Half-year Report

Caracal Gold PLC

('Caracal' or the 'Company')

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 2024 ("the period"). These results can also be found on the Company's website.

Jason Brewer, CEO, 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."

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

Notes:

Caracal Gold plc is an expanding East African focused gold producer with a clear path to grow production and resources both organically and through strategic acquisitions. Its aim is to strategically 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 has entered into an agreement to acquire 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.

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

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Operational Review

The interims cover the period of operations from 1 July 2024 to 31 December 2024, which continued to be a challenging period for the Group. Focus has been on progressing the financing options for the Group whilst ensuring that financial reporting requirements are being met in order to meet the requirements to request a restoration of the Company's listing.

Board Appointments and Changes

Although no Board changes were made during the interim period, subsequent to the period end, on 31 March 2025, the Company announced the resignation of the Director, Robbie McCrae and the appointment of Jason Brewer. On 23 April 2025, the Company appointed Ms Noreen Kidunduhu as its new Independent Non-Executive Chair and Mr Kevin Warrington, Mr Martin Westerman, Ms Hannah Wang'ombe, and Mr Edward Ruheni, each as Independent Non-Executive Directors. Mr Simon Grant-Rennick also stepped aside as Executive Chairman to assume a non-executive director's role within the Company.

Interim Financial Review for the Period 1 July 2024 to 31 December 2024

For the interim period from 1 July 2024 to 31 December 2024, the financial performance was marked by a reduction in revenue to £nil, due to the cessation of production. This in turn led to a decrease in the size of operations, including a smaller workforce, leading to a decrease in gross loss to £244,000 (2023 1H: loss of £576,000). Administrative expenses also fell over the same period from £1,238,000 to £1,197,000.

Finance costs rose substantially from £876,000 to £1,258,000 due to increased interest expenses. The rise in these costs is largely driven by the addition of new financing facilities to support the working capital and operational needs of the Group.

As of 31 December 2024, the balance sheet reflects an increased net liability position from £11,975,000 to £15,189,000 compared to the end of June 2024. This increase is primarily due to the new financing obtained within the period as well as finance costs.

The cash outflow from operations fell from £1,152,000 to £1,019,000 compared to the prior interim period, due to this reduction in operations and restricted cashflow which was unable to meet working capital requirements.

The proceeds from loans in this period amounted to £786,000, a decrease from the £1,054,000 received in the prior interim period. No new equity was brought in from shareholders in the period (2023 1H: £244,000).

In summary, the 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.

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 2024.

Despite the net liability position as of 31 December 2024, 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 2024.

Related- party transactions

On 10 February 2025, the Company announced that it had entered into a Loan Agreement with each of Robbie McCrae (up to US $100,000), the departing CEO of Caracal and Mr. Stefan Muller (up to US $100,000) who is a Non-Executive Director of Caracal (the "Director Loan").

The final repayment date of any loans drawndown will be 31 December 2026, accruing interest at 10% per annum above the Bank of England's Bank Rate. The Director Loan constitutes a Related Party Transaction. The Board of Directors of the Company which were not involved in the transaction considered the terms of the Director Loan fair and reasonable in so far as the shareholders are concerned.

Post-balance sheet events

The post balance sheet events are set out in note 13 to these interim financial statements.

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:

Jason Brewer

Executive Director

27 June 2025

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CARACAL GOLD PLC

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT

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 27 June 2025.

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 2024 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 2024, 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 2024. The statement of comprehensive income and cashflow comparative periods are for the period from 1 July to 31 December 2023 and the balance sheet is for the period ended 30 June 2024. The comparatives in the statement of comprehensive income for 31 December 2023 have been restated for the prior year adjustment, in relation to the error in identification of Right of Use Assets.

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

A copy 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 2024. 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 2024.

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.

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.

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

7. Property, Plant and Equipment

8. Inventories

9. Trade and other receivables

10. Trade and other payables

Amounts due to related parties of £633,000 (30 June 2024: £633,000) 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 and a commission due to Robbie McCrae. Further details can be found in the financial statements dated 30 June 2024.

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

On 1 October 2024, the Company entered into a US$500,000 Financing Agreement with Koening Vermoegensverwal Tungsgesellschaft. The Company will pay back $1,000,000 on 31 December 2025. Details of the other loans can be found in the report and accounts for the year ended 30 June 2024.

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

12. Share capital and premium

13. Post balance sheet events

On 10 February 2025, the Company announced that it had raised £440,000 by way of a Subscription ("Subscription"), through the issue of 146,666,666 new Ordinary Shares of £0.001 in the Company ("Subscription Shares") at a price of £0.003 per Subscription Share.

The subscribers from the Subscription will be issued with one warrant ("Warrants") 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.

In addition, the Company announced that it had entered into a Loan Agreement with each of Robbie McCrae (up to US $100,000), the ex-CEO of Caracal and Mr. Stefan Muller (up to US $100,000), who is a Non-Executive Director of Caracal (the "Director Loan").The final repayment date of any loans drawndown will be 31 December 2026, accruing interest at 10% per annum above the Bank of England's Bank Rate. The Director Loan constitutes a Related Party Transaction. The Board of Directors of the Company which were not involved in the transaction considered the terms of the Director Loan fair and reasonable in so far as the shareholders are concerned.

On 1 July 2024 and 15 August 2024, the Company announced that Cynergy Global Ltd ("Cynergy") would receive 25% of Caracal Holdings Ltd ("Caracal Holdings"), the Company's wholly owned subsidiary, conditional upon receipt of a second tranche of a funding arrangement announced on 21 June 2024, amounting USD $500,000. This transaction has been cancelled, the monies received from Cynergy will be repaid, as such, a creditor of $500,000 has been recognised in these accounts (see note 11).