84	80	1.03	1.83	60	1.91	2.28	140
Sub-Total	7.80	1.59	398	6.25	1.53	308	14.06	1.56	706
TANZANIA
Voyager Mentelle	5.9	1.71	322	1.9	1.47	89	7.7	1.65	411
Leeuwin Grange	2.2	1.62	114	2.4	1.75	134	4.6	1.69	248
Sub-Total	8.1	1.67	436	4.3	1.61	223	12.3	1.67	659

GROUP TOTAL	15.9	1.63	834	10.55	1.57	531	26.36	1.61	1,365

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."

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") POLICY

ESG PILLARS

Environmental	Minimise our footprint and act with environmental stewardship in the areas of compliance, energy consumption and carbon emissions, water quality and consumption, noise, dust, air, vibrations, rehabilitation and closure
Social	Protect (health & safety) and grow our people (training, inclusion, retention). Enhance and share the benefits across local communities and stakeholders (social impact, cultural heritage, local procurement and local recruitment)
Governance	Strong ethical principles and controls to ensure we do business the right way (sound structure, corporate policies, codes of conducts, risk identification and management as well as public disclosure)

ENVIRONMENTAL

Despite facing financial constraints and halted production, Caracal acknowledges the pressing need to prioritise environmental protection in our operations. While our current circumstances may limit our capacity to invest in sustainable practices, we are committed to doing better in the future. As we strive to overcome our financial challenges and regain stability, we recognise the imperative of allocating resources towards environmental initiatives and the Board will look to take decisive action as soon as circumstances permit.

SOCIAL

Employees

Caracal Gold's people are the driving force behind our exploration and mining activities. We seek to treat our people fairly and with respect and ensure they have the opportunity to develop and reach their potential. We comply with the labour legislation where we work.

Health and Safety

Caracal Gold places its employees first, as they represent the backbone of the Company and our ongoing success relies on them staying safe, healthy and happy in their jobs. We work in complex environments with a wide range of potential risks to be managed and so providing a safe working environment is our highest priority. Our business principles, policies and management plans are based on targeting the achievement of a "zero harm" performance.

At the Kilimapesa mine, an occupational health and safety plan is in place to manage risks and opportunities, prevent work-related injuries and ill health to workers and providing safe and healthy workplaces. During the reporting period, we have had zero fatalities and no Lost Time in Injury (LTI).

Stakeholder engagement

Caracal Gold believes that a strong social license to operate in our host countries and local communities is built on mutual respect and open two-way dialogue. This social license is fundamental to the long-term viability and success of our business.

Our stakeholders include our employees, contractors, suppliers, business partners, local communities and government authorities, including all individuals who live in proximity to our operations or who may be impacted by our business relationships.

Community stakeholder engagement is conducted on a weekly basis through a dedicated Community Liaison Officer and the local monitoring committee ("the Moyoi committee") which was created to facilitate communication between the community and the mine.

COMMUNITY

Caracal Gold recognises that our activities have impacts on the communities where we work and will look to developed community initiatives as they become affordable for the Company.

GOVERNANCE

The Company's Corporate Governance Report is set out on pages 24 to 31.

In June 2022, the ESG Committee was created and held its first meeting. Its aim is to advise the Board of Directors and support the Company's management team in relation to the development and implementation of the Corporation's ESG initiatives, policies, compliance systems, and monitoring processes.

A suite of group governance policies has been drafted and a thorough review of governance is currently ongoing. These policies address subjects of ethical conduct, anti-bribery and corruption, whistleblowing as well as environmental and social responsibility, and health and safety.

CLIMATE-RELATED FINANCIAL DISCLOSURES

The Group recognises that climate change represents one of the most significant challenges facing the world today. Under the Listing Rules compliance with the Task Force on Climate-Related Financial Disclosures ("TCFD") is required for premium and standard listed companies on a comply or disclose basis. These new listing rules came into effect on 1^st January 2021 for UK premium listed companies and 1^st January 2022 for those on the standard list.

TCFD Purpose

In contrast to the Streamlined Energy and Carbon Reporting (SECR) disclosures which requires listed companies to disclose their greenhouse gases emissions, CO₂ and energy usage, TCFD is primarily designed to protect shareholders from the impacts of climate change by ensuring companies disclose key information within these areas and communicate how they're thinking about and assessing climate-related risks and opportunities as part of their resilience and risk assessment processes.

TCFD adherence requires disclosure of greenhouse gas (GHG) emissions as part of the Metrics and Targets section. This creates a degree of overlap with SECR requirements, however TCFD's focus is understanding how GHG emissions may expose a company to future changes in law, regulation or market dynamics which penalise higher polluting industry sectors, sub sectors or companies.

Climate Change Risks and Opportunities

Due to current financial constraints and a lack of specialised expertise, we have not yet fully assessed these risks or integrated them into our operations. We also do not have the information available to report on the Group's emissions by scope. We are committed to improving our capabilities in this area and will prioritise the necessary resources and expertise to adequately report on TCFD metrics in the future. Our long-term goal is to ensure that we can effectively manage and mitigate climate-related risks, safeguarding the sustainability of our operations.

We have identified the key climate risks to our Company as follows and will be preparing a risk register to ensure the mitigation of these risks is captured in the coming financial period.

Physical Risks: Extreme weather events, such as heavy rainfall, floods, and droughts, can disrupt mining operations, damage infrastructure, and increase operational costs.

Regulatory Risks: Increasingly stringent environmental regulations and policies aimed at reducing carbon emissions can lead to higher compliance costs and potential restrictions on mining activities.

Market Risks: Fluctuations in commodity prices driven by climate change impacts can affect the demand and profitability of gold mining, influencing the company's financial performance.

Reputational Risks: Failure to address climate-related issues can harm the company's reputation, affecting stakeholder trust and potentially leading to loss of investment and market opportunities.

Streamlined Energy and Carbon Reporting

As per the Streamlined Energy and Carbon Reporting ("SECR") Regulations published in 2018 quoted companies and large unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting period must include energy and carbon information within their directors' report. The Company does not currently exceed this threshold and therefore is presently exempt from the SECR reporting requirements.

The subsidiaries are excluded from reporting under this requirement as they are outside of the European Union. However, the Group will continue to monitor these requirements and will work towards full and accurate reporting on consumption in the near future.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out a robust assessment of the risks and consider the following risk factors are of particular relevance to the Group's activities, although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.

The impact levels of high and medium have been based on an evaluation of each risk's potential effect on our operations, financial performance, and strategic objectives. This assessment is mainly judgemental, considering factors such as likelihood, potential financial loss, operational disruption, and long-term implications for the Group.

Description	Impact	Mitigation
Strategic Risks
· Concentration Risk - Group's reliance on its assets in Kenya, and Tanzania as a non-producing asset. · Whilst the Group will not experience competition for its sales, it may encounter competition in identifying and acquiring further rights for attractive gold properties. · The Group's success depends in large measure on its key personnel - loss of key personnel may have a material effect on implementing the Group strategy.	Medium	· Board actively seeking to diversify current portfolio risk by acquiring further exploration and production assets. · Adding to the Group's technical team capability and deploying capital prudently to maximise return for shareholders. · Programme of training and educating successors in roles for key personnel.
Financial Risks
· Raising additional funding to develop further exploration, development and production programmes. · Dependency on UK stock market trading to raise further cash when necessary. · The profitability of operations and cash flows generated will be significantly affected by changes in the gold price. · Changes in the Group's capital costs and operating costs are likely to have a significant impact on its profitability. · Maintenance of proper and accurate financial records to enable timely financial reporting and cash management.	High	· Regular review of cashflow, working capital and funding options. · Build strong and sustainable relationships with key shareholders · Prudent approach to budgeting and strong financial stewardship - managing commitments and liquidity to ensure the Group has sufficient capital to meet spending commitments. · The use of hedging and risk management will be reviewed on an ongoing basis and implemented where necessary. · Employment of a new CFO who is a qualified Chartered Accountant to implement an adequate financial reporting system.

HSSE and Operational Risks

· The Group's mining licences and contracts are dependent on renewal to continue operating - any failure to secure continuation will have a material effect on the Group.

· Dependence on availability of leases, services and personnel from third parties.

· Material incidents such as adverse weather conditions or mechanical difficulties. Shortages of power, water and weather conditions may all impact operations.

High

· As a group Caracal manages its relationships with the local and federal authorities carefully by actively engaging the authorities.

· Careful consideration and assessment of third-party contractors technical, financial and HSSE capabilities prior to entering into contracts for services.

· Ensure that all stages of the exploration and production work programme have been rigorously stress tested and risk assessed.

Legal and Compliance Risks

· Inability to provide accurate and timely financial reporting to comply with reporting requirements of the Companies House and the FCA.

· Inaccurate reporting on Reserves and Resources as mineral reserve data is not necessarily indicative of future results of operations.

· Fraud, corruption and bribery.

· Litigation.

· The Group's involvement in exploration may result in the Group becoming subject to liability for pollution, leaks and other damage to the environment.

High

· Employment of a qualified chartered accountant to ensure financial and compliance reporting is provided in a timely manner.

· The Group hires qualified technicians to write and analyse resource data

· Employment of suitably qualified staff and external advisers to ensure full compliance

· The Group has an Anti-Fraud, Corruption and Bribery Policy in place which all employees are made aware of, alongside a Whistle blowing policy.

· Insurance in place

· Risk assessment and due diligence of all counterparties that the Group deals with

· Please see ESG policy

Country Risks

· Changes to the current political and regulatory environment in Kenya may adversely affect the Group

· Governments, regulations and the environmental laws may adversely change

· Licence renewal and continuance in force of appropriate surface and/or surface use contract may have a material adverse impact if not renewed.

· Sovereign risk including political, economic or social uncertainty, changes in policy, law or regulation

High

· Engaging in constructive discussions with Government and key stakeholders.

· Employment of suitably qualified staff and external advisers to ensure full compliance

· Regular monitoring of political, regulatory and HSSE changes.

· Diversification of operations and assets in different countries reduces single country risk.

SECTION 172 STATEMENT

The Directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. The Directors have regard to the interests of our Company employees and other stakeholders including our impact in the community, the environment and our reputation, when making their decisions. The Directors consider what is likely to promote the success of the Company for our members in the long-term in all their decision making. In doing so, they have had regard (amongst other matters) to:

· the likely consequences of any decision in the long term:

The Company's long-term strategic objectives, including progress made during the year and principal risks to these objectives, are shown on pages 15-16 above. The Company has invested significant funding to follow its strategy to upgrade and improve the mine site at Kilimapesa. These investments have been made to protect the long-term viability of the mine and the future of its employees.

· the interests of the Company's employees:

Our employees are fundamental to us achieving our long-term strategic objectives and the Company continues to invest in the well-being and training of its employees through regular training sessions. Caracal also has a preference to hire locally wherever possible.

· the need to foster the Company's business relationships with suppliers, customer and others, including government:

A consideration of our relationship with wider stakeholders and their impact on our long-term strategic objectives is disclosed above in our ESG policy statement on pages 12-14.

The Company has ensured that local suppliers are involved in the supply of goods and services to the Company by ensuring their involvement in the tendering process.

We maintain good relationships with both local and federal government officials.

· the impact of the Company's operations on the community and the environment:

The Group operates honestly and transparently by constantly reporting to the market and shareholders and by the senior staff and Board being available for discussion of specific issues. We consider the impact on the environment on our day-to-day operations and how we can minimise this. The Company is fully integrated with the local community and has appointed a Community Liaison Manager to maintain these relationships.

· the desirability of the Company maintaining a reputation for high standards of business conduct:

Our intention is to behave in a responsible manner, operating within the high standard of business conduct and good corporate governance. The Company has built a team of external professional advisors whose role is to provide advice and guidance on all aspects of the company's business and interactions with business and government.

Group Policies are being continuously developed on good governance and employee relationships within the business.

· the need to act fairly as between members of the Company:

Our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so that they too may benefit from the successful delivery of our strategic objectives.

· the need to have continued engagement, transparency and faith from all our shareholders.

We regularly engage with key shareholders and gauge their thoughts on the activities and operations of the company, whether it be expansion, exploration drilling results or general questions about the future running of the business.

In future the board and the Chief Executive Officer are looking at a more comprehensively enhanced Investor Relations programme.

__________________

Director

17 September 2024

DIRECTORS' REPORT

The directors present their report together with the audited consolidated financial statements of Caracal Gold Plc for the year ended 30 June 2023.

Principal Activity

The principal activity of the Company and its subsidiaries (the "Group") is the exploration, development and mining of gold in Kenya, exploration assets in Tanzania and the development of further projects to expand its operations within this industry.

In prior financial year, on 31 August 2021, the Company acquired the holding company of Mayflower Gold Investments Limited (MGIL) and thus a 100% indirect interest in Kilimapesa Gold Pty Ltd (KPGL), whose principal activity is an established gold mine and gold processing operation in Kenya. This was accounted for as a reverse acquisition - See note 5 below for further details. A contemporaneous placing was also completed on this date to raise funds for the Group's ongoing working capital requirements.

Results and Dividends

The results for the period and the financial position of the Group are shown in the following consolidated financial statements. The Group has incurred a pre-tax loss of £5.2m (2022: 18 month period loss of £15.5m). The Group has net liabilities of £7.3m (2022: £2.1m).

The Directors do not recommend the payment of a dividend (2022: £Nil). The nature of the Company's business means that it is unlikely that the Directors will recommend a dividend in the next few years. The Directors believe the Company should seek to generate capital growth for its Shareholders.

Financial and Performance Review

Income Statement

The gross loss for the period was £5.2m compared to the 15 month period prior year loss of £15.5m. This represents a decrease in one-off costs from the reverse acquisition and listing on the LSE in prior year rather than an underlying improvement in the production of the mine. Revenue was down 38% from £6.9m to £4.2m due to the reduction of gold production caused by several technical issues and underfunding of operations.

Administration costs decreased to £7.2m to £4.4m, as the Group continued to undertake cost management measures.

The one-off income in the year of £1.9m was related to the settlement of outstanding contingent liabilities through the renegotiation of the Tyacks Sale and Purchase Agreement (and settlement in shares) and the cancellation of the Performance Shares.

Statement of Financial Position

The increase in Intangible Assets from £2.4m to £3.1m represents further spend on the exploration and evaluation assets, taking total assets to £9.2m (2022: £10.2m) at year end.

The statement of financial position this year shows increased liabilities, which rose from £12.3m to £16.4m due to increased borrowing necessitated by funding shortages. The lack of gold production led to a reduction in assets (total assets fell from £10.2m to £9.2m), complicating the financial stability. In response, the company is endeavouring to raise further funds to ensure we can stabilise our financial position and prepare for future production.

Cash flows

Net cash outflows from operating activities decreased from £7.4m to £1.4m, which though an improvement still reflect the reduced operating capacity of the mine. Financing cashflows reduced from £8.9m to £2.9m, with the Group still requiring to source external funding to ensure that the mine reaches sustainable production levels in the imminent future.

Key Performance Indicators ("KPI's")

The Board has identified financial KPIs for the Group which allow them to monitor financial performance and plan future investment activities. These are detailed below.

	30 June 2023	(Restated) 30 June 2022
Revenue	£4,233,000	£6,858,000
Loss for the period	£6,241,000	£15,529,000
Cash and cash equivalents	£63,000	£80,000

Please note, that these KPIs are provisional and the Board will be looking to increase the number of KPIs, including non-financial KPIs, reported to the shareholders as the Group continues on its growth strategy.

Business Review and Future Developments

A review of the business and likely future developments of the Company are contained in the CEO's Statement above.

Going Concern

The directors have prepared the financial statements on a going concern basis. During the financial year, the Group has encountered significant challenges, including halted gold production, increased liabilities, liquidity pressures and lack of both financial and human resources. In response to these challenges, the directors have implemented cost-cutting measures, renegotiation of debt, and are currently pursuing various options to raise additional financing.

The directors have carefully considered the Group's current cash position, cash flow forecasts, and the future expected financial resources. Based on this review, the directors believe that the Group will have adequate resources to continue in operational existence for the foreseeable future.

However, we draw attention to the audit report, which includes a disclaimer of opinion on the financial statements. The auditors were unable to obtain sufficient appropriate audit evidence to support the directors' assessment of the Group's ability to continue as a going concern. This was due to the lack of reliable management accounts and up to date financial reporting which can clearly state the current financial position of the Group. Consequently, they have not been able to express an opinion on this matter.

The directors acknowledge the auditors' disclaimer of opinion but remain confident in the Group's ability to continue as a going concern based on the strategies and plans that are being put in place. As such, the financial statements have been prepared on a going concern basis, and no adjustments have been made to reflect any potential inability of the Group to continue as a going concern.

