Interim results 31 December 2023

Caracal Gold PLC

04 November 2024

 

4 November 2024

Caracal Gold PLC

('Caracal' or the 'Company')

Interim results - 31 December 2023

Caracal Gold PLC ("the Company"), the East African gold producer with over 1.3 million oz of JORC-compliant gold resource, is pleased to announce its unaudited interim results for the six months ended 31 Dec 2023 ("the period"). These results can also be found on the Company's website.

Simon Grant-Rennick, Chairman, commented: "The completion of the interims indicates that the Company is one step nearer to being able to lift the Company's suspension and progress the prospectus in line with our announcement of 19 September. I would like to thank our shareholders for their continued patience."

* * ENDS * *

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

Caracal Gold plc Robbie McCrae Simon Grant-Rennick	[e-mail] [e-mail]
DGWA, the German Institute for Asset and Equity Allocation and Valuation European Investor and Corporate Relations Advisor Katharina Löckinger	[e-mail]

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.

Operational Review

The interim accounts cover the period of operations from 1 July 2023 to 31 December 2023, which continued to be a challenging period for the Company.  Focus has been on progressing the financing options for the Company whilst ensuring that financial reporting requirements are being met in order to meet the requirements for a restoration of the Company's listing.

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

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	7.8	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	1365

On 26 October 2023, the Company announced the completion of phase 1 of the work program for the Mine Plan for the Kilimapesa expansion.  This was led by Minopex Advisory (Pty) Ltd, who were tasked with a review of the geological model, mineralization model and grade models; as well as producing the Whittle optimisations, pit designs and a project evaluation. 

This Phase 1 mining plan has 2,427,279t of ore mined over the 36-month period at an average grade of 1.06g/t. 529,756t at an average grade of 1.8g/t are processed through the Milling/CIL plant with 1,897,524t at an average grade of 0.86g/t processed by the Heap Leach plant. The plan assumes a 75% recovery by the Milling/CIL plant for 23,002oz recovered and a 50% recovery through the Heap Leach plant for a total of 26,153oz recovered. Combined Milling/CIL and Heap Leach production over the 36 months is 49,155oz.

The current capital cost to complete the Kilimapesa expansion project is approximately US $10.5m based on the results from the Phase 1 work. A reduction in the capital is expected and this plan will now be costed and an updated capital cost for the expansion project will be calculated and announced at a later date.

Board Appointments and Changes

On 19 July 2023, the Company announced the resignation of the Non-Executive Director, Rachel Johnston. There were no other Board changes during the period covered by these interim statements.

Outlook

The Company was pleased to announce two significant developments on the 28 October 2024. The receipt of the mining license for the Kanegele project in Tanzania and the finalization of payment terms with Tyacks Gold Limited's vendors.  This, alongside the announcement of 21 June 2024, which set out the details in the conditional funding secured from a strategic investor (the "Cynergy Transaction") and the Mine Plan mentioned above, highlight that the Company are making significant progress and expect to now have the essential funding for the Kilimapesa expansion.

Interim Financial Review for the Period 1 July 2023 to 31 December 2023

For the interim period from 1 July 2023 to 31 December 2023, the financial performance was marked by a reduction in revenue due to the temporary cessation of production and a smaller workforce. This in turn led to a decrease in administrative expenses from £1.9m to £1.2m.

Finance costs rose substantially from £0.3m to £0.9m due to increased interest expenses. The rise in these costs is largely driven by the addition of new financing facilities to support working capital and operational needs of the Group.

As of 31 December 2023, the balance sheet reflects an increased net liability position from £7.3m to £9.9m compared to the end of June 2023. This increase is primarily due to the new financing obtained within the period, contributing additional liabilities.

The cash outflow from operations remained comparable to the prior interim period, totalling approximately £1 million.

The proceeds from loan notes in this period amounted to £1.1m, a decrease from the £2m received in the prior interim period. Additionally, new equity from shareholders brought in £0.2 million.

In summary, the temporary cessation of production, the increased finance costs and additional financing have continued to place pressure on the Group's net liability position. However, management is focused on navigating these challenges with a continued emphasis on producing the required financial reports to lift its suspension, raise new finance and commence the Kilimapesa expansion mine plan as well as advancing the Kanegele project in Tanzania.

Principal Risks

The principal risks and uncertainties for the remaining six months of the financial year remain the same as those contained within the annual report and accounts as at 30 June 2023.

