TIDMGCAT
RNS Number : 0698Q
Caracal Gold PLC
16 February 2023
16 February 2023
Caracal Gold PLC
('Caracal' or the 'Company')
Additional Financing Secured & Corporate Update
Caracal Gold PLC, the expanding East African gold producer with
over 1,300,000oz JORC compliant gold resources, is pleased to
announce that it has raised US$1 million via the issue of secured
Convertible Loan Notes ('the Loan Notes') to Orca Capital GmbH
('the Subscriber') and the proceeds have been drawn down. The
Company has granted the Subscriber an option to subscribe for up to
a further US$4 million of Loan Notes.
Highlights
-- US$1 million drawn down following the issue of the Loan Notes
of denomination US$1 each due 31 January 2027 and accruing interest
at a rate of 8% per annum.
-- The Subscriber has the right, but not the obligation, to
subscribe for up to a further US$4 million of Loan Notes. Net
proceeds shall be used to fund general corporate requirements and
the Company's working capital.
-- Philoro Global Trading AG has confirmed their ongoing support for Caracal and Kilimapesa.
-- The Company has engaged legal counsel to undertake the
comprehensive review of the corporate governance, regulatory
compliance, and communications policies to strengthen internal
procedures.
Convertible Loan Note Terms
The first tranche of US$1 million of Loan Notes has been drawn
down. The Subscriber has the right, but not the obligation, to
subscribe for up to a further US$4 million of Loan Notes which will
be conditional upon the approval of a prospectus by the Financial
Conduct Authority ("FCA") and subsequent ability and authority of
the Company to issue shares and must take place before the long
stop date, being 30 June 2023.
The Loan Notes are convertible into new Ordinary Shares at a
price of 90% of the 10-day VWAP of an ordinary share prior to the
business day, on which the noteholder serves the Conversion notice
on the Company, following the approval of a prospectus by the FCA
and subsequent ability and authority of the Company to issue
shares, providing the issue of the Ordinary Shares does not trigger
a Rule 9 offer for the Company pursuant to the Takeover Code.
The Company's obligations in respect of the Loan Notes shall be
secured by a share pledge granted by the Company's subsidiary
Caracal Holdings Ltd over Kilimapesa Gold Pty Ltd, the 100%-owned
Kenyan operating subsidiary of Caracal (the "Security"). In
addition, the outstanding sums of the existing loan notes owed to
the Subscriber (which were mentioned in the companies audited
financials for the period ending June 2022 and are summarised
below) will also benefit from the Security. The Security will be
released upon the approval of a prospectus by the FCA.
Existing note summary: " On 22 March 2022, the Company entered
into a Convertible Loan Note Instrument with ORCA Capital GmbH
("ORCA"), a company incorporated and registered in Germany, for
GBP2 million at an interest rate of 8% per annum. The conversion
price being agreed as GBP0.06 per Ordinary share, save that where
the price per ordinary share falls below GBP0.06, the conversion
price shall be 90% of the 10-day VWAP of an ordinary share. 266
million warrants were also issued to Koenig, at an exercise price
of GBP0.0085 and are exercisable for 2 years from the date of
grant."
Philoro Global Trading AG ("Philoro")
Discussions with Philoro Global Trading AG are progressing well
and Philoro confirmed their ongoing support for Caracal and
Kilimapesa. An agreement is expected in due course, which will
provide short term funding as well as extend the existing financing
announced in December 2022.
Corporate Governance Update
Legal counsel has been engaged to conduct a comprehensive review
of its corporate governance, regulatory compliance, and
communications policies to strengthen internal procedures.
Mill End
Chairman designate Simon Grant Rennick is seeking to reach a
settlement with Mill End for the full repayment of the Mill End
facility.
Robbie McCrae, CEO of Caracal commented, " We are very pleased
to see the continuous support and trust from Orca Capital. This
additional financing is a vote of confidence in the Company as we
seek to restructure our financing arrangements.
We have received significant interest in financing the
Kilimapesa and I am pleased that discussions in this regard are
going well. We expect to provide a comprehensive update which will
include an update on Philoro, Mill End settlement progress and
summary of the capital and debt position of Caracal.
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.
* * ENDS * *
For further information visit www.caracalgold.com or contact the
following:
Caracal Gold plc info@caracalgold.com
Robbie McCrae
Clear Capital Markets Ltd
Joint Broker +44 203 897 0981
Keith Swann / Jonathan Critchley +44 203 869 6086
---------------------
VSA Capital Ltd
Financial Adviser and Joint
Broker
Andrew Raca (Corporate Finance) +44 203 005 5000
---------------------
DGWA, the German Institute info@dgwa.org
for Asset and
Equity Allocation and Valuation
European Investor and Corporate
Relations Advisor
Katharina Löckinger
---------------------
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 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.
Caracal's shares are quoted on the Main Market of the London
Stock Exchange (LON: GCAT) and on the Frankfurt Stock Exchange
(FSE: 6IK). The Company is also in the process of listing on the
Nairobi Securities Exchange.
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