Risk Management

There is no formal programme of hedging for either commodity, interest rate or foreign exchange at this stage. However, where appropriate, such risks are managed through purchase or sale contracts with suppliers, banks or other institutions or companies.

Financial risk management is detailed out in note 4 to these consolidated financial statements.

Principal Risks and Uncertainties

The principal risks and uncertainties are included in the Strategic Report above and note 4 to these consolidated financial statements.

Gender of Directors and Employees

The Board of Directors consists of three white male Directors. The Board recognises that it currently does not meet the requirements of the diversity targets as detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements, on gender or ethnicity. It has no female or ethnic minority representation on the current Board. It is aware of these facts and that as it grows, it will look to recruit and develop a diverse and more gender-balanced team.

Share Capital and Substantial Share Interests

The Company has been notified of the following interests of 3 per cent. or more in its issued share capital as at 13 June 2024:

	Shareholding	Percentage of the Company's Ordinary Share Capital
Vidacos Nominees Limited	555,746,490	26.0%
Hargreaves Lansdown (Nominees) Limited	483,003,512	22.6%
HSDL Nominees Limited	281,117,867	13.2%
Interactive Investor Services Limited	297,913,618	13.9%
GHC Nominees Limited	99,416,843	4.7%
HSBC Client Holdings Nominee (UK) Limited	91,502,018	4.3%
Mr John Mark Stanley	66,666,667	3.1%
Aurora Nominees Limited	78,795,207	3.7%

Directors

The directors of the Company who served during the year ended 30 June 2023 and to the date of this report are listed below:

Robbie McCrae

Simon Grant Rennick appointed 26 April 2023

Stefan Muller appointed 18 July 2022

Simon Games-Thomas resigned 9 January 2023

Rachel Johnston resigned 19 July 2023

Gerard Kisbey-Green resigned 12 June 2023

Riaan Lombard resigned 12 June 2023

H.E. Dan Kazungu resigned 12 June 2023

Directors' interests

The beneficial interests of the Directors who held office at 30 June 2023 and their connected parties in the share capital of the Company is included in the Remuneration Report on pages 32-36.

Directors' remuneration

Directors' remuneration is disclosed in the Remuneration Report.

Supplier Payment Policy

It is the Company's payment policy to pay its suppliers in conformance with industry norms. However, it is recognised that during this difficult liquidity period trade payables have not been paid in a timely manner and within contractual terms. The Board are aware of this failure and have been in contact with all creditors to establish repayment plans as soon as further funding is forthcoming.

Environmental And Social Governance ("ESG") And Streamlined Energy And Carbon Reporting

This is referred to in the Strategic Report above.

Financial risk and management of capital

The major balances and financial risks to which the Company is exposed to and the controls in place to minimise those risks are disclosed in Note 4.

The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Corporate Governance

A report on Corporate Governance is set out below in the Corporate Governance Report.

Provision of Information to Auditors

The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as they are individually aware, there is no relevant audit information of which the Group's auditor is unaware; and each Director has taken all the steps that they ought to have taken as Director to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

PKF Littlejohn have stated that they will not be seeking reappointment as the Company's auditors for the next financial year as a result of the Disclaimer of Opinion. The Board have initiated the process of appointing a new audit firm and will update our stakeholders accordingly once the selection process is complete. The Board would like to thank PKF Littlejohn for their professional service and support over the past years.

Annual general meeting

The Company will hold its annual general meeting for 2024 and the date will be announced on the Company website.

Political and charitable contributions

The Company have not yet made a charitable donation in 2023 (2022: £nil). No political donations were made in either year.

Post Balance Sheet Events

Details of post reporting date events are disclosed in Note 30 to the accounts.

Website Publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on its website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Statement of Directors Responsibilities

The Directors are responsible for preparing the Annual Report, Report of the Directors, Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with UK-adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent; and

· prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Directors' Responsibility Statement Pursuant to Disclosure and Transparent Rules

Each of the Directors, confirm that, to the best of their knowledge and belief:

• The Financial Statements prepared in accordance with UK-adopted international accounting standards and give a true and fair view of the assets, liabilities, financial position and loss of the Group and Company; and

• the Annual Report and Financial Statements, including the Business review, includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

This report was approved and authorised for issue by the board on 17 September 2024 and signed on its behalf by:

Director

CORPORATE GOVERNANCE REPORT

Introduction:

As a Standard listed company Caracal is not required to follow the UK Code of Corporate Governance. However, the Directors recognise the importance of sound corporate governance and are currently in the process of applying The Quoted Company Alliance Corporate Governance Code for Small and Medium size Companies (2018) (the 'QCA Code') to their corporate processes. They believe this is the most appropriate recognised governance code for a company of the Company's size and with a Standard Listing on the London Stock Exchange.

They are aware that there are currently several areas of non-compliance which include: (i) the formal developments and publication of Key Performance Indicators ("KPIs") that are relevant to the business (only financial KPIs have been included above), (ii) the adoption of an appropriate Corporate & Social Responsibility ("CSR") policy and (iii) the formal sitting of separate Committees. The Board will, once the funding has been finalised, ensure that all areas on non-compliance are addressed, new processes are implemented and adhered to. The Board's short term focus is to address the issues pertaining to going concern.

The QCA Code has ten principles of corporate governance that the Company is committed to apply within the foundations of the business by the end of the next financial reporting period. These principles are:

1. Establish a strategy and business model which promote long-term value for shareholders;

2. Seek to understand and meet shareholder needs and expectations;

3. Take into account wider stakeholder and social responsibilities and their implications for long term success;

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;

5. Maintain the board as a well-functioning balanced team led by the Chair;

6. Ensure that between them the Directors have the necessary up to date experience, skills and capabilities;

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;

8. Promote a corporate culture that is based on ethical values and behaviours;

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Here follows a short explanation of how the Company applies each of the principles, including where applicable an explanation of why there is a deviation from those principles.

Principle One

Business Model and Strategy

The Group has a mining licence in Kenya and has also acquired several exploration licences in Tanzania. It has a clear strategy of exploring and developing this and future opportunities which has been set out in the Chief Executive's Statement. Further to earlier comments on risk and strategy the company is committed to broadening its area and scope of operations as appropriate.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Shareholders will be encouraged to attend the AGM and ask the directors questions and the website will be maintained to ensure all contemporary communications are added timeously.

Principle Three

Considering wider stakeholder and social responsibilities

The Board recognises that the long-term success of the Company is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Company has created close ongoing relationships with a broad range of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and provide feedback to the Company. The Company is committed to delivering lasting benefit to the local communities and environments where we work as well as to our shareholders, employees and contractors. As the company evolves, we anticipate that this aspect of community engagement will evolve further.

Principle Four

Risk Management

The Board is responsible for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Group. The Group maintains appropriate insurance cover in respect of legal actions against the Directors as well as against material loss or claims against the Group. The principal risks and uncertainties are as set out in the Strategic Report.

The Group does not currently have an internal audit function due to the small size of the Group and limited resources available. The requirement for an internal audit function is kept under review.

Principle Five

A Well-Functioning Board of Directors

The Board will maintain a balance of executives and non-executive directors. At the start of the period there were 4 non-executive Directors including the Chairman and 2 executive Directors. During the period the non-executive Chairman (13^th Jan 2023), Mr Gerard Kisbey-Green and Mr Daniel Kazungu resigned as non-executive Directors and Mr Riaan Lombard resigned as executive Director (12^th June 2023). Mr Simon Grant Rennick joined the Board as executive Chairman (April 2023). At the end of the period the Board consisted of 2 executive and 2 non-executive Directors. Post the period end Ms Rachel Johnston resigned as non-executive Director. The Board intend to appoint 2 additional non-executive Directors in the future.

Further information about the directors can be found on the company website at www.caracalgold.com. The biographical details of these Directors are set out within Principle Six below. All Directors are subject to re-election in accordance with the Company's articles of association ("Articles"). The Company's Articles state that one-third of the Directors shall retire by rotation and be subject to re-election at each Annual General Meeting.

The Board meets formally in person and by telephone multiple times throughout the year and at least four times per year. The Board also holds regular informal project appraisal and strategy discussions, to examine operations, opportunities and assess risks.

The directors encourage a collaborative Board culture to ensure that each decision reached is always in the Company's and its shareholders' best interests and that any one individual opinion never dominates the decision-making process. The Board seeks, so far as possible, to achieve decisions by consensus and all directors are encouraged to use their independent judgement and to challenge all matters whether strategic or operational.

The Group currently does not have a separate Remuneration and Audit Committee but all three Directors are active on each Committee. These Committees will be reconstituted in the near future on appointment of an increased number of directors. The Committees operated for a short time during the period under review but issues pertaining to both these Committees have now formed part of the main Board until the appointment of more directors as mentioned previously.

Attendance at Board and Committee Meetings

The Group will report annually in the Directors' Report on the number of Board and committee meetings held during the year and the attendance record of individual Directors. Directors meet formally and informally both in person and by telephone. To date the following directors have attended the following meetings:

Director	Board Meetings	Audit Committee	Remuneration Committee
Simon Grant Rennick	3	-	-
Robbie McCrae	12	-	-
Gerard Kisbey-Green	11	-	-
Simon Games- Thomas	6	1	1
Rachel Johnston	12	1	1
Dan Kazungu	12	1	1
Stefan Muller	10	-	-

Principle Six

Appropriate Skills and Experience of the Directors

The Company believes that the Directors have wide ranging experience working for/and/or advising businesses operating within the natural resources sector. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy.

The Board recognises that it currently does not meet the requirements of the diversity targets as detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements, on gender or ethnicity. It has no female or ethnic minority representation on the current Board. It is aware, that as it grows, it will look to recruit and develop a diverse and more gender-balanced team.

Although there is no formal process to keep Directors' skill sets up to date at present the Board will look to implement access to training where skill gaps have been highlighted. However, the Company's lawyers and brokers provide regular updates on governance, financial reporting and Listing rules and the Board is able to obtain advice from other external bodies when necessary.

Board Advice During the Period

During the period the Board received advice from Marriot Harrison with respect to corporate governance and compliance.

Biographies of the current Board are as included below. The Company have not included the Directors who are not in position at the date of this report and accounts.

Simon Grant Rennick - Chairman (born 1957, aged 66)

Mr Grant Rennick is a graduate of the Cambourne School of Mines. His expertise encompasses not only mining and minerals but also metals, agriculture, and property. He has managed mining companies, both public and private, in Uganda, Malawi, Kenya, Mexico and Botswana; metal trading businesses in Bermuda and in the UK; was a co-founder of Industrial Mineral Finance House which provides consultancy services covering all aspects of the industrial minerals' sector; and established a property development business (since sold).

Robert Andrew McCrae, Executive Director (born 1973, aged: 50)

Robert McCrae has over 25 years' experience in the mining and exploration industry in Africa. Mr McCrae qualified with a BCom Economics and Financing from the University of Witwatersrand. He has been involved in the exploration, development and financing of projects in over 15 African countries across a broad range of commodities including precious metals, gemstones, base metal, bulk commodities and industrial minerals. He has managed both the development of these projects for both private and listed companies and has acted in roles of project owner as well as project/construction contractor. Mr McCrae was the founding shareholder of Mining Project Development ltd, which owned the Zanaga Iron Ore Project in the Republic of Congo prior to its acquisition by Glencore.

Mr McCrae has held senior executive management positions with a number of Australian Securities Exchange listed mining and exploration companies, including CEO of Minbos Resources, which had several high-grade phosphate projects in Angola and the Democratic Republic of Congo and COO of Black Mountain Resources which operated a high grade vermiculite mine and phosphate exploration project located in Uganda. He was also a founder of Luiri Gold Limited, which explored and developed gold projects in Zambia and where he was also involved on the listing onto the Toronto Stock Exchange. Between 1994 and 2006, Mr McCrae was Director, Business Development of MDM Engineering (Pty) ltd, an African focused natural resource contracting and process engineering companies in Africa, which was responsible for the construction of processing plants for a number of major gold and copper operations throughout Africa.

Stefan Muller, non-executive Director (born 1971, aged: 52)

Mr. Müller has extensive corporate and financial experience having supported over 250 capital market transactions during his career and served on the boards of a number of national and international companies. He started his career at Dresdner Bank AG in international securities trading before becoming Senior Vice President at Bankhaus Sal Oppenheim (Europe's largest private bank at the time). He subsequently worked in asset management before founding DGWA - Deutsche Gesellschaft für Wertpapieranalyse GmbH (German Institute for Asset and Equity Allocation and Valuation), a German Investment Banking Boutique focused on the global mining and resources industry, where he is still CEO. He is also a board member of the German Federation of International Mining and Mineral Resources (FAB), and a member of the DIN Technical Committee, which is establishing a new ISO standard for lithium. His corporate and financial experience will support the Company in delivering on its growth strategy.

Principle Seven

Evaluation of Board Performance

Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.

Principle Eight

Corporate Culture

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole which in turn will impact the Group's performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike throughout the entire organisation. The Group strives to achieve and maintain an open and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through everything that the Group does. The Directors are focused on ensuring that the Group maintains an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has adopted, a code for Directors' dealings in securities which is appropriate for a company whose securities are traded on this main market and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.

Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and corruption and has recently put an anti-bribery and corruption policy in place to protect the Group, its employees and those third parties to which the business engages with.

Principle Nine

Maintenance of Governance Structures and Processes

The Group's governance structures are appropriate for a company of its size. The Board also meets regularly and the Directors continuously maintain an informal dialogue between themselves. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while the execution of the Group's investment strategy is a matter reserved for the Chief Executive. The current Governance structure is outlined below:

Audit committee

The committee met once during the period and seized to function after the Chairman of the committee resigned. The company will reinstate the committee in due course. Currently, the Board act as the Audit Committee.

The Audit Committee comprised the three directors: Simon Games-Thomas, Rachel Johnston and H.E. Dan Kazungu and the Chief Financial Officer and met once during the period. This responsibility has now been taken over by the Board who will follow the committee's terms of reference which are in accordance with the UK Corporate Governance Code. The committee has been established to review the company's financial and accounting policies, interim and final results and annual report prior to their submission to the board, together with management reports on accounting matters and internal control and risk management systems. It reviews the auditors' management letter and considers any financial or other matters raised by both the auditors and employees.

The committee considers the independence of the external auditors and ensures that, before any non-audit services are provided by the external auditors, they will not impair the auditors' objectivity and independence. Before the current auditors were appointed, they had acted as the Company's Reporting Accountants. Any future work by the auditors for non-audit services will need to be approved by the Board to ensure it does not affect the independence or objectivity of the external auditor.

The Group does not currently have an internal audit function but will continue to monitor the situation and look to hire an internal auditor if this is deemed necessary in the light of the resignation of PKF Littlejohn LLP.

Remuneration committee

The committee met once during the period and ceased to function after the Chairman of the committee resigned. The company will reinstate the committee in due course. Currently, the Board act as the Remuneration Committee.

Before this departure, the Remuneration Committee comprised the three directors: H.E. Dan Kazungu (Chair), Simon Games-Thomas and Rachel Johnston and met once in the period before the Board took over its functions. The primary function of the Committee is to advise the board on overall remuneration packages of the directors after consideration of remuneration policies, employment terms, current remunerations of the Board and advisors and the policies of comparable companies in the Industry. No third parties have provided advice that materially assisted the Remuneration Committee during the year.

The remuneration committee determines the company's policy for the remuneration of executive directors, having regard to the UK Corporate Governance Code and its provisions on directors' remuneration. This is set out in the Directors' Remuneration report.

Principle Ten

Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on the LSE's Main Market. All shareholders are encouraged to attend the Company's Annual General Meeting where they will be given the opportunity to interact with the Directors.

Investors also have access to current information on the Company through its website, www.caracalgold.com, and via the Executive Chairman, who is available to answer investor relations enquiries.

REPORT OF THE BOARD/AUDIT COMMITTEE

This report is prepared in accordance with the Quoted Companies Alliance (QCA) corporate governance code for small and mid-sized quoted companies, revised in April 2018. A summary of the Committee's role and membership can be found in the Governance section of this Annual Report. Only one official committee meeting was held in the year, since this time the whole Board has been acting as the Committee and have met with the external auditors during the planning and at the end of the audit process to ensure the following significant issues were considered.