Despite the net liability position as of 31 December 2023, the directors are confident in the Group's ability to generate future income and its access to financing to do this. They also have reviewed the carrying value of the Group's assets and do not consider there to be any further impairment in their value since 30 June 2023.

Related- party transactions

On 13 July 2023, the Company announced that certain investors which took place in the subscription were introduced by Mr. Stefan Muller who is a Non-Executive Director of the Company. Mr. Muller's company Deutsche Gesellschaft für Wertpapieranalyse GmbH ("DGWA") was paid a commission of 5% of the gross proceeds of the amount introduced by DGWA (the "Commission"). DGWA has opted to take this commission in shares at the Subscription Price, totalling 3,350,000 ordinary shares (the "Commission Shares").

DGWA was also be paid a commission of 6% on the US $1m the Company received from Orca Capital GmbH via the issue or secured convertible loan notes announced on 16^th February 2023.

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 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 1 October 2024, the Company announced it had entered into a further Loan Agreement with Robbie McCrae, the CEO of Caracal. The principal amount of the loan is US$100,000. The final repayment date will be 31 December 2024, accruing interest at 10% per annum above the Bank of England's Bank Rate.

Statement of directors' responsibilities

The directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

·      an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·      material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

By order of the board

The interim report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

Simon Grant-Rennick

Executive Chairman

4 November 2024

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Note	6 months ended   31 December 2023 £'000 (unaudited)	12 months ended   31 December 2022 £'000 (unaudited)
Continuing operations
Revenue		646	2,380
Cost of sales		(1,222)	(3,306)
Gross loss		(576)	(926)
Administrative expenses		(1,238)	(1,905)
Operating loss before finance costs		(1,814)	(2,831)
Finance costs		(876)	(269)
Other income		13	4
Foreign exchange loss		30	(617)
Loss before taxation		(2,647)	(3,713)
Taxation		-	-
Loss for the period		(2,647)	(3,713)
Other comprehensive income - items that may be reclassified subsequently to profit and loss account
Translation of foreign operations		142	433
Total other comprehensive loss		142	433
Total comprehensive loss for the period attributable to the owners of the Parent Company		(2,505)	(3,280)
Loss per share - basic and diluted (pence)	5	(0.12p)	(0.20p)

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Note	As at   31 December 2023 £'000 (unaudited)	As at   30 June 2023 £'000 (audited)
Non-Current Assets
Intangible assets	6	2,904	3,074
Property, plant and equipment	7	4,270	4,974
Total Non-Current Assets		7,174	8,048
Current assets
Inventories	8	318	466
Trade and other receivables	9	268	588
Cash and cash equivalents		73	63
Total Current Assets		659	1,117
Total Assets		7,833	9,165
Equity and Liabilities
Share capital	12	2,163	2,129
Share premium	12	14,962	14,893
Translation reserve		(995)	(937)
Reverse acquisition reserve		6,481	6,481
Share-based payment reserve		619	619
Retained earnings		(33,084)	(30,437)
Total Equity		(9,854)	(7,252)
Non-Current Liabilities
Deferred tax liability		552	552
Provisions and contingent liabilities		591	750
Loans and borrowings - interest bearing	11	660	741
Total Non-Current Liabilities		1,803	2,043
Current Liabilities
Trade and other payables	10	7,461	7,609
Loans and borrowings - interest bearing	11	8,423	6,765
Total Current Liabilities		15,883	14,374
Total Liabilities		17,687	16,417
Total Equity and Liabilities		7,833	9,165

