Results of General Meeting & Total Voting Rights

28 February 2025

Katoro Gold PLC

('Katoro' or the 'Company')

Results of General Meeting & Total Voting Rights

Katoro Gold PLC (AIM: KAT), the strategic energy and precious minerals exploration and development company, announces that the resolutions put to shareholders at its General Meeting ("GM") held earlier today, were duly passed. The proxy votes received ahead of the meeting were as follows:

RESULTS

Notes:

1. A 'Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution.

2. Following the approval of resolution one, the Company's total ordinary shares in issue (total voting rights) as at the date of the GM is 1,596,420,573 ordinary shares of £0.0001 each. Ordinary shareholders are entitled to one vote per ordinary share held.

ADMISSION TO AIM

The subdivision, as detailed in the Notice of GM, will become effective on 3 March 2025 as advised and application has been made for the Admission of the Ordinary Shares of £0.0001 each resulting from the subdivision (the "New Ordinary Shares"), with such Admission expected to become effective on or around 3 March 2025. Following Admission, the share capital of the Company will comprise 1,596,420,573 New Ordinary Shares of £0.0001 each.

Each New Ordinary Share has one voting right. No New Ordinary Shares are held in treasury. Accordingly, the total number of voting rights will be 1,596,420,573 and this figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Katoro under the FCA's Disclosure Guidance and Transparency Rules. Shareholders holding physical share certificates should retain their existing share certificates, which remain valid.

Furthermore, the Company expects to complete the fundraise as announced on 10 February 2025 shortly and issue the resultant 635,000,000 New Ordinary Shares ("Placing Shares") along with the 38,000,000 New Ordinary Shares ("Fee Shares") to be issued pursuant to the settlement of future fees ahead of Admission on 6 March 2025.

An application has been made for the admission of the Placing Shares and Fee Shares to trading on AIM ("Further Admission"). The Further Admission is expected to occur on or around 6 March 2025.

Following the Further Admission, there will be a total of 2,269,420,573 ordinary shares in issue with each ordinary share carrying the right to one vote. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

**ENDS**

Enquiries:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.