Termination of Transactions

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Imara Gold Plc

("Imara" or the "Company")

Termination of Transactions

Imara Gold Plc (LSE: IGLD), the East African focused gold company, confirms that the Board of Directors has resolved to proceed with the termination of a previous funding transaction and a new gold project acquisition entered into by the Company's former executive management (together the "Transactions").

The Board of Directors have, over the past several months, been unable to satisfactorily progress these Transactions and resolve previous issues that had been raised by the parties, and as such the decision has been made to terminate them.

Termination of Transaction with Cynergy Global Ltd

On 21 June 2024, the Company announced the signing of a three-phased investment by Cynergy Global Ltd ("Cynergy"), a Mauritius based investment group. This was to comprise a (i) US$1.0 million payable in two equal tranches of US$500,000; (ii) US5million on completion of definitive agreements; and (iii) an option for Cynergy to participate in any future equity raising and subscribe for up to 29.9% of the issued share capital of the Company (the "Cynergy Transaction").

Under the terms of the Cynergy Transaction, Cynergy would receive 25% of Caracal Holdings Ltd ("CH"), in return for making the first US$1.0 million investment and that would increase by a further 10% interest in CH, on investing the additional US$5 million investment. CH is the Company's subsidiary through which it holds 100% of Kilimapesa Gold Pty Ltd, and through which the Company was to hold a 33.3% interest in Tyacks Gold Ltd ("Tyacks'), and with the Company was to also directly hold the 66.7% balance.

The Company only received US$500,000 of the initial US$1.0 million advance and after several extensions were agreed in 2024 to allow the Company's then executive management to deal with due diligence queries relating to the control of the Company's indirect subsidiary and concerns relating to the financial position and operational status of Kilimapesa Gold Pty Ltd ("Kilimapesa"), as announced on 23 December 2024, Cynergy then sought to renegotiate the terms of their investment and reach a settlement with the Company.

The Cynergy Transaction has now been terminated, by both parties and the Company will proceed with the repayment of the US$500,000 already advanced.

As advised most recently on 10 February 2025, the Company's executive management authorised the issue of 25% of the voting rights in CH to Cynergy ahead of the full advance of the initial US$1.0 million proposed investment by Cynergy. The Company is now proceeding to recover the shares in CH that were issued. Further updates on the recovery of these shares will be provided to shareholders in due course.

Termination of Transaction with Tyacks Gold Ltd

On 22 May 2022 the Company signed an acquisition agreement (the "Tyacks Agreement") with Mr. John Mark Stanley and Mr. Nicholas Clarke (the "Vendors") for the purchase of the Nyakafuru Gold Project in Tanzania.

The Tyacks Agreement contained consideration terms including certain deferred cash payments and a net smelter royalty, (the "Consideration"), which were subsequently amended. On 21 June 2023 it was agreed to settle all outstanding amounts due to the Vendors under the Tyacks Agreement through the issuance of 133,333,334 shares, in full and final settlement of the Consideration, the ("Consideration Shares"). The Consideration Shares were to be admitted to trading on the Standard Segment of the Main Market of the London Stock Exchange conditional only on the publication of the Company's prospectus and its approval by the Financial Conduct Authority.

On 28 October 2024, the Company announced that Tyacks had been awarded a Mining License for the the Kanegele Gold Project, located within the broader Nyakafuru Gold Project. The Kanegele Project boasts four main gold deposits including Voyager, Mentelle, Cullen, and Leeuwin, and which have total JORC Code Compliant resource of 658,000 ozs.

The Company further announced that as a result of the securing of the mining license, the Company had agreed to increase the purchase price by an additional US$500,000 payable in cash to the project vendors ("Extra Consideration") by 1 February 2025. As part of this agreement, the Company was then able to appoint its directors to the Tyacks board of directors and was responsible for the ongoing management of Tyacks.

Unfortunately, the previous executive management of the Company were not able to make payment on the Extra Consideration on time, nor able to obtain approval by the Financial Conduct Authority of the Company's prospectus. Despite the efforts of the new executive management team over the past several months to renegotiate and reach a resolution, the Vendors have terminated the Tyacks Agreement and removed the Company's directors from Tyacks.

The Company is extremely disappointed with the actions of the Vendors and is taking legal advice on its options to recover the previous cash consideration paid and recover the share-based consideration that had previously been approved. Further updates on these actions and the legal advice will be provided to shareholders in due course.

* * ENDS * *

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

Notes:

Imara Gold plc is an expanding East African focused gold company with a clear strategy to grow gold production and gold resources both organically and through strategic acquisitions and partnerships in Kenya, Tanzania, Uganda, Eritrea and Burundi.

Headquartered in Nairobi, Kenya, Imara Gold plc 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.