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	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 30 June 2022 (audited) - Restated	1,879	14,306	148	6,481	444	(25,302)	(2,044)
Loss for the Period	-	-	-	-	-	(3,713)	(3,713)
Other comprehensive income	-	-	-	-	433	-	433
Total comprehensive loss for the period	-	-	-	-	433	(3,713)	(3,280)
Cost of share issues in prior period	-	(60)	-	-	-	-	(60)
Total transactions with owners	-	(60)	-	-	-	-	(60)
Balance at 31 December 2022 (unaudited) - Restated	1,879	14,246	148	6,481	877	(29,015)	(5,384)
Loss for the Period	-	-	-	-	-	(1,506)	(1,506)
Other comprehensive income	-	-	-	-	(1,814)	-	(1,814)
Total comprehensive loss for the period	-	-	-	-	(1,814)	(1,506)	(3,320)
Issue of shares	250	667	-	-	-	-	917
Cost of shares issued	-	(20)	-	-	-	-	(20)
Share-based payment	-	-	555	-	-	-	555
Expired warrants	-	-	(84)	-	-	84	-
Total transactions with owners	250	647	471	-	-	84	1,452
Balance at 30 June 2023 (audited)	2,129	14,893	619	6,481	(937)	(30,437)	(7,252)
Loss for the Period	-	-	-	-	-	(2,647)	(2,647)
Other comprehensive income	-	-	-	-	(58)	-	(58)
Total comprehensive loss for the period	-	-	-	-	(58)	(2,647)	(2,505)
Issue of shares	34	69	-	-	-	-	103
Total transactions with owners	34	69	-	-	-	-	103
Balance at 31 December 2023 (unaudited)	2,163	14,962	619	6,481	(995)	(33,084)	(9,854)

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT

	6 months ended   31 December 2023 £'000 (unaudited)	6 months ended   31 December 2022 £'000 (unaudited)
Cash flows from operating activities
Operating loss - continuing operations	(2,647)	(3,713)
Adjustments for:
Depreciation	240	258
Other income	(13)	-
Finance costs	876	269
Share-based payment	10	-
Foreign exchange movement	64	433
Operating cash flow before working capital movements	(1,470)	(2,753)
Decrease in trade and other receivables	320	326
(Increase)/decrease in trade and other payables	(150)	1,475
Decrease/(increase) in inventories	148	(61)
Net cash flows from operating activities	(1,152)	(1,013)
Net cash flows from investing activities
Payments for intangibles assets	-	(343)
Expenditure of exploration, development and production assets	(36)	(592)
Net cash flows from investing activities	(36)	(935)
Net cash flows from financing activities
Proceeds from loan notes	1,054	2,000
Payment of lease liabilities	(48)	(69)
Interest paid	(52)	-
Proceeds from issue of share capital	244	-
Cost of share issues	-	(60)
Net cash flows from financing activities	1,198	1,870
Net increase/(decrease) in cash and cash equivalents	10	(78)
Cash and cash equivalents at the beginning of the period	63	80
Cash and cash equivalents at the end of the period	73	2

1.   General Information

Caracal Gold Plc ('the Company' or 'CGP') is a public limited company with its shares traded in the "Equity Shares - Transition" category of the London Stock Exchange. This trading is currently suspended due to the delayed filing of financial information. 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.  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.

These interim condensed consolidated financial statements were approved for issue by the Board of directors on 4 November 2024.

The Company's auditors have not reviewed these interim condensed consolidated financial statements.

2.   Basis of preparation

This condensed consolidated interim financial report for the interim period ended 31 December 2023 has been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the financial statements for the year ended 30 June 2023, which has been prepared in accordance with both "International Accounting Standards in conformity with the requirements of the Companies Act 2006" and "International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union" and any public announcements made by Caracal Gold Plc during the interim reporting period.

The interim financial statements present the results for the Group for the 6 months ended 31 December 2023. The statement of comprehensive income and cashflow comparative periods are for the period from 1 July to 31 December 2022 and the balance sheet is for the period ended 30 June 2023. The comparatives in the statement of comprehensive income for 31 December 2022 have not been restated for the prior year adjustment, in relation to the error in identification of Right of Use Assets, as the effect to this statement is not considered material.

No taxation charge has arisen for the period and the Directors have not declared an interim dividend.

Copies of the interim report can be found on the Company's website at www.caracalgold.com

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

The business is not considered to be seasonal in nature.

The accounting policies applied by the Group in these interim condensed consolidated financial statements are the same as those applied by the Group in its audited financial statements for the period ended 30 June 2023. There were no new or amended accounting standards adopted or introduced that required the Group to change its accounting policies. The directors also considered the impact of standards issued but not yet applied by the Group and do not consider that there will be a material impact of transition on the financial statements.