Significant issue	Summary of significant issue	Actions and conclusion
Valuation of PPE and valuation of Producing Mines (Group)	There is the requirement in terms of IAS 36 to ensure that the carrying value of PPE (£2.3 m) and mine development assets (£3m) are supported. There is a risk that the carrying value of these assets are overstated and therefore impairment will need to be recorded against the book values.	Management prepared a Group discounted Cash Flow Model of the Mine which shows an NPV of the Mine in excess of the carrying value. This included a review of the key inputs to ensure that when challenged by certain sensitivities the carrying value of the assets was still not impaired. The Directors concluded that no impairment needs to be recorded. The Directors note the disclaimer in the audit report concerning the lack of financial reports available to the Auditors to be able to support the realisable value of the assets.
Valuation and allocation and classification of exploration and evaluation assets (Group)	There is a risk that these assets have been incorrectly capitalised in accordance with IFRS 6 and that there could be indicators of impairment as at 30 June 2023. Management's assessment of impairment under IFRS 6 requires estimation and judgement, particularly in early-stage exploration projects. There is a risk that the carrying value of these intangible assets are overstated.	Management prepared an assessment of impairment indicators and considered whether there are any of the indicators of impairment in line with the criteria set out in IFRS 6. This did not highlight any impairment indicators and as such an IAS 36 impairment assessment was not required. The Directors note the disclaimer in the audit report and will consider impairments during the next financial year, if appropriate.
Valuation and allocation, existence and completeness of inventory (Kilimapesa Gold (PTY) Limited)	Inventory includes mined gold and consumables for use in exploration activities and materials for operational use at the mine site and represents a key balance for the company. There is a risk of material overstatement of inventory balances due to incorrect valuation basis or inaccurate reporting of stock quantities held at year end.	The Directors are satisfied that a stock count was completed at year end and the correct valuation of stock was reported. They are aware that the auditors were not able to attend this stock count due to their engagement after the year end, but were comfortable that the procedures followed led to accurate reporting of this balance.
Going Concern	Assessment of the Groups' ability to continue as a going concern as part of the preparation of the financial statements. This includes considering whether the Group has adequate resources to continue in operation for the foreseeable future from the date of anticipated signing of the financial statements. The assessment of going concern covers a period of at least 12 months from the date of signing the financial statements.	The Group has new debt servicing in place from Koenig ($1.4m) and a $5m CLN facility with Orca of which only $1m has been drawn at year end. It has more recently secured a bridging loan of $250,000 with CSS Alpha and on 21 June 2024 announced further funding from Cynergy Global Limited (see note 30 for further details). Finally, it is also in the process of raising further finance though the issue of shares on the LSE, which is expected to be completed by Q4 of 2024. However, we draw attention to the audit report, which includes a disclaimer of opinion on the financial statements as the auditors were unable to obtain sufficient appropriate audit evidence to support the directors' assessment of the Group's ability to continue as a going concern. The Directors acknowledge the auditors' disclaimer of opinion but remain confident in the Group's ability to continue as a going concern based on the strategies and plans that are being put in place.

External Auditor's Fees for Non-Audit Services

There were no fees for Non-Audit Services in the current year. The external auditor acted as the Company's Reporting Accountant in the prior year. This was approved by the Board as they concluded that it did not affect the independence or objectivity of the external auditor and it was considered to be one-off non-recurring work. Fees paid during the year for audit and non-audit services may be found in note 8 to the accounts.

Objectivity and Independence

The Board/Committee continues to monitor the Auditor's objectivity and independence and is satisfied that PKF and the Company have appropriate policies and procedures in place to ensure that these requirements are not compromised.

Appointment of External Auditor

PKF Littlejohn have stated that they will not be seeking reappointment as the Company's auditors for the next financial year as a result of the disclaimer included within their audit report. The Board have initiated the process of appointing a new audit firm and will update our stakeholders accordingly once the selection process is complete. The Board would like to thank PKF Littlejohn for their professional service and support over the past years.

Internal controls/audit

The Directors acknowledge their responsibility for the Groups' system of internal control and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware no system can provide absolute assurance against material misstatement or loss, regular review or internal controls are undertaken to ensure that they are adequate and effective.

The Group does not currently have an internal audit function due to the small size of the Group and limited resources available. The requirement for an internal audit function is kept under review.

Whistleblowing

The Group has adopted a formal whistleblowing policy which aims to promote a very open dialogue with all its employees which gives every opportunity for employees to raise concerns about possible improprieties in financial reporting or other matters.

The Bribery Act 2010

The Board is committed to acting ethically, fairly and with integrity in all its endeavours and compliance of the code is closely monitored.

Market Abuse Regulations

The Group is required to comply with article 18(2) of the Market Abuse Regulation ("MAR") with reference to insider dealing and unlawful disclosure of inside information. The FCA requires traded companies to maintain insider lists as set out in the MAR. The Board has put in place a MAR compliance process and has established a Compliance Committee. This and the Company's regulatory announcements are overseen by the Board of Directors.

On Behalf of the Board

Director

DIRECTORS' REMUNERATION REPORT

Introduction

The Company does not currently have a separate Remuneration Committee. The Committee was in place until the resignation of its Chair in January 2023. Since this time all of the Board have been involved in reviewing the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the Group and Directors. The Company will look to re-establish a separate Committee in the coming year. For this report Board and Remuneration Committee represent the same Directors.

The Company's auditors, PKF Littlejohn LLP are required by law to audit certain disclosures and where disclosures have been audited, they are indicated as such.

Remuneration Policy (as set prior to January 2023)

The Committee, in forming its policy on remuneration, gives due consideration to the needs of the Group, the shareholders, and the provisions of the QCA Code. The ongoing policy of the Committee is to provide competitive remuneration packages to enable the Group to retain and motivate its key executives and to cost-effectively incentivise them to deliver long-term shareholder value. It also applies the broader principle that Caracal Gold's executive remuneration should be competitive with the remuneration of directors of comparable companies. The Committee keeps itself informed of relevant developments and best practice in the field of remuneration and seeks advice where appropriate from external advisers. It maintains oversight of the remuneration of staff, which is the responsibility of the Chief Executive Officer.

Remuneration Committee

The Remuneration Committee currently consists of all Board members (since January 2023). This Committee's primary function is to review the performance of executive and non-executive directors and senior employees and set their remuneration and other terms of employment.

The key activities of the Remuneration Committee are:

• to determine the framework or broad policy for the remuneration of the Company's chair, chief executive, and such other members of the executive management as it is designated to consider;

• in determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements;

• recommend and monitor the level and structure of remuneration for senior management;

• when setting remuneration policy for directors, review and have regard to the remuneration trends across the Company, and review the on-going appropriateness and relevance of the remuneration policy;

• obtain reliable, up-to-date information about remuneration in other companies;

• approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

• ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and

• oversee any major changes in employee benefits structures throughout the Company.

Directors' remuneration (audited):

				12 month period ended 30 June 2023 £'000	18 month period ended 30 June 2022 £'000	% Change in total Salary/fees from prior year
	Salary /Fees	Bonus	Termination Fees	Total	Total
	£'000	£'000		£'000	£'000	%
Non-Executive Directors				(Note a)
Stefan Muller¹	34	-	-	34	-	N/A
Rachel Johnston²	25	-	6	31	10	N/A
Daniel Muzee³	29	-	15	44	4	N/A
Anthony Eastman⁴	-	-	-	-	30	N/A
Lord Monson⁴	-	-	-	-	30	N/A
Simon Games-Thomas⁵	24	-	23	47	56	N/A
Subtotal	112	-	44	155	130
Executive Directors
Robbie McCrae⁶	180	-	-	180	234	(15%)
Simon Grant Rennick⁷	52	85*	-	137	-	N/A
Gerard Kisbey-Green⁸	143	-	75	218	166	N/A
James Longley⁹	-	-	-	-	173	N/A
Charles Tatnall⁹	-	-	-	-	163	N/A
Riaan Lombard¹⁰	157	-	42	199	-	N/A
Subtotal	532	85		734	736
Total	644	85	161	889	866

(Note a) - as at 30 June 2023 Director's salaries and fees of £612,000 are outstanding.

¹ Appointed as a director 18 July 2022

² Appointed as a director on 31 January 2022, resigned 19 July 2023

³ Appointed as a director 7 March 2022, resigned 12 June 2023

⁴ Resigned as a director on 31 August 2021

⁵ Appointed as a director on 31 August 2021, resigned 9 January 2023

⁶ Appointed as a director 31 August 2021

⁷ Appointed as a director 26 April 2023

⁸ Appointed as a director 31 August 2021, resigned 12 June 2023

⁹ Resigned as a director 5 February 2022

¹⁰ Appointed as a director 18 July 2022, resigned 12 June 2023

*this relates to a signing on bonus of 20 million ordinary shares to be issued on the approval of the Prospectus.

The highest paid Director in the year was paid £218,000 (2022: £173,000). Although the majority of these fees are still outstanding and will be settled in shares.

Directors' interests in shares and warrants

At the date of this report the directors and their connected parties held the following beneficial interest in the ordinary share capital of the Company:

Director	Shareholding		Percentage of the Company's Ordinary Share Capital		Warrants
	2023	2022	2023	2022	2023	2022
Simon Grant Rennick	-	-	-	-	-	-
Rachel Johnston	-	-	-	-	-	-
Simon Games-Thomas	-	-	-	-	-	15,000,000
Gerard Kisbey-Green	-	55,300,000	-	2.9%	-	30,000,000
Riaan Lombard	-	-	-	-	-	-
Robbie McCrae	-	102,500,000	-	5.5%	-	30,000,000
Stefan Muller*	3,350,000	-	-	-	-	-
Daniel Kazungu	-	-	-	-	-	-

*held indirectly through DGWA, in which he holds 100% of the issued share capital

The shares belonging to Gerard Kisbey-Green and Robbie McCrae were transferred as part of the settlement agreement to Mill End Capital Limited. The Company will issue 98,500,000 ordinary shares to Robert McCrae (or a company nominated by him) and 55,300,000 ordinary shares to Gerard Kisbey Green on the date of the Prospectus. See note 20 for further details of this arrangement.

At the date of this Report and Accounts there are no unexercised management equity incentives. All of the Performance Shares and Warrants granted in the prior year either expired or were cancelled in the current year.

Remuneration Components

The main components of Director remuneration that are currently considered by the Board for the remuneration of directors are base salaries, cash bonuses and share-based payments which were included in the Prospectus as part of the acquisition.

The following are the agreed Annual Base Salaries:

	Position	Annual Salary

Simon Grant Rennick*	Chairman, Executive	£120,000
Robbie McCrae	Chief Executive Officer	£180,000
Gerard Kisbey-Green**	Technical Executive Director	£150,000
Riaan Lombard**	Chief Operating Officer	£168,775 ($204,000)

*This director will also receive a bonus of 20,000,000 shares (fair valued at £85,000) on date of appointment, subject to the completion of the Prospectus, which is expected to be completed following the publication of this report and accounts.

	Position	Annual Salary

Simon Games-Thomas**	Chairman, Non-Executive	£45,000
Rachel Johnston**	Non-Executive	£25,000
Dan Kazungu**	Non-Executive	£30,000
Stefan Muller	Non-Executive	£36,000

**These directors are no longer in position at the date of these report and accounts.

No pension contributions were made by the company on behalf of its directors, and no excess retirement benefits have been paid out to current or past directors. The Company has not paid any compensation to past Directors.

Presently, the Company have no set KPIs for the directors although this is set to be reviewed in the coming accounting year.

Recruitment Policy

Base salary levels will take into account market data for the relevant role, internal relativities, their individual experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time, subject to performance in the role. Benefits will generally be in accordance with the approved policy. For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.

Payment for loss of Office (audited)

The Committee will honour the Executive Director's contractual entitlements. Service contracts do not contain liquidated damages clauses. If a contract is to be terminated, the Committee will determine such mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and its Executive Director or employees, providing for compensation for loss of office or employment that occurs because of a takeover bid.

The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director's office or employment.

Service Agreements and letters of appointment (unaudited)

Executive Directors	Date of Service Agreement	Term	Terminated	Notice period

Simon Grant Rennick	26 January 2023	N/A	N/A	6 months
Gerard Kisbey-Green*	31 August 2021	N/A	12 June 2023	6 months
Robbie McCrae	31 August 2021	N/A	N/A	3 months
Riaan Lombard*	18 July 2022	N/A	12 June 2023	3 months

Non-Executive Directors	Date of Service Agreement/Letter of Appointment	Term	Terminated	Notice period

Stefan Muller	18 July 2022	N/A	N/A	6 months
Simon Games-Thomas	31 August 2021	N/A*	9 January 2023	6 months
Dan Kazungu*	1 March 2022	N/A*	12 June 2023	3 months
Rachel Johnston*	31 January 2022	N/A*	19 July 2023	3 months

*These directors are no longer in position at the date of these report and accounts.

The terms of all Directors' appointments are subject to their re-election by the Company's shareholders at any Annual General Meeting at which all Directors stand for re-election.

Percentage change tables (unaudited)

The annual salary of any current serving Directors has not changed since prior year. The percentage increase in overall annualised Directors' remuneration is 56%. This is in part due to the resignations of several directors and the payments for their termination periods.

Company performance graph (unaudited)

The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful in its position as a mining company during its second year on the LSE and in light of its current suspension. The Directors will review the inclusion of this table for future reports.

Relative Importance of spend on pay (audited)

The table below illustrates a comparison between total remuneration to distributions to

shareholders and loss before tax for the financial period ended 30 June 2023 and 30 June 2022:

Year ended	Employee remuneration	Distributions to shareholders	Operational cash inflow /(outflow)
	£	£	£
30 June 2023	2,046,000	-	(1,404,000)
30 June 2022	2,068,000	-	(7,386,000)

Employee remuneration does not include fees payable to the Directors. Further details on employee remuneration are provided in note 9.

Operational cash outflow has been shown in the table above as cash flow monitoring and forecasting in an important consideration for the Board when determining cash-based remuneration for Directors and employees.

Approval by shareholders

At the next annual general meeting of the company a resolution approving this report is to be proposed as an ordinary resolution. The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

This report was approved by the board on 17 September 2024.

On Behalf of the Board

Simon Grant Rennick (Committee Member, Group Chairman)

Independent auditor's report to the members of Caracal Gold plc

We were engaged to audit the financial statements of Caracal Gold plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise of the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

We do not express an opinion on the accompanying financial statements of the group and parent company. Because of the significance of the matters described in the Basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

In seeking to form an opinion on the financial statements, we considered the implications of the significant uncertainties disclosed in the financial statements concerning the following matters:

· We have not been able to obtain an appropriate financial forecast from management supporting the assessment of the group and parent company's ability to continue as a going concern.

· Sufficient appropriate audit evidence could not be obtained regarding the performance and position of the Group post year end as management accounts have not been prepared.

· As at 30 June 2023, the group reported net current liabilities of £13,257,000, with significant balances owed to short term creditors. The group requires funding to repay these balances and / or to obtain agreements to defer them.

· Failure to obtain additional funding, of which the quantum required is unknown due to the lack of a financial forecast and management accounts, may result in the value of the group's and company's assets not being realised, as their assets' (including Mining assets of x, Evaluation and Exploration asset of x, Investments of x and Receivables of x) are key for the Group and Company to generate returns. Although information was provided about future funding possibilities, the audit team has not been able to verify any of the information as at the date of the audit report given the lack of an appropriate financial forecast and management accounts. Whilst the group has generated cash from gold production in the past, this has been insufficient to meet the working capital requirements of the group and given the lack of current year financial information there is no support available as to whether or not profitable financial performance is being sufficiently achieved and that the funds raised are sufficient.

· The inability to assess whether the group is a going concern creates an inherent uncertainty as to when the decommissioning will occur. As a result there exists insufficient information on which to value the decommissioning provision.

· Due to the prior year audit fees not being settled in a timely manner, the audit team were unable to attend the year-end inventory count until after the prior year audit fees had been settled and we were unable to perform roll-back procedures. As a result, we have not been able to obtain sufficient appropriate audit evidence to conclude on the existence of the inventory balance at year-end.

· A prior year adjustment of £642,000 was posted within the local Kilimepasa Gold (Pty) Limited financial statements relating to payables purportedly included within the incorrect financial period. These adjustments have not been amended at a group level and insufficient information has been provided to assess the appropriateness of the accounting of these balances.

· We were unable to obtain sufficient and appropriate audit evidence to support £152,000 of administration expenses within the subsidiary, Tyacks Limited, and any linked creditors.

· Investor warrants issued have been recognised within the financial statements a as part of a share-based payment and have been recognised from the grant date, vesting over a period of time. However, since the investor warrants fall within the scope of IAS 32 Financial Instruments, it is considered that they should be recognised at the transaction date when exercised.

· A prior year adjustment (see note 3b) has been posted relating to capitalised land leases, which has resulted in the inclusion of right-of-use assets of £445k (2022: £619k) and corresponding lease liabilities of £544k (2022: £724k) in the Consolidated Statement of Financial Position. Land leases related to mineral resources which fall outside of the scope of IFRS 16 Leases and, therefore, should not have been accounted for in accordance with this accounting standard. The cumulative effect of the incorrect interpretation of the applicable financial reporting standard was £99k, In addition the prior year adjustment has not been accounted for in accordance with IAS 8 (Accounting Policies, changes in estimates and errors) as the opening balances of assets, liabilities and equity for the earliest prior period presented (being 1 July 2021) has not been restated since the error occurred before the earliest period presented.

