Further Strengthening of Board of Directors

Caracal Gold Plc

('Caracal' or the 'Company')

Further Strengthening of Board of Directors

Caracal Gold PLC, the East African focused gold company, is pleased to announce further key strengthening of its Board of Directors, with a number of immediate appointments.

The Company is pleased to announce the appointment of Ms Noreen Kidunduhu as its new Independent Non-Executive Chair and the appointments of Mr Kevin Warrington, Mr Martin Westerman, Ms Hannah Wang'ombe, and Mr Edward Ruheni, each as Independent Non-Executive Directors.

As announced on 31 March 2025, the new appointments are being made as the Company progresses its immediate goal to address its outstanding obligations in Kenya to key stakeholders and the community at the Kilimapesa Gold Mine, to recommence gold mining operations at the Kilimapesa Gold Mine, and to also recapitalise the Company's balance sheet ahead of a planned resumption in trading of the Company's securities on the London Stock Exchange.

These appointments are in addition to Mr Jason Brewer's recent appointment as an Executive Director of the Company.

Ms Kidunduhu, is based in Kenya and is the founder of a boutique law firm specialising in legal services for the energy, extractives, and infrastructure sectors in emerging markets. She holds a Master's in International Energy and Natural Resources Law from the University of Dundee, with academic work focused on Africa's energy transition and the role of minerals and metals.

Ms Kidunduhu currently serves in several leadership and advisory roles, including as Chair of the Association for Women in Energy and Extractives, Africa Regional Board Member of the Global Alliance of Impact Lawyers and member of the International Chamber of Commerce's Alternative Dispute Resolution Commission (Kenya) as well as its Working Group on Environmental Goods and Services.

Mr Westerman is based in South Africa and is currently the Chief Operating Officer of Marula Mining plc. He has over 25 years' experience in finance and the mining industry throughout Africa. He holds a Master of Science in Finance and Management and is a Certified Professional Forensic Accountant and also a certified financial modelling valuation analyst. He held various positions as Chief Financial Officer in various publicly listed and private companies in Australia, the United Kingdom and Southern Africa. 

Mr Westerman has spent over a decade specialising in corporate restructuring and recapitalization, International Financial Reporting Standards, financial management, corporate governance and regulatory compliance and reporting. His work in this area has focused on debt and equity restructuring, stabilising operations, turnaround strategies and achieving longer-term sustainable growth.

Mr Warrington is based in the United Kingdom and has over 15 years of experience in business administration and operational management, with a strong focus on project management, corporate governance and strategic oversight. In his role, he will work closely with the Board of Directors as a representative of UK-based shareholders.

Mr Ruheni is a Kenyan national and is currently a non-executive director of AIM Market listed Shuka Minerals plc, private Tanzanian mining and exploration company Takela Mining Tanzania Limited and also General Manager Operations East Africa for Marula Mining Plc. He has over 10 years of experience in project management and holds a CPA(K) certification and a degree in Commerce and Finance.

Ms Wang'ombe has over 10 years' experience in stakeholder engagement, relationship building, crisis management, and public policy processes at the Kenya Institute for Public Policy Research and Analysis, where she worked as a Researcher and Head of Strategy and Planning. She was also the CEO at the Association of Women in Energy and Extractives in Kenya. She is currently the Natural Resources Program Lead at Oxfam in Kenya. Hannah also serves as a Non- Executive Director of Marula Mining Plc.

The five new incoming independent non-executive directors will join current independent non-executive director Stefan Muller and Mr Simon Grant-Rennick who steps aside as Executive Chairman and will now assume a non-executive director's role with the Company and assist the Board in continuing to strengthen its financial management, corporate governance, compliance and regulatory reporting activities.

Jason Brewer, Executive Director, said:

"These strategic Board appointments significantly enhance the Company's governance, operational oversight, and stakeholder engagement capabilities at a critical time in its growth and restructuring. The appointment of 3 highly experienced Kenyan legal, financial and strategic policy and engagement executives further demonstrates our commitment to working effectively in Kenya and with all key stakeholders.

I have obviously worked very closely with a large number of the new Board of Directors and I know of their abilities and their work ethics and values that they will bring to the Company and our planned activities here in Kenya and East Africa.

"With this strengthened leadership team in place, the Company remains firmly committed to delivering on its operational objectives in Kenya and East Africa's gold mining sector.

"I look forward to providing further updates in the coming weeks."

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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

Further information on the appointment of Mr Edward Ruheni Njoroge -

Full list of present and past directorships (within the last five years) is as follows:

Mr Ruheni holds no shares in the Company.

Further information on the appointment of Mr Kevin Warrington -

Full list of present and past directorships (within the last five years) is as follows:

Mr Warrington holds no shares in the Company.

Further information on the appointment of Mr Martin Westerman -

Full list of present and past directorships (within the last five years) is as follows:

Mr Westerman holds no shares in the Company.

Further information on the appointment of Ms Hannah Wang'ombe -

Full list of present and past directorships (within the last five years) is as follows:

Ms Wang'ombe holds no shares in the Company.

Further information on the appointment of Ms Noreen Kidunduhu -

Full list of present and past directorships (within the last five years) is as follows:

Ms Kidunduhu holds no shares in the Company.

Other than as set out in this announcement there are no further disclosures required in respect of these directors under paragraph 9.6.13 of the Listing Rules.

Notes:

Caracal Gold plc is an expanding East African focused gold company with a clear strategy to grow production and resources both organically and through strategic acquisitions. Its immediate aim is to recommence and rapidly increase production to +50,000ozs p.a. and build a JORC compliant resource base of +3Moz. The Company is progressing a well-defined mine optimisation strategy at its 100% owned Kilimapesa Gold Mine in Kenya, where there is significant mid-term expansion potential and the ability to increase gold production to 24,000oz p.a. and the resource to +2Moz (current JORC compliant resources of approx. 706,000oz). Alongside this, Caracal is undertaking a targeted exploration programme at the Nyakafuru Project in Tanzania, which has an established high-grade shallow gold resource of 658,751oz at 2.08g/t contained within four deposits over 280 km2 and appears amenable to development as a large scale conventional open pit operation.

Caracal's experienced team has a proven track record in successfully developing and operating mining projects throughout Africa.

The Company is a responsible mining and exploration company and supports the positive social and economic change that it contributes to the communities in the regions that it operates. It is a proudly East African-focused company: it buys locally, employs locally, and protects the environment and its employees and their families' health, safety, and wellbeing.