Going concern

The interim condensed consolidated financial statements have been prepared on a going concern basis. The Group's assets are not currently generating substantial revenues and therefore an operating loss has been reported. An operating loss is still likely in the 12 months subsequent to the date of these financial statements. As a result, the Group will need to raise funding to provide additional working capital within the next 12 months. The ability of the Group to meet its projected expenditure is dependent on both operational performance, further equity injections and / or the raising of cash through bank loans or other debt instruments. These conditions necessarily indicate that a material uncertainty exists that may cast significant doubt over the Group's ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business. Whilst acknowledging this material uncertainty, the directors remain confident the project will perform and they will be able to raise additional finance and therefore, the directors consider it appropriate to prepare the interim condensed consolidated financial statements on a going concern basis. The interim condensed consolidated financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

3.   Critical Estimate and Judgements

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results might differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements of Caracal Gold Plc for the year ended 30 June 2023.

4.   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 three 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;

·      Gold mining operations, based in Kenya, and

·      Gold exploration, based in Tanzania.

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

Interim period ending 31 December 2023		United Kingdom £'000	Kenya £'000	Tanzania £'000		£'000
Revenue		-	646	-		646
Cost of sales		-	(1,222)	-		(1,222)
Gross Profit		-	(576)	-		(576)
Operating expenses		(466)	(699)	(73)		(1,238)
Operating Loss		(466)	(1,275)	(73)		(1,814)
Other income		-	13	-		13
Finance and similar charges		(824)	(52)	-		(876)
Foreign exchange		33	-	(3)		30
Loss before and after tax		(1,257)	(1,314)	(76)		(2,647)
Net Assets
Assets:		342	5,059	2,432		7,833
Liabilities		(12,093)	(4,896)	(698)		(17,687)
Net assets/(liabilities)		(11,751)	163	1,734		(9,854)

Interim period ending 31 December 2022		United Kingdom £'000	Kenya £'000	Tanzania £'000		£'000
Revenue		-	2,380	-		2,380
Cost of sales		-	(3,306)	-		(3,306)
Gross Profit		-	(926)	-		(926)
Operating expenses		(889)	(955)	(61)		(1,905)
Operating Loss		(889)	(1,881)	(61)		(2,831)
Other income		-	4	-		4
Finance and similar charges		(238)	(32)	-		(269)
Foreign exchange		-	(615)	(2)		(617)
Loss before and after tax		(1,127)	(2,524)	(63)		(3,713)
Net Assets
Assets:		1,581	6,156	2,397		10,134
Liabilities		(12,223)	(2,749)	(564)		(15,537)
Net assets / (liabilities)		1,637	3,407	1,832		(5,402)

5. Earnings per share (EPS)

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.  

	6 months ended   31 December  2023 £'000 (unaudited)	6 months ended 31 December 2022 £'000 (unaudited)
Loss for the period	(2,647)	(3,713)
Weighted average number of shares in issue	2,142,453,718	1,878,978,592
Basic and Diluted earnings per share	(0.12p)	(0.20p)

There is no difference between the diluted loss per share and the basic loss per share presented. Share options, convertible loan notes, deferred share consideration and 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.  

6.    Intangible assets

	Total £'000
Balance as at 30 June 2023	3,074
Foreign exchange movement	(170)
Balance as at 31 December 2023	2,904

7.  Property, Plant and Equipment

	Land	Land Leased	Buildings	Mining Assets	Plant and Equipment	Field Vehicles (Leased)	Production Vehicles	Office Equipment and Other	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
Balance as at 30 June 2023 (audited)	197	675	125	2,403	3,478	118	644	171	7,811
Acquisitions	-	-	-	-	17	-	-	19	36
FX effect	(21)	(72)	(13)	(258)	(340)	(13)	(70)	(20)	(807)
Balance as at 31 December 2023 (unaudited)	176	603	112	2,145	3,155	105	574	170	7,040
Accumulated Depreciation
Balance as at 30 June 2023 (audited)	-	230	43	179	1,971	24	362	28	2,837
Depreciation charge	-	2	3	3	162	19	40	11	240
FX effect	-	(25)	(2)	(20)	(215)	(3)	(42)	-	(307)
Balance as at 31 December 2023 (unaudited)	-	207	44	162	1,918	40	360	39	2,770
Carrying value
Balance as at 30 June 2022 (audited)	197	445	82	2,224	1,507	94	282	143	4,974
Balance as at 31 December 2022 (unaudited)	176	396	68	1,983	1,237	65	214	131	4,270

8.    Inventories

	31 December 2023 £'000 (unaudited)	30 June 2023 £'000 (audited)
Consumable stores	75	85
Raw materials and broken ore	243	334
Precious metal on hand and in process	-	47
	318	466