· As a result of the above, we were unable to determine whether any adjustments might have been found necessary in respect of the measurement and presentation of the financial statements and related disclosures.

Due to the cumulative effect of the uncertainties noted above, we are unable to form an opinion on the financial statements of the group and parent company.

Our application of materiality

We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

	Group financial statements	Parent company financial statements
Overall materiality	£85,000 (2022: £549,000)	£65,500 (2022: £250,600)
Performance materiality	£42,500 (2022: £356,800)	£32,750 (2022: £163,000)
Basis for determining materiality	1% of Gross Assets (2022: 5% of adjusted losses before tax)	1% of Gross Assets (2022: 5% of losses before tax)
Rationale for the benchmark applied	We believe gross assets is appropriate as there is only one company (Kilimapesa Pty Gold in Kenya) within the group that is in the production phase and thus the carrying value of the group assets is significant to the financial statements users. Furthermore, Kilimapesa has not been in production for the full year and therefore the value of the assets is the main area of focus for the group. and its stakeholders and thus the basis for calculation of materiality. The audit team is informed that the production is not near capacity and the mine has the ability to improve output, making a benchmark based on profits or losses no longer appropriate. In 2022, we assessed losses before tax as the appropriate benchmark to determine group materiality given the significant amounts of revenues and expenses occurred in Kilimapesa Pty Gold (main trading subsidiary). Furthermore, the parent company incurred material expenses due to listing in the prior period, and as such losses before tax was adjusted for this one off expense.

Performance materiality for the group financial statements was set at 50% of the respective overall materiality. The performance materiality for the group and parent company is based on our assessment of the relevant risk factors such as the control environment, and the level of estimation inherent within the group and parent company.

We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our audit with a value in excess of £4,250 (2022: £27,000) for the group and £3,275 (2022: £11,500) for the parent company. We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

We allocated a component materiality to Kilimapesa Pty Gold of £62,000 and performance materiality of £31,000. Similar to the group and the parent company, given the lack of production in the current year, materiality has been allocated to the component based on its share of the assets within the group.

Our approach to the audit

The scope of our audit was influenced by our application of materiality.

In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Of the components of the group, a full scope audit was performed on the complete financial information of two components, and for the components not considered significant, we performed an analytical review together with substantive testing as appropriate on some areas based on group audit risk applicable to those components

The two components that were subject to a full scope audit were the parent entity and the subsidiary located in Kenya, Kilimapesa Pty Gold. The component auditor worked under our direct instruction. The audit of the remaining components was performed in London, conducted by us using a team with specific experience of auditing mining and publicly listed entities. The Senior Statutory Auditor interacted regularly with the component audit team during all stages of the audit and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the group and parent company financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for disclaimer of opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our scope addressed this matter

Valuation of property, plant and equipment (Group)

There is the requirement in terms of IAS 36, Impairment of Assets to ensure that the carrying value of property, plant and equipment as per note 16 of £4,974,000 (2022 as restated: £6,230,000) as derived from management judgements, are appropriate.

As at year end the entity has experienced difficulties in running the production activities of their main operational entity in Kenya, Kilimapesa Pty Gold, effectively, resulting in increased losses.

There is a significant risk that the assets' carrying values are no longer supported and therefore the valuation of property, plant and equipment has been considered to be a key audit matter due to the level of management estimates and judgement required and uncertainties related to production activities.

Our work in this area included:

· Discussing with management and obtaining an understanding of the operating activity and development of the assets undertaken in the year and future plans;

· Examining title documents such as licence agreements and other supporting documentation to assess the legal and beneficial ownership of the mines;

· Reviewing management's assessment of impairment indicators for the mines against the criteria in IAS 36 in order to determine whether the assessment is complete and appropriate;

· Obtaining and reviewing the key inputs and assumptions in the group's discounted cash flow models and challenging the reasonableness of the key inputs and assumptions included in the models such as gold prices, reserves, capital expenditure, interest rates and discount rates;

· Testing the mathematical accuracy of the group's models and assessing the appropriateness of the models to ascertain whether they are in line with our expectations;

· Reviewing the reserve reports in relation to the mine and assessing the competence, capabilities and objectivity of the competent person, as well as engaging an auditor's expert to perform a review; and

· Reviewing the disclosures made in the financial statements to ensure that all disclosure requirements have been met.

As noted in the Basis for disclaimer of opinion section of this report, the audit team has not been able to obtain sufficient appropriate audit evidence with regards to the group's post year end trading results and budgeting and future cash flows to support the carrying value of the assets. This has been considered to have a direct impact on the assessment of impairment indicators and subsequently, possible impairments on property, plant and equipment.

Valuation and allocation and classification of mining assets (Group)

The group's mining assets of £3,074,000 (2022: £2,392,000) as per note 15 comprise exploration and evaluation assets. There is the requirement in terms of IFRS 6, Exploration for and Evaluation of Mineral Resources to ensure that the carrying value of the mining assets, as derived from management estimates and judgements, are appropriate.

Given the estimation and judgement required by management in making this assessment, there is a risk that mining assets are materially overstated and also a risk that any additions in the year may not have been appropriately capitalised in accordance with IFRS 6.

As at year end the group has experienced difficulties in running the production activities of their main operational entity in Kenya, Kilimapesa Pty Gold, effectively, resulting in increased losses.

There is a significant risk that the assets' carrying values are no longer supported and therefore the valuation and allocation and classification of mining assets has been considered to be a key audit matter due to the level of management estimates and judgement required and uncertainties in relation to production activities.

Our work in this area included:

· Discussing with management and obtaining an understanding of the operating activity and development of the assets undertaken in the year and future operational plans;

· Examining title documents such as licence agreements and other supporting documentation to assess the legal and beneficial ownership of the mines;

· Reviewing management's impairment indicators assessment for the mines against the criteria in the IAS 36 in order to determine whether their assessment is complete and appropriate;

· Assessing the classification between evaluation and development asset; and

· Reviewing the disclosures made in the financial statements to ensure that all disclosure requirements have been met.

Valuation and allocation, existence and completeness of inventories (Kilimapesa Gold (PTY) Limited)

Inventories held by the group of £466,000 (2022: £712,000) as per note 17 includes mined gold and consumables for use in exploration activities and materials for operational use at the mine site (processing plants, tailings dams, electrical supply infrastructure etc) and represents a significant amount for the group.

There is a risk of material overstatement of inventories balances due to incorrect valuation or inaccurate reporting of stock quantities held at year end. Due to our absence at the inventory stocktake, there is a risk that any alternative procedures execute may not provide sufficient appropriate audit evidence to conclude that the valuation and existence of inventory is not free from material misstatement and as such this has been deemed to be a key audit matter.

Our work in this area included:

· Reviewing alternative procedures performed by the component auditors due to the absence of attending the stocktake;

· Reviewing the valuation testing performed by the component auditors of inventories in accordance with IAS 2, Inventories and evaluating whether inventories are being valued at the lower of cost and net realisable value.

· Reviewing completeness and reasonableness of inventory provisions; and

· Reviewing the disclosures made in the financial statements to ensure that all disclosure requirements have been met.

As noted in the Basis for disclaimer of opinion section of this report, the audit team has not been able to obtain sufficient appropriate audit evidence over the existence and subsequently the valuation of the inventory items (as a result of the Group's cashflow position) and balances at year end and therefore have not expressed an opinion on the inventories balance.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report²⁹. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Because of the significance of the matter described in the Basis for disclaimer of opinion section of our report, we are unable to determine whether a material misstatement of other information exists.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

Because of the significance of the matter described in the Basis of disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

· the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.

Arising from the limitation of our work referred to above:

· we have not received all the information and explanations we considered necessary for the purpose of our audit; and

· we were unable to determine whether adequate accounting records have been kept by the parent company. .

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· returns adequate for our audit have not been received from branches not visited by us; or

· the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, evaluation of internal control and through our experience in the sector.

· We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:

- Listing Rules

- Companies Act 2006

- Employment Act 2008

- General Data Protection Regulation

- Local laws and regulations, including tax, in the jurisdictions where each subsidiary operates

· We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group or parent company with those laws and regulations. These procedures included, but were not limited to:

- reviewing legal and professional fees and correspondences to understand the nature of the costs and the existence of any non-compliance with laws and regulations;

- discussing with management regarding potential non-compliance; and

- reviewing minutes of meetings of those charged with governance and announcements made on the Regulatory News Service.

· We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls and revenue recognition, the potential for management bias was identified in relation to the going concern of the group and parent company and as noted above. We addressed this by challenging the estimates and judgements made by management when auditing the significant accounting estimates.

· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

· The audit team addressed any matters of non-compliance with laws and regulations, including fraud at the group and component levels by communicating with the component auditor and including procedures in the group instructions to detect non-compliance, including fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the group and parent company's financial statements in accordance with ISAs (UK) and to issue an auditor's report.

However, because of the matters described in the Basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other matters which we are required to address

We were appointed by the board of directors on 4 July 2022 to audit the financial statements for the period ending 30 June 2022 and subsequent financial periods. Our total uninterrupted period of engagement is 2 years and 2 months, covering the periods ending 30 June 2022 to 30 June 2023.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

17 September 2024

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2023

	Note	12 months ended 30 June 2023 £'000	(Restated) 18 months ended 30 June 2022 £'000
Continuing operations

Revenue	7	4,233	6,858
Cost of sales		(5,508)	(9,007)
Gross loss		(1,275)	(2,149)

Administrative expenses	8	(4,377)	(7,185)
Listing costs		-	(1,146)
Operating loss before finance costs		(5,652)	(10,480)

Finance costs (net)	11	(1,562)	(813)
Other income	10	1,970	2
Foreign exchange		25	(940)
Reverse acquisition expense	5	-	(3,298)

Loss before taxation		(5,219)	(15,529)
Taxation	12	-	-

Loss for the period		(5,219)	(15,529)

Other comprehensive income - items that may be reclassified subsequently to profit and loss account

Translation of foreign operations		(1,381)	(65)
Total other comprehensive income		(1,381)	(65)

Total comprehensive income for the period attributable to the owners of the Parent Company		(6,600)	(15,594)

Earnings per share - basic and diluted (pence)	13	(0.28p)	(1.09p)

The notes on pages 53 to 90 form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

	Note	30 June 2023 £'000	(As restated) 30 June 2022 £'000
Non-Current Assets
Intangible assets	15	3,074	2,392
Property, plant and equipment	16	4,974	6,230
Total Non-Current Assets		8,048	8,622

Current Assets
Inventories	17	466	712
Trade and other receivables	18	588	826
Cash and cash equivalents	19	63	80
Total Current Assets		1,117	1,618

Total Assets		9,165	10,240

Equity and Liabilities
Share capital	24	2,129	1,879
Share premium	24	14,893	14,306
Translation reserve		(937)	444
Reverse acquisition reserve	5	6,481	6,481
Share-based payment reserve		619	148
Retained earnings		(30,437)	(25,302)
Total Equity		(7,252)	(2,044)

Non-Current Liabilities
Deferred tax liability	22	552	552
Provisions and contingent liabilities	23	750	1,989
Loans and borrowings - interest bearing	21	741	684
Total Non-Current Liabilities		2,043	3,225

Current Liabilities
Trade and other payables	20	7,609	7,357
Loans and borrowings - interest bearing	21	6,765	1,702
Total Current Liabilities		14,374	9,059

Total Liabilities		16,417	12,284

Total Equity and Liabilities		9,165	10,240

The notes on pages 53 to 90 form part of these financial statements.

Approved by the Board and authorised for issue on 17 September 2024.

Director

PARENT COMPANY STATEMENT OF FINANCIAL POSITION

Company Registration No. 09829720

	Note	30 June 2023 £'000	30 June 2022 £'000
Non-Current Assets
Investments	14	7,039	9,537
Property, plant and equipment	16	270	302
Total Non-Current Assets		7,309	9,839

Current Assets
Trade and other receivables	18	505	7,108
Cash and cash equivalents	19	1	26
Total Current Assets		506	7,134

Total Assets		7,815	16,973

Equity and Liabilities
Share capital	24	2,129	1,879
Share premium	24	14,893	14,306
Share-based payment reserve		619	148
Retained earnings		(19,973)	(7,655)
Total Equity		(2,332)	8,678

Non-Current Liabilities
Provisions and contingent liabilities	23	-	619
Total Non-Current Liabilities		-	619

Current Liabilities
Trade and other payables	20	3,614	6,019
Loans and borrowings - interest bearing	21	6,533	1,657
Total Current Liabilities		10,147	7,676

Total Liabilities		10,417	8,295

Total Equity and Liabilities		7,815	16,973

The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by choosing not to present its individual Statement of Comprehensive Income and related notes that form part of these approved financial statements.

The Company's loss for the period from operations is £12,402,000 (2022: loss of £5,060,000).

The notes on pages 53 to 90 form part of these financial statements.

Approved by the Board and authorised for issue on 17 September 2024.

Director

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 12 MONTH PERIOD ENDED 30 JUNE 2023

	12 months ended 30 June 2023 £'000	18 months ended 30 June 2022 £'000
Cash flows from operating activities
Operating loss - continuing operations	(5,219)	(15,548)
Adjustments for:
Depreciation	668	825
Finance costs (including share based payments)	1,562	744
Share-based payments - incentives	-	84
Other income	(1,970)	(2)
Foreign exchange movement	(605)	290
Shares issued in lieu of fees	-	856
Reverse acquisition share-based payment expense	-	3,298
Operating cash outflows before working capital movements	(5,564)	(9,453)

Decrease/(increase) in trade and other receivables	238	(19)
Increase in trade and other payables	3,680	2,223
Decrease/(increase) in inventories	246	(137)
Net cash outflows from operating activities	(1,400)	(7,386)

Net cash flows from investing activities
Cash acquired on acquisition	-	82
Expenditure on intangibles	(682)	(548)
Expenditure of fixed assets	(848)	(1,094)
Net cash outflows from investing activities	(1,530)	(1,560)

Net cash flows from financing activities
Repayments on external loans	(293)	(168)
Proceeds from external loans	3,278	1,207
Payment of lease liabilities	(117)	-
Finance costs (net)	(69)	(65)
Proceeds from issue of share capital	201	8,378
Cost of share issues	(80)	(442)
Net cash inflows from financing activities	2,920	8,910

Net decrease in cash and cash equivalents	(10)	(36)
Cash and cash equivalents at the beginning of the period	80	121
Effect of exchange rates on cash	(7)	(5)
Cash and cash equivalents at the end of the period	63	80

Significant non-cash transactions

The only significant non-cash transactions were the issue of shares and warrants detailed in notes 24 and 25

A debt reconciliation note is included in note 21b.

The notes on pages 53 to 90 form part of these financial statements.

PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE 12 MONTH PERIOD ENDED 30 JUNE 2023

	12 months ended 30 June 2023 £'000	18 months ended 30 June 2022 £'000
Cash flows from operating activities
Operating loss	(12,402)	(5,060)
Adjustments for:
Depreciation	33	27
Finance costs (including share based payments)	1,394	546
Share-based payment - incentives	-	84
Shares issued for services	-	856
Other income	(1,960)
Impairment of investments	10,300	-
Operating cash outflows before working capital movements	(2,635)	(3,547)

Increase in trade and other receivables	(215)	(98)
Increase in trade and other payables	1,258	2,201
Net cash outflows from operating activities	(1,592)	(1,444)

Net cash flows from investing activities
Purchase of tangible fixed assets	-	(128)
Purchase of Investments	-	(548)
Net cash advanced to subsidiaries	(1,158)	(6,997)
Net cash outflows from investing activities	(1,158)	(7,673)

Net cash flows from financing activities
Proceeds from external loans	2,850	1,207
Repayment on loans and borrowings	(246)	-
Proceeds from issue of share capital	201	8,378
Cost of share issues	(80)	(442)
Net cash inflows from financing activities	2,725	9,143

Net (decrease)/ increase in cash and cash equivalents	(25)	26
Cash and cash equivalents at the beginning of the period	26	-
Cash and cash equivalents at the end of the period	1	26

Significant non-cash transactions

The only significant non-cash transactions were the issue of shares and warrants detailed in notes 24 and 25.

A debt reconciliation note is included in note 21b.

