External auditor update

9 October 2024

Caracal Gold Plc

('Caracal' or the 'Company')

External auditor update

Caracal Gold Plc, the East African gold producer with over 1,300,000 oz JORC compliant gold resources, announces that it has received notification of the resignation of PKF Littlejohn LLP as auditors of the Company.

Section 519 of the Companies Act 2006 ('the Act') requires PKF Littlejohn LLP to send a statement of the reasons for their ceasing to hold office. They are also required, under this section of the Act, to include details of any matters that they consider need to be brought to the attention of members or creditors of the company.

In accordance with section 519 of the Act, they are ceasing to hold office due to the following reasons

which they believe should be brought to the attention of the company's members or creditors:

They are resigning as auditors of the entity due to the matters set out in our disclaimer of opinion in their audit report dated 18 September 2024 which is due to a management-imposed limitation in adjusting the financial statements and providing sufficient appropriate audit evidence.

PKF Littlejohn LLP were appointed as statutory auditors for the company on the 4 July 2022 to audit the

30 June 2022 financial statements and subsequent periods.

As a consequence of the multiple uncertainties arising, they issued a disclaimer of opinion on the 30

June 2023 financial statements. The inability to obtain sufficient appropriate evidence was assessed as

being due to a management-imposed limitation. When applying the requirements of International

Standard on Auditing (UK) 705 for a management-imposed limitation, they determined that it was not

practicable for them to resign before issuing the auditor's report. However, as they have now issued their disclaimer of opinion, they are resigning from the office of auditor for the company.

They confirmed that there were no other matters connected with their resignation which they consider needed to be brought to the attention of members or creditors of the company.

Following the resignation of PKF Littlejohn LLP the Company has engaged a new auditor to complete the audit for the period ending 30 June 2024. The new auditors appointed are RPG Crouch Chapman LLP.

Simon Grant-Rennick, Chairman of Caracal states:

"We understand the reasons for the resignation of PKF Littlejohn LLP and are actively rectifying the shortfalls. However, we are very excited to appoint RPG Crouch Chapman LLP and look forward to a long and fruitful relationship."

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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 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 owns 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.

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.