9.    Trade and other receivables

	31 December 2023 £'000 (unaudited)	30 June 2023 £'000 (audited)
Trade debtors	11	-
VAT receivables	177	384
Other receivables and prepayments	80	204
	268	588

10.   Trade and other payables

	31 December 2023 £'000 (unaudited)	30 June 2023 £'000 (audited)
Trade creditors	2,908	3,145
Other payables and accruals	2,518	2,429
Amounts due to related parties	535	535
Deferred consideration	1,500	1,500
	7,461	7,609

Amounts due to related parties of £535,000 (30 June 2023 £535,000) is the fair value of the amount due in shares to the Directors Robbie McCrae and Gerard Kisbey-Green, as part of a pledge exercised by Mill End in relation to their loan facility.  Further details can be found in the financial statements dated 30 June 2023.

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.

11.   Loans and Borrowings - Interest Bearing

	31 December 2023 £'000 (unaudited)	30 June 2023 £'000 (audited)
	£'000	£'000
Non-current liabilities
Bank borrowings	181	241
Finance leases	479	500
	660	741
Current liabilities
Bank borrowings	107	188
Finance leases	31	44
Loan notes	8,285	6,533
	8,423	6,765

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.

As at the date of these statements no monthly repayments have been made. 

In addition, on 29 September 2023 and 13 November 2023, the Company signed short term loans with the Director Robbie McCrae for £33,000 ($40,000) and £124,000 ($150,000), respectively.  Both loans carry an annual interest rate of 10% above the Bank of England's Bank Rate and are repayable on 31 December 2025.

12.   Share capital and premium

	Ordinary Shares (number)	Share Capital £'000	Share Premium £'000	Total £'000
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
Issue of shares on 26 July 2023	3,350,000	3	7	10
Issue of shares on 26 September 2023	30,916,667	31	62	93
As at 31 December 2023	2,163,578,591	2,163	14,692	17,125

13.   Post balance sheet events

On 19 January 2024 the Company entered into a loan agreement for US$250,000 (the "Loan") with CSS Alpha Global Pte Ltd (the "Lender") on the following principal terms:

·      The term of the Loan is 12 months.

·      The Loan carries interest of 3% per month.

·      There will be a three-month grace period and thereafter the Loan will be repaid in nine equal instalments. The Company is renegotiating the principle terms.

·      The Loan is secured by a debenture against Caracal Gold Plc in favour of the Lender.

·      The Loan is also secured by a personal guarantee from the Company's CEO for 50% of the principal amount. Mr. McCrae will receive a payment from the Company amounting to 10% of the amount secured by his personal guarantee.

The personal guarantee given by Robbie McCrae including the associated payment he shall receive in compensation is a related party transaction. The Board of Directors of the Company which were not involved in the related party transaction considered the terms of the transaction fair and reasonable in so far as the shareholders are concerned. In addition, as part of the transaction the parent company of the Lender shall receive 13,000,000 new Ordinary Shares of £0.001 in the Company ("Fee Shares"). The admission of the Fee Shares to trading is conditional upon approval of a prospectus by the Financial Conduct Authority.

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.

On 21 June 2024, the Company announced the signing of a Heads of Terms to fund the Kilimapesa project from a strategic investor. This is a three phased investment made by Cynergy Global Ltd ("Cynergy"), a Mauritius based investment group.  The investment is as follows:

-     Phase 1: US$1m payable in two tranches of US$500,000 in exchange for 25% of Caracal Holdings Ltd ("CHL").

-     Phase 2: US$5m (US$2m in equity and US$3m in debt) in exchange for an additional 10% of CHL.

-     Phase 3: In the event of the Company undertaking a fundraise, Cynergy shall have the option to subscribe for up to 29.9% of the issued share capital of the Company.

The first tranche of US$500,000 was received on 1 July 2024 and the second tranche will be made available post the completion of the interim financial statements.

On 1 October 2024, the Company announced that it had entered into a US$500,000 Financing Agreement with Koenig Vermoegensverwal MBH.  The Company will repay the principal and accrued interest amounting to US$1m on 31 December 2024.  In addition, the Company has entered into a further Loan Agreement with Robbie McCrae, the CEO of Caracal. The principal amount of the loan is US$100,000. The final repayment date will be 31 December 2024, accruing interest at 10% per annum above the Bank of England's Bank Rate.

The Directors

 

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