The notes on pages 53 to 90 form part of these financial statements

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 12 MONTH PERIOD ENDED 30 JUNE 2023

	Share capital £'000	Share premium £'000	Share-based payment reserve £'000	Reverse acquisition reserve £'000	Foreign currency reserve £'000	Retained earnings £'000	Total £'000
Balance at 31 December 2020	4,430	-	-	-	509	(9,773)	(4,834)
Loss for period	-	-	-	-	-	(15,548)	(15,548)
Other comprehensive income	-	-	-	-	(65)	-	(65)
Total comprehensive income for the period	-	-	-	-	(65)	(15,548)	(15,613)
Transfer to reverse acquisition reserve	(4,430)	-	-	4,430	-	-	-
Recognition of plc equity at acquisition date	132	602	-	6,443	-	-	7,177
Issue of shares for acquisition of subsidiary	462	4,156	-	(7,690)	-	-	(3,072)
Issue of shares for placings	946	7,682	-	-	-	-	8,628
Issue of shares to settle debt	159	1,429	-	-	-	-	1,588
Issue of shares in lieu of fees	143	1,285	-	-	-	-	1,428
Warrants exercised	37	-	-	-	-	-	37
Share based payment	-	-	148	3,298	-	-	3,446
Cost of share issues	-	(849)	-	-	-	-	(849)
Total transactions with owners	(2,551)	14,306	148	6,481	-	-	18,384
Balance at 30 June 2022 as previously stated	1,879	14,306	148	6,481	444	(25,321)	(2,063)
Effect of prior year adjustments	-	-	-	-	-	19	19
Balance at 30 June 2022 as restated	1,879	14,306	148	6,481	444	(25,302)	(2,044)
Loss for period	-	-	-	-	-	(5,219)	(5,219)
Other comprehensive income	-	-	-	-	(1,381)	-	(1,381)
Total comprehensive income for the period	-	-	-	-	(1,381)	(5,219)	(6,600)
Issue of shares	250	667	-	-	-	-	917
Share based payment	-	-	555	-	-	-	555
Cost of share issues	-	(80)	-	-	-	-	(80)
Expired warrants	-	-	(84)	-	-	84	-
Total transactions with owners	250	587	471	-	-	84	1,392
Balance at 30 June 2023	2,129	14,893	619	6,481	(937)	(30,437)	(7,252)

The notes on pages 53 to 90 form part of these financial statements.

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023

	Share capital £'000	Share premium £'000	Share-based payment reserve £'000	Retained earnings £'000	Total £'000
Balance at 31 December 2020	132	602	-	(2,595)	(1,861)
Loss for period	-	-	-	(5,060)	(5,060)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the period	-	-	-	(5,060)	(5,060)
Issue of shares for acquisition of subsidiary	462	4,156	-	-	4,618
Issue of shares for placings	946	7,682	-	-	8,628
Issue of shares to settle debt	159	1,430	-	-	1,589
Issue of shares in lieu of fees	143	1,285	-	-	1,428
Warrants exercised	37	-	-	-	37
Share based payment	-	-	148	-	148
Cost of share issues	-	(849)	-	-	(849)
Total transactions with owners	1,747	13,704	148	-	15,599
Balance at 30 June 2022	1,879	14,306	148	(7,655)	8,678

Loss for period	-	-	-	(12,402)	(12,402)
Total comprehensive income for the period	-	-	-	(12,402)	(12,402)
Issue of shares	250	667	-	-	918
Share based payment	-	-	555	-	555
Cost of share issues	-	(80)	-	-	(80)
Warrants expired	-	-	(84)	84	-
Total transactions with owners	250	587	471	84	1,392
Balance at 30 June 2023	2,129	14,893	619	(19,973)	(2,332)

The notes on pages 53 to 90 form part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 12 MONTH PERIOD ENDED 30 JUNE 2023

1 General information

Caracal Gold Plc ('the Company' or 'CGP') (formerly Papillon Holdings plc) is a public limited company with its shares traded on the Main Market of the London Stock Exchange. The address of the registered office is 27-28 Eastcastle Street, London, W1W 8DN. The Company was incorporated and registered in England and Wales on 19 October 2015 as a private limited company and re-registered on 24 June 2016 as a public limited company. It changed its name on 10 September 2021 to Caracal Gold Plc. The Company's registered number is 09829720.

The principal activity of the Company and its subsidiaries (the "Group") is the exploration, development and mining of gold in Kenya and Tanzania, and the development of further projects to expand its operations within this industry.

On 31 August 2021, the Company acquired the holding company of Mayflower Gold Investments Limited (MGIL) and thus a 100% indirect interest in Kilimapesa Gold Pty Ltd (KPGL), whose principal activity is an established gold mine and gold processing operation in Kenya. This was accounted for as a reverse acquisition - See note 5 below for further details.

These consolidated financial statements were approved for issue by the Board of directors on 21 August 2024.

2 Accounting policies

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards and requirements of the Companies Act 2006. The Financial Statements have also been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the parent company CGP is Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its subsidiary KPGL is the Kenyan Shilling and the functional currency of its subsidiary Tyacks is the Tanzanian Shilling. For both subsidiaries these are the currencies that mainly influence labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out below.

The preparation of financial statements in conformity with IFRS's requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in Note 3.

a) Going concern

See the Group's Going Concern statement on page 20.

b) Adoption of new and revised standards

i. New standards, amendments and interpretations adopted by the Group.

There were no new or amended accounting standards that required the Group to change its accounting policies for the year ended 30 June 2023 and no new standards, amendments or interpretations were adopted by the Group.

ii. New standards, amendments and interpretations not yet adopted by the Group.

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of the Financial Statements are listed below. The Group intends to adopt these standards, if applicable, when they become effective.

Standard	Effective date	Overview
Amendments to IAS 1 Classification of Liabilities as Current or Non-current	1 January 2024 (early adoption permitted)	The standard has been amended to clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. In order to conclude a liability is non-current, the right to defer settlement of a liability for at least 12 months after the reporting date must exist as at the end of the reporting period. The amendments also clarify that (for the purposes of classification as current or non-current), settlement is the transfer of cash, the entity's own equity instruments (except as described below), other assets or services.
Amendments to IAS 1 Non-current Liabilities with Covenants	1 January 2024 (early adoption permitted)	The standard confirms that only those covenants with which an entity must comply on or before the end of the reporting period affect the classification of a liability as current or non-current.
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback	1 January 2024 (early adoption permitted)	The amendments address the accounting that should be applied by a seller-lessee in a sale and leaseback transaction when the leaseback contains variable lease payments, such as turnover rentals, that do not depend on an index or rate. Specifically, they confirm that the 'lease payments' or the 'revised lease payments' arising from the leaseback arrangement are measured in such a way that no gain or loss is recognised on the right of use retained by the seller-lessee.
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements	1 January 2024 (early adoption permitted)	The amendments require an entity to disclose information about its supplier finance arrangements to enable users of financial statements to assess the effects of those arrangements on the entity's liabilities and cash flows and on the entity's exposure to liquidity risk.
Amendments to IAS 21 - Lack of Exchangeability	1 January 2025 (early adoption permitted)	The amendments have been made to clarify: - when a currency is exchangeable into another currency; and - how a company estimates a spot rate when a currency lacks exchangeability.

The Directors have evaluated the impact of transition to the above standards and do not consider that there will be a material impact of transition on the financial statements.

2.2 Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated.

The Group applies the acquisition method to account for business combinations. (There was an exception to this for the acquisition of KPGL as discussed in note 5 below). The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Please refer to note 5 for information on the consolidation of KPGL and the application of the reverse acquisition accounting principles.

Asset Acquisitions

Acquisitions of mineral exploration licences through the acquisition of non-operational corporate structures that do not represent a business, and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset.

The consideration for the asset is allocated to the assets based on their relative fair values at the date of acquisition.

2.3 Financial assets and liabilities

The Company classifies its financial assets at fair value through profit or loss or as loans and receivables and classifies its financial liabilities and other financial liabilities. Management determines the classification of its investments at initial recognition, A financial asset or liability is measured initially at fair value. At inception transaction costs that are directly attributable to the acquisition or issue, for an item not at fair value through profit or loss, is added to the fair value of the financial asset and deducted from the fair value of the financial liabilities.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determined payments that are not quoted on an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans are recognised when funds are advanced to the recipient. Loans and receivables are carried at amortised cost using the effective interest method (see below).

Other financial liabilities

Are non-derivative financial liabilities with fixed or determined payments. Other financial liabilities are recognised when cash is received from a depositor. Other financial liabilities are carried at amortised cost using the effective interest method. The fair value of the other liabilities repayable on demand is assumed to be the amount payable on demand at the statement of financial position date.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Company has transferred substantially all the risks and rewards of ownership. In transactions in which the Company neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and retains control over the asset, the Company continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. There have not been any instances where assets have only been partly derecognised. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any differences between the initial amount recognised and maturity amount, minus any reduction to impairment.

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. The fair value of assets and liabilities in active markets are based on current bid and offer prices respectively. If the market is not active the Company establishes fair value by using other financial liabilities appropriate valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same for which market observable prices exist, net of present value and discounted cash flow analysis.

2.4 Cash and cash equivalents

Cash and cash equivalents include cash in hand and on demand and term deposits, with maturities of three months or less from the date of acquisition, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, net of bank overdrafts. Currency profile and exchange risk is set out in note 4c.

2.5 Investments and loans in subsidiaries

Subsidiary fixed asset investments are valued at cost less provision for impairment. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all investment and loans in subsidiaries.

2.6 Impairment of non-financial assets

The carrying amounts of the Group's assets, other than inventories, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.

In assessing value in use, the expected future cash flows from the asset are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time, value of money and the risks specific to the asset. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

For an asset that does not generate cash inflows that are largely independent of those from other assets the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is recognised in the income statement whenever the carrying amount of the cash-generating unit exceeds its recoverable amount.

A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior years. For goodwill, a recognised impairment loss is not reversed.

2.7 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of a Company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs.

Share capital represents the amount subscribed for shares at nominal value.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Any bonus issues are also deducted from share premium.

The share-based payments reserve represents equity-settled shared-based employee remuneration for the fair value of the warrants issued. It also includes the warrants issued for services rendered accounted for in accordance with IFRS 2.

The reverse acquisition reserve was recognised during the formation of the Group when the legal acquiree was considered to be the accounting acquirer under the rules of IFRS 3. As the accounting acquiree was not a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3. This resulted in the recognition of a 'reverse acquisition reserve' on consolidation and is set out in more detail in note 5 below.

The convertible loan note reserve is used to account for the equity component of the convertible notes.

The foreign exchange translation reserve policy is set out below in 2.10.

Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income, less dividends paid to the owners of the Company.

2.8 Current and deferred income taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from net loss as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.9 Rehabilitation and Environmental Provision

The Group recognises a rehabilitation and environmental provision where it has a legal and constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The nature of these restoration activities includes dismantling and removing structures; rehabilitating the mine and tailings dam; dismantling operating facilities; and restoring, reclaiming and revegetating affected areas.

On initial recognition, the present value of the estimated costs is capitalised by increasing the carrying amount of the related mining asset to the extent that it was incurred as a result of the development or construction of the mine. Any changes to or additional rehabilitation costs are recognised as additions or charges to the corresponding asset and rehabilitation liability when they occur.

Over time, the discounted liability is increased for the change in present value based on the discount rate that reflects current market assessments and the risks specific to the liability. The annual unwinding of the discount is recognised in the statement of comprehensive income as part of finance costs. The Group does not recognise a deferred tax asset in respect of the temporary difference on the rehabilitation liability nor the corresponding deferred tax liability in respect of the temporary difference on the rehabilitation asset.

2.10 Foreign currency translation

In preparing the financial statements of the Group entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise except for:

· exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

· exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); and

· exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

2.11 Share-based payments

The Group issued warrants in the period which were accounted for as equity settled share based payment transactions with employees. The fair value of the employees services received in exchange for these warrants is recognised as an expense in the profit and loss account with a corresponding increase in equity in the Share-based payment reserve. Fair value is determined using Black-Scholes option pricing models.

The Group has also adopted an incentive plan to issue its management Performance Shares based on non-market based performance conditions. These are valued by management using the fair value of the equity instrument expected to be received and a judgement of the likelihood for these conditions to be met. At the end of each reporting period, the Group revises its estimate of the number of shares that are expected to be awarded.

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of the goods and services received.

2.12 Intangible assets

Exploration and evaluation assets

Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost of acquisition by the Group of rights, licences and know-how. Such expenditure requires the immediate write-off of exploration and development expenditure that the Directors do not consider to be supported by the existence of commercial reserves.

All costs associated with mineral exploration and investments, are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to "mining assets" and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off.

The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

Exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting mineral resources are demonstrable. When relevant, such assets shall be assessed for impairment, and any impairment loss recognised, before reclassification to "Mine development".

2.13 Property, plant and equipment

i) initial recognition

Upon commencement of commercial production, the intangible assets held under 'exploration and evaluation" are first reclassed to mine development as above. Once mine development is completed and commercial production starts this is when they are transferred to Mining Assets. Items of property, plant and equipment and Mining assets are stated at cost less accumulated depreciation and accumulated impairment losses.

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Producing mines also consist of the value attributable to mineral reserves and the portion of mineral resources considered to be probable of economic extraction at the time of an acquisition. When a mine construction project moves into the production phase, the capitalisation of certain mine construction costs ceases, and costs are either regarded as part of the cost of inventory or expensed, except for costs which qualify for capitalisation relating to mining asset additions, improvements or new developments, underground mine development or mineable reserve development.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

ii) Depreciation/amortisation

'Mining assets' are depreciated/amortised on a unit of production (UOP) basis over the economically recoverable reserves of the mine concerned. The unit of account used is the recoverable ounces of gold. Rights and concessions are depleted on the UOP basis over the economically recoverable reserves of the relevant area. The UOP rate calculation for the depreciation/amortisation of mine development costs takes into account expenditures incurred to date, together with sanctioned future development expenditure. Economically recoverable reserves include indicated reserves only.

Depreciation on other plant and equipment is provided to write off the cost of an asset, less its estimated residual value, evenly over the expected useful economic life of that asset. Freehold land, that has been acquired outright is not depreciated.

- Buildings 20 Years

- Plant and equipment 10 Years

- Motor vehicles 3- 5 Years

- Office equipment 6 Years

The residual value, if significant, is reassessed annually.

Surplus/(deficits) on the disposal of mining assets, plant and equipment are credited/ (charged) to income. The surplus or deficit is the difference between the net disposal proceeds and the carrying amount of the asset.

The Group holds some Right-of Use Assets - see policy note 2.15 below.

2.13 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises raw material, direct labour, other direct costs, variable production overheads and an allocation of fixed production overheads based on normal operating capacity but excluding borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Raw materials include costs incurred in acquiring the inventories and bringing them to their existing location and condition.

Broken ore comprises all ores extracted from the mine and stockpiled awaiting processing. The ores are valued at the cost of mining and transport to its current position.

Work-in-progress comprises materials in the process of being converted from raw materials to finished goods.

Precious metals inventories include bullion on hand and gold in process.

Bullion on hand and gold in process represent production on hand after the smelting process, gold contained in the elution process, gold loaded carbon in the Carbon in Leach (CIL), Carbon in Pulp (CIP) process, gravity concentrates, and any form of precious metal in process where the quantum of the contained metal can be accurately determined. It is valued at the average production cost for the period, including amortisation and depreciation.

2.14 Revenue

Revenue represents the fair value of consideration received or receivable for the sale of precious metal. It is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. It is stated net of Value Added Tax, rebates and trade discounts. Cash discounts are included as part of finance costs. No revenue is recognised if there are significant uncertainties regarding, the recovery of the consideration due, associated costs, the possible return of goods or the continuing management involvement with goods.

2.15 Leases

The Group has entered into leases of land (Saris leases) and field vehicles (additions in the current year). Lease liabilities are initially measured at the present value of lease payments unpaid at the commencement date. Lease payments are discounted using the incremental borrowing rate (being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions), unless the rate implicit in the lease is available. The Group currently uses the incremental borrowing rate as the discount rate for all leases. For the purposes of measuring the lease liability, lease payments comprise fixed payments and variable lease payments based on an index or rate.

Right-of-use assets are measured at cost, which comprises the initial measurement of the lease liability, plus any lease payments made prior to lease commencement, initial direct costs incurred, less any lease incentives received. These assets are depreciated over the lease term (or useful life, if shorter). Right-of-use assets are subject to an impairment test if events and circumstances indicate that the carrying value may exceed the recoverable amount.

Lease repayments made are allocated to capital repayment and interest so as to produce a constant periodic rate of interest on the remaining lease liability balance.

Right-of-use assets are presented within property, plant and equipment. Lease liabilities are presented as separate line items on the face of the Balance Sheet. In the Cash Flow Statement, lease repayments (of both the principal and interest portions) are presented within cash used in financing activities, except for payments for leases of short-term and low-value assets and variable lease payments, which are presented within cash flows from operating activities or cash used in investing activities in accordance with the relevant Group accounting policy.

2.16 Convertible loan notes

The component parts of convertible loan notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial assets for a fixed number of the Company's own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to the convertible loan note reserve. Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognised in equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method.

2.17 Net financing costs

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable funds invested, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognised in the income statement.

Interest income is recognised in the income statement as it accrues, using the effective interest method. The interest expense component of finance lease payment is recognised in the income statement using the effective interest rate method.

2.18 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision maker, who are responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Board of Directors.

3 Critical accounting estimates and judgments

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Accounting for acquisitions and fair value (see Note 13)

Acquisitions are accounted for at fair value. The assessment of fair value is subjective and depends on a number of assumptions. These assumptions may include assessment of estimated resources, cost of bringing these resources to commercial production levels, discount rates, and the amount and timing of expected future cash flows from assets and liabilities. In addition, the selection of specific valuation methods for individual assets and liabilities requires judgment. The specific valuation methods applied will be driven by the nature of the asset or liability being assessed. The consideration given to a seller for the purchase of a business or a company is accounted for at its fair value. When the consideration given includes elements that are not cash, such as shares or options to acquire shares, the fair value of the consideration given is calculated by reference to the specific nature of the consideration given to the seller.

Impairment of investments (see Note 14)

The Company assess at each reporting date whether there is any objective evidence that investments in subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of these investments, including valuation, creditworthiness and future cashflows which are calculated from the Life of Mine (LOM) calculations. For the 2023 reporting period, the recoverable amount of the cash-generating unit (the Kilimapesa Mine) was determined based on value-in use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a 3 year mine plan which shows a free cashflow of £5.2m from 2024 to 2027. The value of the investment in KPG has been written down to reflect this value.

The following table sets out the key assumptions that were used in this impairment:

Assumption		Approach used to determining values
Gold price	$2,000/oz	Gold price at end of 2023 was $2,078/oz
Production volume	12,264 oz average per year	Generated from the Mine Plan
Discount rate	8%
Royalty rate	7%	Based on % government rate and 2% Moyoi Group
Capital expenditure	$7.5m	Generated from the Mine Plan

As at the year end the Directors assessed that an impairment charge of £10.3m should be charged to the company only profit and loss account to align the carrying value of the investment in KPG to this value-in use calculation based on the free cashflow generated from the 3 year mine plan.

Sensitivities were run on the LOM calculations and over a 3 year period the free cashflow fell to $2.6m using a gold price of $1,800 and X using an increased discount rate of 12%.The directors were of the opinion that these variables were appropriate when considering the sensitivities.

No growth rates have been used in the LOM for either an increase of operating costs or an increase in revenue as management are of the opinion that they would have a negating effect when matched against each other.

Share-based payments (see Note 24)

The Group issues shares and warrants to its employees, directors, investors and suppliers. These are valued in accordance with IFRS 2 "Share-based payments". In calculating the related charge on issuing shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate, and expected life. Changes to these inputs may impact the related charge.

Valuation of contingent consideration payable (see Note 5)

The Group recorded a contingent consideration liability of £1.426m as at 30 June 2022 relating to the reverse acquisition of the KPGL. An estimate was made in the prior year accounts to determine the value of this contingent consideration to be recognised at that balance sheet date. In current year there was a change in circumstance as the Board agreed that the expected performance of the Group had not been met and therefore all Performance shares and Warrants were cancelled or expired. This resulted in a derecognition of this amount and a one off credit to other income of £1.426m.

Recoverable value of mining assets (see Note 16)

Costs capitalised in respect of the Group's mining assets are required to be assessed for impairment under the provisions of IAS 36. Such an estimate requires the Group to exercise judgement in respect of the indicators of impairment and also in respect of inputs used in the models which are used to support the carrying value of the assets. Such inputs include estimates of gold reserves (see www.caracalgold.com), production profiles, gold price, capital expenditure, inflation rates, and pre-tax discount rates that reflect current market assessments of (a) the time value of money; and (b) the risks specific to the asset for which the future cash flow estimates have not been adjusted. These assumptions have been set out in the note above and are consistent with those used for Life of Mine model mentioned above The Directors concluded that there was no impairment as at 30 June 2023.

Rehabilitation and environmental "decommissioning" provision (see Note 23)

The Group's activities are subject to various laws and regulations governing the protection of the environment. The Group recognises management's best estimate of the asset decommissioning costs in the period in which they are incurred. Such estimates of costs include pre-tax discount rates that reflect current market assessments of (a) the time value of money; and (b) the risks specific to the asset for which the future cash flow estimates have not been adjusted. Actual costs incurred in future periods could differ materially from the estimates.

Additionally, future changes to environmental laws and regulations, life of mining assets, estimates and discount rates could affect the carrying amount of this provision. Further details about the estimates involved are set out in note 23.

Valuation of inventory (see Note 17)

As at 30 June 2023, inventory has been valued at £466,000. This includes slow moving inventory but due to its nature and its expected use or sale, the Directors do not believe that any impairment of this balance is necessary at year end.

3b. Correction of material error in identification of Right of Use Assets

During the year, it was discovered that the subsidiary had not been identifying leases correctly as right of use assets under IFRS 16. The error resulted in a material misstatement of assets and liabilities on the balance sheet in the prior year. The effects on the profit and loss were also restated. There was no net changes to cashflows and therefore the cashflow statement has not been restated. The error has been corrected by restating each of the affected financial line items for the prior periods as follows:

Balance Sheet (extract)	As previously stated	Increase/ (Decrease)	As restated
	30 June 2022		30 June 2022
	£'000	£'000	£'000

Recognition of Right of Use Assets in prior years	100	733	833
Recognition of accumulated depreciation of Right of Use Assets in prior years	22	192	214
	78	541	619
Recognition of lease liabilities for years prior to 2022	(202)	(522)	(724)

Net liabilities	(2,063)	19	(2,044)

Retained earnings	(25,321)	19	(25,302)

Total equity	(2,063)	19	(2,044)

Statement of Profit or Loss (extract)	As previously stated	Increase/ (Decrease)	As restated
	30 June 2022		30 June 2022
	£'000	£'000	£'000

Loss for the period attributable to equity owners	(15,548)	19	(15,529)
Other comprehensive income for the period	(65)	-	(65)
Total comprehensive loss for the period	(15,613)	19	(15,594)

The correction further affected some of the amounts disclosed in the notes to the accounts as interest payable on leases was increased by £69,000 and depreciation was increased by £61,000. Due to materiality this simplified adjustment was considered sufficient by the Group.

4. Financial risk management

The Group's activities may expose it to certain financial risks. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

a) Liquidity risk

Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. In addition to equity funding, additional borrowings have been secured to finance operations. The Group manages this risk by monitoring its financial resources and carefully plans its expenditure programmes. Financial liabilities of the Group comprise trade payables which mature in less than six months, convertible loan notes as referenced in note 20 and deferred consideration that is payable in shares.

b) Capital risk

The Group's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its gold exploration, development and production activities to provide returns for shareholders and benefits for other stakeholders.

The Group's capital structure comprises all the components of equity (all share capital, share premium, retained earnings when earned and other reserves). When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of the underlying assets in assessing the optimal capital structure.

c) Credit risk

Credit risk is the risk that the Group will suffer a financial loss as a result of another party failing to discharge an obligation and arises from cash and other liquid investments deposited with banks and financial institutions. The Group considers the credit ratings of banks and institutions in which it holds funds to reduce exposure to credit risk. The Group considers that it is not exposed to major concentrations of credit risk.

The currency profile of the Group's cash and cash equivalents is as follows:

	30 June 2023	30 June 2022
Cash and cash equivalents	£'000	£'000
GBP	-	-
Kenyan Shillings	62	23
USD	1	57

On the assumption that all other variables were held constant, and in respect of the Group's cash position, the potential impact of an increase in the GBP: USD foreign exchange rate would not have a material impact on the Group's cash position and as such is not disclosed. See note 19 for details on the credit ratings of the banks in which this cash and cash equivalents is held.

d) Fair value hierarchy

All the financial assets and financial liabilities recognised in the financial statements which are short-term in nature are shown at the carrying value which also approximates the fair values of those financial instruments. Therefore, no separate disclosure for fair value hierarchy is required.

e) Market risk

Market risk arises from the Group's use of interest bearing and foreign currency financial instruments. It is the risk that future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), and foreign exchange rates (currency risk). A portion of the loans held at year end have a fixed interest rate and are denominated in US Dollars and therefore a risk exists that repayment may be higher than provided for if the foreign exchange rate significantly changes. This is mitigated by the underlying assets which are also denominated in US Dollar (i.e. the gold reserves).

A 10% movement in the strength of the US Dollar against Pound Sterling would increase the repayment by £208,000. There would be a reduced repayment of the same amount if the US Dollar weakened.

f) Price risk

Price risk arises from the exposure to equity securities arising from investments held by the Group. No such investments are held by the Group and therefore no risk has been identified.

g) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Pound sterling, US Dollar and Kenyan Shilling. Foreign exchange risk arises from recognised monetary assets and liabilities, where they may be denominated in a currency that is not the Group's functional currency. One significant risk in Kenya in prior year is a US Dollar risk as the loans to KPG are denominated in US Dollars. However, this risk has been reduced in the current year as the loans have been converted to a capital contribution and therefore will not be repaid. The Directors consider that, for the time being, no hedging or other arrangements are necessary to mitigate this risk.

h) Categories of financial instruments

In terms of financial instruments, these solely comprise of those measured at amortised costs and are as follows:

	Group		Company
	30 June 2022	30 June 2022	30 June 2022	30 June 2022
	£'000	£'000	£'000	£'000

Trade and other payables	3,170	549	709	172

Cash and cash equivalents at amortised cost	63	80	1	26
Trade and other receivables	588	826	505	7,108
	651	906	506	7,134

5. Reverse acquisition

On 31 August 2021, the Company acquired the entire share capital of MGIL and thus a 100% indirect interest in Kilimapesa Gold Pty Ltd (KPGL), whose principal activity is an established gold mine and gold processing operation in Kenya. This transaction was accounted for as a reverse acquisition. Details of which can be found in the prior year accounts which are on the Company's website or can be obtained from Companies House.

6. Segment reporting

For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the form of the board of directors. The Directors are of the opinion that the business of the Group focused on two reportable segments as follows:

· Head office, corporate and administrative, including parent company activities of raising finance and seeking new investment opportunities, all based in the UK and;

· Gold mining operations, all based in Kenya and Tanzania.

The geographical information is the same as the operational segmental information shown below.

12 month period ending 30 June 2023	United Kingdom £'000	Kenya £'000	Tanzania £'000	£'000

Revenue	-	4,233	-	4,233
Cost of sales	-	(5,508)	-	(5,508)
Gross Profit	-	(1,275)	-	(1,275)
Operating expenses	(2,536)	(1,689)	(152)	(4,377)
Operating Loss	(2,536)	(2,964)	(152)	(5,652)
Other income	1,960	10	-	1,970
Net finance costs	(1,393)	(169)		(1,562)
Foreign exchange expenses	(140)	175	(10)	25
Loss before and after tax	(2,109)	(2,948)	(162)	(5,219)
Net Assets
Assets	604	6,166	2,395	9,165
Liabilities	(10,440)	(5,364)	(613)	(16,417)
Net assets (liabilities)	(9,836)	802	1,782	(7,252)

(Restated) 18 month period ending 30 June 2022	United Kingdom £'000	Kenya £'000	Tanzania £'000	£'000

Revenue	-	6,858	-	6,858
Cost of sales	-	(9,007)	-	(9,007)
Gross Profit		(2,149)	-	(2,149)
Operating expenses	(3,411)	(3,689)	(1)	(7,101)
Operating Loss	(3,411)	(5,838)	(1)	(9,250)
Share-based payments	(84)	-	-	(84)
Listing costs	(1,146)	-	-	(1,146)
Other income	(19)	(922)	1	(940)
Net finance costs	(546)	(265)	-	(811)
Reverse acquisition expenses	(3,298)	-	-	(3,298)
Loss before and after tax	(8,504)	(7,023)	(1)	(15,529)
Net Assets
Assets	435	7,403	2,402	10,240
Liabilities	(8,737)	(2,993)	(554)	(12,284)
Net assets (liabilities)	(8,302)	4,410	1,848	(2,044)

Major customers: revenue in the current year is split between customers in Kenya and Dubai (prior year Kenya only).

7. Revenue

	12 months ended 30 June 2023	18 months ended 30 June 2022
	£'000	£'000
Sales of precious metals	4,233	6,858
Total revenue	4,233	6,858

8. Expenditure by nature

	12 months ended 30 June 2023	18 months ended 30 June 2022
	£'000	£'000
Wages and salaries (inc. Directors Fees)	2,999	2,971
Depreciation, depletion and amortisation	849	824
Legal and professional fees	1,621	1,459
Share based payments (non-finance cost)	-	84

During the year the Group obtained the following services from their auditors:

	12 months ended 30 June 2023	18 months ended 30 June 2022
	£'000	£'000
Fees payable to the Group's auditors for the audit of the Company and Group	190	65
Fees payable to the Group's auditors for the overrun of the prior year audit	62	-
Fees payable to the Group's auditors for other services - Reporting Accountant services in respect to the Reverse Acquisition	-	35
	252	100

9. Directors and employees

The average monthly number of persons employed by the Group, including Executive Directors, was:

	12 months ended 30 June 2023 £'000	18 months ended 30 June 2022 £'000
Management	20	13
Operations	329	461
Administration	47	25
	396	499

Remuneration in respect of these Directors and Employees was:

	12 months ended 30 June 2023 £'000	18 months ended 30 June 2022 £'000
Wages and salaries	2,046	2,068
Pensions (National Social Security Fund)	49	37
Other employment costs	19	-
Directors' remuneration	885	866
	2,999	2,971

Wages and salaries include amounts that are capitalised of £239,000 (2022: figure not available) as development and production assets and the remainder are included in cost of sales and administration expenses.

Directors' remuneration is disclosed in the Remuneration Report of these consolidated financial statements.

10. Other income

	12 months ended 30 June 2023 £'000	18 months ended 30 June 2022 £'000

Miscellaneous income	10	2
Release of contingent consideration due within one year (see note 20)	1,426	-
Release of contingent consideration due after one year (see note 23)	534	-
	1,970	2

11. Finance costs

	12 months ended 30 June 2023 £'000	(Restated) 18 months ended 30 June 2022 £'000

Interest on loans	470	609
Interest payable on lease liabilities	66	69
Share-based payments	992	-
Unwinding of discount on provisions (see note 23)	34	135
	1,562	813

The share-based payments include warrants issued as part of the financing received in the year (£555,000 for the warrants - see note 25 and commission costs of £42,000). It also includes £395,000 which is the cost of the additional fair value of the shares that were transferred to the owners of the Mill End loan for the delayed repayment of this loan. (See note 21).

12. Taxation

No charge to taxation arises due to the losses incurred.

GROUP	12 months ended 30 June 2023	(Restated) 18 months ended 30 June 2022
	£'000	£'000

Loss on ordinary activities before taxation	(5,219)	(15,529)
Tax at the applicable rate of 25.4% (2022:24.5%)	(1,279)	(3,805)
Disallowed expenses	14,213	2,068
Losses for which no deferred tax is recognised	(7,972)	13,463
Total tax charge	-	-

The weighted average applicable tax rate of 25.4% (2021: 24.5%) used is a combination of the 19% standard rate of corporation tax in the UK and 30% Kenyan corporation tax.

The Group has total tax losses of £23m to carry forward against future profits. There are approximately £7m of UK tax losses brought forward and £16m Kenyan tax losses brought forward.

No deferred tax asset on losses carried forward has been recognised on the grounds of uncertainty as to when profits will be generated against which to relieve said amount.

13. Earnings per share

Basic and diluted loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

	12 months ended 30 June 2023	(Restated) 18 months ended 30 June 2022

Loss for the period (£'000)	5,219	15,529

Weighted average number of shares in issue	1,885,837,040	1,423,204,110

Basic and Diluted loss per share (pence)	(0.28p)	(1.09p)

There is no difference between the diluted loss per share and the basic loss per share presented. Warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented due to the Group being in a loss position.

14. Investment in subsidiaries

COMPANY		£'000

Cost and net book value
At 1 January 2020, 2021		-
Additions in the period		9,537
At 30 June 2022		9,537
Movement in the year		(2,498)
At 30 June 2023		7,039
		£'000
Investment in KPGL
Initial investment		7,690
Loan reclassified to capital contributions (note 18)		7,802
Impairment on investment		(10,300)
Investment in KPGL at end of year		5,192

Investment in Tyacks
Initial investment in subsidiary		1,847

Total Investments in subsidiaries at year end		7,039

The loan between the Company and its subsidiary KPG of £7.8m was converted to a capital contribution at year end resulting in an increase in the cost of investment in KPG. The impairment charge of £10.3m arose from difference between the cost of investment and the value-in use calculation of this CGU (see note 3).

On 23 May 2022, the Company entered into a Sales and Purchase Agreement with Tyacks Gold Limited, a gold mining and exploration company, to acquire the entire share capital of said company (66.7% to the Company and 33.3% to MGIL). As consideration for the transaction, the Purchase price was agreed to be a total of £1.2m ($1.5m) cash which was agreed to be paid in three tranches and the seller was also granted a 0.5% net smelter royalty (included as a contingent consideration of £619,000) in prior year accounts.

On 23 June 2023, the Company entered into a Settlement Agreement with the prior owners of Tyacks for full and final settlement of the purchase price which included both the outstanding debt of £482,000 and this net smelter royalty. This entire liability (outstanding debt and contingent consideration) was extinguished through the issue of 133,333,334 new ordinary shares with a fair value of the share price on the day of issue of £0.00425. This resulted in a gain of £534,000 which has been recognised in the current year in other income. The purchase price was not affected by this settlement as the measurement period had expired.

No impairment of the cost of investment in Tyacks was considered necessary as the value of the underlying assets was higher than this cost of investment (see note 15).

The details for the acquisition accounting for the purchase of Tyacks can be found in the prior year Group financial statements.

Information about the composition of the Group at the end of the reporting period is as follows:

Name	Principal activity	Place of incorporation and operation	% owned subsidiary
Kilimapesa Gold Pty Ltd ("KPGL")	Precious metals production	Kenya	100*
Tyacks Gold Limited ("Tyacks")	Exploration and Mining	Tanzania	100**
Caracal Holdings Ltd ("CHL"), formerly Mayflower Gold Investments Ltd ("MGIL")	Precious metals production	England and Wales	100
Caracal Investments Ltd	Holding company	Mauritius	100

*held indirectly through Caracal Holdings Ltd

**held 66.7% through the Company and 33.3% to Caracal Holdings Limited

On 31^st August 2021, the Company acquired the entire share capital of KPGL. Further details regarding this reverse acquisition and its accounting can be found in the prior year Group financial statements.

The registered office of KPGL is L.R. No.209/8342/3, First Ngong Avenue, PO Box 7478, Nairobi, Kenya.

CHL was incorporated on 9^th December 2020 and its registered office is 165 Fleet Street, London, UK, EC4A 2DY. On 16^th August 2022, the company changed its name to Caracal Holdings Limited (CHL). In accordance with section 479A of the Companies Act 2006, CHL is exempt from the audit of its accounts as its financial information is fully consolidated within the audited accounts of the parent company. Its registered number is 13072031.

The registered office of Caracal Investments is c/o Dale International Trust Company Limited, 3^rd Floor Tower A, 1 Cybercity, Ebene 72201, Mauritius.

The registered office of Tyacks is 10 Chato Street, Regent Estate, PO Box 9020, Dar es Salaam, Tanzania.

15. Intangible assets

GROUP	Total
	£'000
Cost
Balance as at 31 December 2020	-
Acquisition of Tyacks (see note 14)	2,392
Balance as at 30 June 2022	2,392

Additions	682
Balance as at 30 June 2023	3,074

In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

• The Group's right to explore in an area has expired or will expire in the near future without renewal.

• No further exploration or evaluation is planned or budgeted for.

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

• Sufficient data exists to indicate that the book value may not be fully recovered from future development and production.

After careful consideration, the Directors concluded that no impairment was indicated in the current year.

16. Property, plant and equipment

COMPANY	Plant and equipment	Total
	£'000	£'000
Cost
Balance as at 30 June 2022	330	330
Additions	-	-
Balance as at 30 June 2023	330	330

Depreciation
Balance as at 30 June 2022	27	27
Charge for the year	33	33
Balance as at 30 June 2023	60	60

Carrying value
Balance as at 30 June 2022	302	302
Balance as at 30 June 2023	270	270

Group

In assessing the carrying amounts of its mining assets (shown below), the Directors have used an expansion of the mining capacity up to 24,000 oz of gold per annum in the next year, Gold revenues have been estimated over the life of mine period at a management estimate of $2,000 per oz. A discount rate of 8% has been utilised to give a net present value of the existing mine. No impairment has been indicated.

Details of land

Freehold land to the extent of 11,736 Ha, situated in Lolgorian, Transmara West, Narok County, held under Title Deed Nr

TRANSMARA/MOYOI/2366, Registry Map Sheet No. 19, in the Transmara District Land Registry. Purchased on 4 May 2015 for £230,216.

Pledged as security

Field vehicle additions in the prior period were acquired through a bank lease agreement which is secured on these assets.

Property, plant and equipment (continued)

GROUP	Land	(Restated)Land (leased)	Buildings	Mining assets	Plant and equipment	Field vehicles	Production vehicles	Office& Lab equipment	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
Balance as at 30 June 2022 (as restated)	243	833	122	3,302	4,070	96	304	39	9,009
Change in Decommissioning asset	-	-	-	(326)	-	-	-	-	(326)
Additions	-	-	31	8	136	47	463	163	848
FX effect	(46)	(158)	(28)	(581)	(728)	(25)	(123)	(31)	(1,720)
Balance as at 30 June 2023	197	675	125	2,403	3,478	118	644	171	7,811

Accumulated depreciation
Balance as at 30 June 2022 (as restated)	-	214	46	225	1,994	-	287	13	2,779
Depreciation charge	-	65	7	(5)	402	28	150	20	667
FX effect	-	(49)	(10)	(41)	(425)	(4)	(75)	(5)	(609)
Balance as at 30 June 2023	-	230	43	179	1,971	24	362	28	2,837

Carrying value
Balance as at 30 June 2022 (as restated)	243	619	76	3,077	2,076	96	17	26	6,230
Balance as at 30 June 2023	197	445	82	2,224	1,507	94	282	143	4,974

Property, plant and equipment (continued)

GROUP	Land	(Restated) Land (leased)	Buildings	Mining assets	Plant and equipment	Field vehicles	Production vehicles	Office & Lab equipment	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
Balance as at 31 December 2020 (as restated)	236	829	95	1,554	3,246	-	278	16	6,254
Additions	-	-	24	1,677	700	92	16	22	2,531
FX effect	7	4	3	71	124	4	10	1	224
Balance as at 30 June 2022 (as restated)	243	833	122	3,302	4,070	96	304	39	9,009

Accumulated depreciation
Balance as at 31 December 2020 (as restated)	-	143	38	155	1,300	-	246	12	1,894
Depreciation charge	-	70	7	63	624	-	32	1	797
FX effect	-	1	1	7	70	-	9	-	88
Balance as at 30June 2022 (as restated)	-	214	46	225	1,994	-	287	13	2,779

Carrying value
Balance as at 31 December 2020 (as restated)	236	686	57	1,399	1,946	-	32	4	4,360
Balance as at 30 June 2022 (as restated)	243	619	76	3,077	2,076	96	17	26	6,230

5. Inventories

GROUP	30 June 2023	30 June 2022
	£'000	£'000

Consumable stores	85	138
Raw materials and broken ore	334	457
Precious metal on hand and in process	47	117
	466	712

6. Trade and other receivables

	Group		Company
	30 June 2023	30 June 2022	30 June 2023	30 June 2022
	£'000	£'000	£'000	£'000

Trade debtors	-	-	-	-
VAT receivables	384	642	171	71
Amounts due from Group undertakings	-	-	179	6,997
Other receivables and prepayments	204	184	155	39
	588	826	505	7,108

In the opinion of the Directors, the carrying amount of trade and other receivables approximate their fair value.

£252,000 of the Group's trade and other receivables are denominated in Kenyan Shilling. And the remainder is in Pounds Sterling. All of the above amounts are due within one year.

The ageing of the debt is all less than one year. At the date of these accounts a significant proportion of these amounts have been received, including £150,000 that was received in relation to shares issued before the year end and £326,000 of the VAT receivable balance.

A decision was taken by the Board to reclassify the loans due from KPG to the Company into Investments (capital contributions) due to the underlying nature of this loan, as the Directors have waived the expectation that this debt will be repaid in the short term. The Board now view this loan as a long term investment rather than non-interest bearing loans, repayable on demand. The subsidiary agree with both the commercial and accounting treatment in relation to this debt are in the process of issuing preference shares to the Company to replace the intercompany loan.

19. Cash and cash equivalents

	Group		Company
	30 June 2023	30 June 2022	30 June 2023	30 June 2022
	£'000	£'000	£'000	£'000

Cash and cash equivalents	63	80	1	26
	63	80	1	26

Cash and cash equivalents consist of balances in "Absa", a South African registered bank, with a Fitch rating of BB-, and 'Equals Money', an international, domestic and card payment platform. Equals Group Plc is AIM-listed on the London Stock Exchange and is regulated and monitored by the Financial Conduct Authority.

20. Trade and other payables

	Group		Company
	30 June 2023	30 June 2022	30 June 2023	30 June 2022
	£'000	£'000	£'000	£'000

Trade creditors	3,145	541	685	164
Other payables and accruals	2,405	3,882	870	2,922
Taxes and social security	24	8	24	8
Amounts due to related parties	535	-	535	-
Deferred consideration	1,500	1,500	1,500	1,500
Contingent consideration due within one year	-	1,426	-	1,426
	7,609	7,357	3,614	6,019

In the opinion of the Directors the carrying amounts of trade and other payables approximate to their fair value.

Other payables in prior year includes an amount of £825,000 due to the prior owners of Tyacks for the completion of this acquisition (see note 14). This debt was extinguished in the year through the payment of cash and equity.

Other payables in prior year also includes an amount of £2m in relation to the ORCA CLN. This has been shown as part of Borrowings balance (see note 21) in the current year to better reflect the underlying transaction which was finalised as a CLN and not a subscription for shares.

On 12 May 2023, the Company renegotiated the terms of the repayment of the Mill End facility. Mill End also exercised the pledge, which had been entered into by the Directors Robbie McCrae and Gerard Kisbey-Green, as part of this financing transaction, and thus through the Directors, was issued a total of 153,800,000 Ordinary Shares in the Company. The Company has agreed to issue the Directors this same number of shares as part of the Prospectus that is expected to complete after the publication of this report and accounts. This amount has been recognised as a Finance Cost in the current year as it is associated with the loan and the liability of £535,000 is included in other creditors as 'amounts due to related parties'.

These shares were initially measured at the fair value of the equity instrument issued. On the dates of the pledging of these shares the fair value is measured at the share price, as there is a Level 1 - observable fair value for the shares. Any difference between the carrying amount of this financial liability when it is extinguished and the consideration paid, will be recognised in profit or loss and separately disclosed.

	Number of shares pledged	Date of pledge	Observable share price	Fair value
Robbie McCrae	98,500,000	18 April 2023	£0.00375	£369,375
Gerard Kisbey-Green	55,300,000	3 February 2023	£0.003	£165,900
	153,800,000			£535,275

The deferred consideration of £1.5m is due to Mayflower Capital as part of the consideration due for the acquisition of KPGL. This is due to be paid in shares on approval of the Prospectus by the FCA and the subsequent ability and authority of the Company to issue these shares.

The contingent consideration in prior year of £1,426,000 was based on the management performance shares arising from the Reverse Acquisition and was also due to be paid in shares. The Board has since reviewed the terms of these incentive payments, which initially had no clear expiry date for achievement of the required milestones and have concluded that the milestones have not been reached within an acceptable timeframe, the management performance expected has not been achieved and therefore no incentives payments will be made. As at 30 June 2023, the contingent consideration has been derecognised and a gain of £1,426,000 was included in other income.

21. Borrowings

Interest Bearing:	Group		Company
	30 June 2023	(Restated)30 June 2022	30 June 2023	30 June 2022
	£'000	£'000	£'000	£'000
Non-current liabilities
Bank borrowings	241	-	-	-
Other	-	5	-	-
Finance leases	500	679	-	-
	741	684	-	-
Current liabilities
Bank borrowings	188	-	-	-
Finance leases	44	45	-	-
Loan notes	6,533	1,657	6,533	1,657
	6,765	1,702	6,533	1,657

Bank Borrowings

The carrying amounts of the bank borrowings are denominated in USD and are secured by the following:

- Logbooks for the purchased vehicles

- Directors' personal guarantees

- Corporate guarantee for USD 108,016 for related party

Weighted average effective interest rate the year end on bank borrowings was 11%.

The maturity based on the repayment structure of the non-current bank borrowings is as follows:

	£'000
Between 1 and 2 years	80
Between 2 and 5 years	161
	241

Finance Leases (see note 3b for details regarding the Prior Year Adjustment relating to misstatement of Right of use Assets)

Gross lease liabilities - minimum lease payments
	30 June 2023	(Restated) 30 June 2022
	£'000	£'000
Less than one year	102	125
2-5 years	440	563
Over 5 years	294	448
Gross value of lease liabilities	836	1,136
Future interest expense on lease liabilities	(292)	(412)
Present value of lease liabilities	544	724

Present value of lease liabilities	30 June 2023	(Restated) 30 June 2022
	£'000	£'000
Less than one year	50	57
2-5 years	259	313
Over 5 years	235	354
	544	724

The company leases land where the mine is located. The leases of land are typically for a period of 20 years, with options to renew. None of the leases contains any restrictions or covenants other than the protective rights of the lessor or carries a residual value guarantee. The weighted average effective interest rates at the reporting date was 10%.

Loan Notes

	Initial borrowing	Amount in accounts including interest due	Interest rate per annum	Repayment date
ORCA CLN £	£2,000,000	£2,208,000	8%	None*
Koenig CLN	£2,000,000	£2,152,000	8%	None*
Orca CLN $	$1,000,000	£860,000	8%	None*
Deepad Limited	$113,000	£108,000	50%	On demand
Mill End Loan	$1,523,258	£1,205,000	See below	See below
		£6,533,000

*These CLN's will convert to shares on the approval of the Prospectus

On 15 March 2022, the Company drew up a Subscription Document with ORCA Capital GmbH ("ORCA"), a company incorporated and registered in Germany, for £2 million. During the year, it came to light that the Company would not be able to issue these shares without the completion of a Prospectus. Therefore, the documentation was reproduced as a Convertible Loan Note Instrument ("CLN") with an interest rate of 8% per annum. The conversion price being agreed as £0.06 per Ordinary share, save that where the price per ordinary share falls below £0.06, the conversion price shall be 90% of the 10-day VWAP of an ordinary share. 167 million warrants were also issued to ORCA, at an exercise price of £0.0085 and are exercisable for 2 years from the date of grant. All outstanding notes together with accrued interest shall convert automatically into fully paid Ordinary shares at the Conversion Price on approval of the Prospectus by the FCA and subsequent ability and authority of the Company to issue shares. The balance of £2m has been reclassified from 'trade and other payables' in the prior period to 'short term loan and borrowings - interest bearing' in the current period to reflect this amended documentation.

On 18 July 2022, the Company entered into a CLN Instrument with Koenig Vermoegensvermaltungsgesellschaft MBH ("Koenig"), a company incorporated and registered in Germany, for £2 million at an interest rate of 8% per annum. The conversion price being agreed as £0.06 per Ordinary share, save that where the price per ordinary share falls below £0.06, the conversion price shall be 90% of the 10 day VWAP price of an ordinary share. 167m warrants were also issued to Koenig, at an exercise price of £0.0085 and are exercisable for 2 years from the date of grant. All outstanding notes together with accrued interest shall convert automatically into fully paid Ordinary shares at the Conversion Price on approval of the Prospectus by the FCA and subsequent ability and authority of the Company to issue shares.

On 8 February 2023, the Company entered into a further CLN facility with ORCA for up to $5m. The first tranche of $1m (£836,453) of loan notes was immediately drawn down with an interest rate of 8% The loan notes are convertible into ordinary shares at a price of 90% of the 10-day VWAP of an ordinary share prior to the business day, on which the noteholder serves the conversion notice on the Company following approval of the Prospectus by the FCA and subsequent ability and authority of the Company to issue shares. 137 million warrants were also issued to ORCA, at an exercise price of £0.0085 and are exercisable for 2 years from the date of grant.

The Company's obligations in respect of all the Loan Notes held by ORCA have been secured by a share pledge granted by the Company's subsidiary Caracal Holdings Ltd over KGPL, the 100%-owned Kenyan operating subsidiary of Caracal Holdings (the "Security"). The Security will be released upon the approval of the Prospectus by the FCA.

The above CLN liabilities have not been discounted due to the short timeframe (i.e. they are all due within one year) and have been presented in the Balance Sheet at their face value (including interest payable). Fair value is not considered to be materially different from the carrying value since the borrowings are of a short term nature.

The Company also entered into a loan with Deepad Limited for $113,000 which is repayable on demand with an interest rate of 50% per annum.

Mill End Convertible Loan Note

On 21 June 2022, the Company entered into a Loan Note Instrument with Mill End Capital Limited (the "Noteholder") for a total of £1.25m ($1.5m). This was draw down in its entirety on 27 June 2022. The total creditor recorded in the prior year accounts is £1.7m which is made up of £1.25m principal and £407,000 accrued interest.

On 12 May 2023, the Company renegotiated the terms of the repayment of the facility and paid down a further $300,000 before year end and $100,000 post year end. Mill End also exercised the pledge, which had been entered into by the Directors Robbie McCrae and Gerard Kisbey-Green, as part of this financing transaction, and thus through the Directors, was issued a total of 153,800,000 Ordinary Shares in the Company. (See note 20)

The Company will repay the remainder of the Mill End financing as follows:

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: 0.035 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.

21.b Net debt reconciliation

Group net debt		(Restated)
	2023	2022
	£'000	£'000

Cash and cash equivalents	63	80
Bank overdraft and loans	(189)	-
Borrowings	(6,774)	(1,662)
Lease liabilities	(543)	(724)
Net debt	(7,443)	(2,306)

Group	Borrowings	Leases	Cash	Total
	£'000	£'000	£'000	£'000

Net debt at 1 July 2022 (as restated)	(1,662)	(724)	80	(2,306)
Net financing cashflows	(2,985)	117	(17)	(2,885)
Reclassification from prior year of loan	(2,000)	-	-	(2,000)
Interest expense	(471)	66	-	(405)
Foreign exchange adjustments	155	(2)		153
Net debt at 30 June 2023	(6,963)	(543)	63	(7,443)

Company net debt	2023	2022
	£'000	£'000

Cash and cash equivalents	1	26
Borrowings	(6,533)	(1,657)
Net debt	(6,532)	(1,631)

Company	Borrowings	Cash	Total
	£'000	£'000	£'000
Net debt at 31 December 2020	(450)	-	(450)
Net financing cashflows	(1,207)	26	(1,181)
Net debt at 1 July 2022	(1,657)	26	(1,631)
Net financing cashflows	(2,606)	(25)	(2,631)
Reclassification from prior year of loan	(2,000)	-	(2,000)
Interest expense	(402)	-	(402)
Foreign exchange adjustments	132		132
Net debt at 30 June 2023	(6,533)	1	(6,532)

22. Deferred tax liabilities

Group	£'000

Brought forward as at 1 January 2021	-
Deferred tax arising from acquisitions in prior period	552
Carried forward as at 30 June 2022	552
Carried forward as at 30 June 2023	552

The deferred tax liability in prior year has arisen following the acquisition of Tyacks in the which has been accounted for as asset acquisition. A deferred tax liability has been recognised on the Fair Value uplift of the assets acquired (see note 14), which has been calculated at a rate of 30% of the uplift of asset value being the applicable Tanzanian tax rate.

23. Provisions and contingent liabilities

	Group		Company
	30 June 2023	30 June 2022	30 June 2023	30 June 2022
	£'000	£'000	£'000	£'000

Provision for rehabilitation and environmental provision	750	1,370	-	-
Contingent consideration	-	619	-	619
	750	1,989	-	619

Group	£'000
Provision for rehabilitation and environmental provision
Brought forward as at 1 July 2022	1,370
Change in estimation of provision	(326)
Foreign exchange movement	(328)
Unwinding of discount	34
Carried forward as at 30 June 2023	750

The above relates to site restoration for open pit operations at Kilimapesa Gold (PTY) Limited. The fair value of the above provision is measured based on expected future cashflows using a discount factor. The yields of Kenyan sovereign bonds with a maturity profile commensurate with the anticipated rehabilitation schedules have been used to determine discount factors applied to anticipated future rehabilitation costs. (In prior year the 10 year US Bond rate was applied and the average annual US inflation rate*). The provision represents the net present value of the best 'estimate of the expenditure required to settle the obligation to rehabilitate environmental 'disturbances caused by mining operations. The liability is re-estimated yearly.

Rehabilitation and environmental provisions are based on management estimates of work and the judgement of the directors. By its nature, the detailed scope of work required, and timing of such work is uncertain. The provision has been adjusted for in the current year which includes a significant movement due to the foreign exchange effect on the underlying liability. In the opinion of the Directors the carrying amounts of the provision for decommissioning cost approximate their fair value.

The principal assumptions used are as follows:

	2023	2022
Discount rate	15.7%*	3.5%*
Inflation rate	7%	5%*
Life of licence (years)	11	12
Abandonment date	Year 2032	Year 2032
Licence expiry date	Year 2032	Year 2032

*the discount rate of 15.7% is based on a Kenyan 10 year Government Bond to reflect the local funding costs for the abandonment of the mine. This resulted in a material change in the provision. The Directors are of the opinion that the change in the discount rate was appropriate as it better reflects the economic nature of the underlying liability.

Group and Company	£'000
Contingent consideration
Brought forward as at 1 July 2022	619
Contingent consideration extinguished	(619)
Carried forward as at 30 June 2023	-

On 23 May 2022, the Company entered into a Sales and Purchase Agreement with Tyacks. As part of the sale the seller was also granted a 0.5% gross net smelter return royalty which was included in the prior year accounts at the present value of £619,000.

24. Share capital and premium

Group	Ordinary Shares (number)	Share Capital £'000	Share Premium £'000	Total £'000

At 31 December 2020	600,000	4,430	-	4,430
Transactions dated 31 August 2021:
Transfer of capital of KPGL to Reverse Acquisition Reserve	(600,000)	(4,430)	-	(4,430)
Issued share capital of CGP at acquisition	132,400,000	132	602	734
Issue of shares for acquisition of subsidiary	428,846,154	429	3,860	4,289
Issue of shares at placing price £0.0075	358,251,275	358	2,329	2,687
Issue of shares at placing price £0.01	280,700,000	281	2,526	2,807
Issue of Equity-for-Debt shares	107,753,803	108	969	1,077
Issue of Convertible Debt shares	51,050,000	51	460	511
Issue of shares in lieu of settlement of fees	89,424,425	89	793	882
	1,448,425,657
Issue of additional placing shares £0.01 on 20 September 2021	30,897,834	31	278	309
Issue of shares in lieu of settlement of fees on 20 September 2021	29,450,000	29	275	304
Issue of additional placing shares at £0.0075 on 20 September 2021	19,080,000	19	124	143
Issue of shares for acquisition of subsidiary (to GMRL $450,000)	32,867,800	33	296	329
Issue of shares in lieu of settlement of fees on 4 November 2021	14,608,709	15	136	151
Issue of shares at placing price of £0.0125 on 2 December 2021	40,000,000	40	460	500
Issue of shares at placing price of £0.0125 on 27 December 2021	24,000,000	24	276	300
Issue of shares in lieu of settlement of fees on 27 January 2022	9,100,000	9	82	91
Issue of shares on warrant exercise on 7 February 2022	37,500,000	38	-	38
Issue of shares at placing price of £0.0095 on 14 February 2022	177,048,592	177	1,505	1,682
Issue of shares at placing price of £0.0125 on 17 February 2022	16,000,000	16	184	200
Cost of share issue			(849)	(849)
As at 30 June 2022	1,878,978,592	1,879	14,306	16,185
	(2)
Issue of shares for Tyacks settlement	133,333,334	133	433	567
Issue of shares at placing price of £0.003 on 21 June 2023	117,000,000	117	234	351
Cost of share issue	-	-	(80)	(80)
As at 30 June 2023	2,129,311,924	2,129	14,893	17,023

The issued capital of the Group for the period to 31 August 2021 is that of KPGL which had 600,000 shares in issue of 1,000 Kenyan Shillings (KSH) each.

Upon completion of the acquisition the share capital of KPGL was transferred to the Reverse Acquisition Reserve (see note 5) and the share capital of CGP was brought to account. The shares were all of par value £0.001.

Post Balance Sheet date the following shares were issued:

On 26 July 2023, 3,350,000 ordinary shares were issued to a supplier in lieu of fees of £10,000 and on 26 September 2023, 30,916,667 ordinary shares were issued at a placing price of £0.003.

On 23 January 2024, the Company issued 46,666,667 new Ordinary Shares of £0.001 each at a price of £0.003 per Ordinary Share.

On 26 March 2024, the Company issued 260,000,000 new Ordinary Shares of £0.001 each at a price of £0.003 per Ordinary Share.

25. Warrants and share-based payments

The Group has the following warrants outstanding at year end:

Date of Issue	Name/Reason for issue	No. of warrants	Exercise price pence per share	Expiry date
23.06.2022	Mill End Warrants	52,101,062	0.8p	20.06.2025
01.07.2022	Orca Warrants	166,666,667	0.85p	08.03.2024
18.07.2022	Koenig Warrants	166,666,667	0.85p	18.07.2024
21.06.2023	June Placing Warrants	58,500,000	0.6p	31.12.2024
		443,934,396

The movement in warrants during the period was as follows:

	Number of warrants	Exercise price (pence)
As at 1 July 2022	633,296,641	-
Issued in the period	391,833,334
Expired in the period	(581,195,579)
Exercised in the period	-
As at 30 June 2023	443,934,396

The June Placing warrants have been determined as equity instruments under IAS 32 and as such have been issued at nil cost.

The weighted average exercise price of the warrants outstanding at the year-end is 0.8p (2022: 2.6p). The weighted average life of the warrants outstanding at the year-end is 1.0 years (2022: 0.81 years).

In the current year, the Orca and Koenig warrants (Prior year: Mill end warrants) are valued in accordance with IFRS 2, as equity settled share-based payment transactions. £555,000 has been recognised as the fair value for these warrants and has been charged against finance costs as they directly relate to the services provided by these companies to raise finance.

The fair value was calculated using the Black Scholes model with inputs as detailed below:

	Orca warrants	Koenig warrants	Mill End warrants
Share price	0.93p	0.83p	0.7p
Exercise price	0.85p	0.85p	0.8p
Expected life	2 years	2 years	3 years
Volatility	66%	66%	31%
Risk-Free Interest rate	1.37%	1.99%	1.24%
Expected dividends	-	-	-

Expected volatility has been based on an evaluation of the historical volatility of similar Company's share price in the same industry and listed on the same Exchange. The Company have not used Caracal's historical volatility due to the two extended periods of suspension from trading on the LSE. The fair value has been discounted by 50% to account for the early-stage development of the Company and limited liquidity due to its small capital nature.

26. Contingent liabilities

The Group does not have any contingent liabilities at the year-end (2022: none).

27. Capital commitments

The Group has $23,907 in annual rent commitments in relation to maintaining licenses in Tanzania.

Ground rent at the Kilimapesa mine is 500,000 KES per year (£3,333) and is due to be paid annually until 2032. The exploration licence at Kilimapesa is 138,284 KES per year (£922) and is due to be paid for a period of two further years. All Royalty commitments are recorded as they fall due in the same accounting period as the revenue it relates to.

28. Ultimate controlling party

The Directors do not consider there to be one ultimate controlling party and the significant shareholders have been disclosed in the Directors' Report.

29. Related party transactions

Transactions with subsidiaries/related parties

	30 June 2023	30 June 2022
	£'000	£'000
Amounts owed to related parties:
Caracal Investments Limited	-	8
Amounts due from related parties:
Kilimapesa Gold Tyacks Gold Caracal Investments Ltd	45 121 13	6,997 - -
	179	6,997

In prior year KPGL had been granted loans from its Holding Company, GMRL. Interest was charged at 1% per annum. No interest has been charged since the loan was reassigned. The loan is unsecured and has no maturity date and is denominated in USD. This loan was transferred to CHL as part of the Reverse Acquisition (see note 5). In current year this loan has been reclassified to Capital Contributions and preference shares will be issued by KPG to replace this loan.

Transactions with Key Management Personnel

Directors remuneration is set out in the Remuneration Report and note 9 to these accounts.

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"), to Mill End Capital Limited. Mr McCrae, an executive Director of the Company, and the sole owner of Mansa Capital ("Mansa"), acting through Mansa also transferred 98,500,000 Ordinary Shares to Mill End Capital Limited.

The Company has agreed to issue the Directors this same number of shares in 2024 as part of the Prospectus process. This amount has been recognised as a Finance Cost in the current year as it is associated with the loan and the liability is included in other creditors as a related party. The liability as at 30 June 2023 is recorded as £211,475.

The following Directors received consultancy/commission fees through the following companies:

Directors	Company	2023 Fees Paid	2022 Fees Paid
		£'000	£'000
Stefan Muller	FCM Consulting	41	-
James Longley	James Longley Limited	-	156
Charles Tatnall	Tatbels Limited	-	146

In the prior year, on 5 January 2021 as part of a standstill agreement between Fandango Holdings PLC, Stranger Holdings PLC and Papillon Holdings PLC it was agreed that no further interest would accrue on any of the borrowings from the two companies, that the total amount of capital and interest due to Stranger Holdings PLC would be assigned to Fandango Holdings PLC and that the revised total amount due to Fandango Holdings PLC of £381,332 comprising capital and accrued interest would be converted into 38,133,261 new ordinary shares of 1 pence each in the company. This allotment of new shares took place on 31 August 2021 as part of the reverse acquisition of KPG.

In the prior year, Medini Rwanda Pty Limited received 98.5 million consideration shares at £0.01 per share and Mansa Capital Limited received 5 million ordinary shares at £0.01 per share in lieu of cash as part of an introducers fee in relation to the reverse acquisition of KPG. Robbie McCrae is a director and has overall control of both companies.

In the prior year, Theseus Enterprises Limited received 55.3 million consideration shares at £0.01 per share in relation to the reverse acquisition of KPG. Gerard Kisbey-Green is a director and has overall control of said company.

In prior year, KPG directors, due to the nature of the reverse acquisition, were considered to be related parties. These directors, that are not also directors of Caracal Gold are disclosed below:

Directors	2022
	£'000
J Brewer	98
LK Biwott	10
R Shikuko	33

In the prior year, Gathoni Muchani Investments Limited received 15.9 million ordinary shares at £0.01 per share in lieu of cash as part of an introducers fee in relation to the reverse acquisition of KPG. Jason Brewer, a director of KPG is also a significant shareholder of said company.

Management Warrants and Performance Shares

Various awards were made to related parties in prior year with performance related conditions attached. All management warrants and performance shares were considered null and void by the Directors as at 30 June 2023 as it was considered that none of the milestones had been met in the appropriate timeframe.

30. Events after the reporting period

On 26 July 2023, 3,350,000 ordinary shares were issued to a supplier in lieu of fees of £10,000 and on 26 September 2023, 30,916,667 ordinary shares were issued at a placing price of £0.003. The subscribers were also issued a total of 15,458,333 investor warrants based on a one for two basis, with an exercise price of £0.006 and expiry date of 31 December 2024.

On 29 September 2023, the Company signed a short term loan from the Director Robbie McCrae for £33,000 ($40,000) with an annual interest rate of 10%, repayable on 31 December 2025.

On 6 November 2023, the Company entered into a US $1,400,000 Financing Agreement with Koening Vermoegensverwal Tungsgesellschaft. The Company shall make monthly payments and each monthly payment shall be calculated as the higher of US $50,000 and 50% of free cash flow of the Company. The total repayment has been agreed as follows: (i) $1,750,000 if settled on or before 30 June 2024; (ii) $2,100,000 if settled on or before 31 December 2024; (iii) $2,450,000 if settled on or before 30 June 2025; and (iv) $2,800,000 if settled on or before 31 December 2025.

On 13 November 2023, the Company signed a short term loan from the Director Robbie McCrae for $150,000 with an annual interest rate of 10% per annum above the Bank of England's Base Rate, repayable on 31 December 2025.

On 23 January 2024, the Company issued 46,666,667 new Ordinary Shares of £0.001 each at a price of £0.003 per Ordinary Share (fund raise of £140,000). The subscribers were also issued a total of 46,666,667 investor warrants based on a one for one basis, with an exercise price of £0.0042 and expiry date of 23 January 2026.

On 26 March 2024, the Company issued 260,000,000 new Ordinary Shares of £0.001 each at a price of £0.003 per Ordinary Share (fund raise of £780,000). The subscribers were also issued a total of 46,666,667 investor warrants based on a one for one basis, with an exercise price of £0.0042 and expiry date of three years from Admission of these shares to trading on the LSE.

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Caracal Gold (GCAT)

Friday, 20th December 2024

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