Caracal Gold plc

('Caracal' or the 'Company')

Notice of General Meeting

Caracal Gold plc, the expanding East African gold producer with over 1,300,000oz JORC-compliant gold resources, announces that a General Meeting of the Company will be held at 4.45pm on Friday, 6 October 2023 at DMH Stallard LLP, 6 New St Square, New Fetter Ln, London EC4A 3BF.

At the General Meeting the following resolutions will be proposed:

Ordinary Resolution:

1.     To authorise the Directors of Caracal to allot securities up to an aggregate nominal amount of £1,068,376.08.

Special Resolution:

2.     To empower the Directors of Caracal to disapply statutory pre-emption rights to allot equity securities for cash on a non-pre-emptive basis.

The passing of the resolutions will allow Caracal to raise further funds to support its operations and, if necessary, issue shares in lieu of cash payments to creditors to preserve the Company's cash position. Therefore, The Board of the Company (the "Board") unanimously recommends that shareholders vote in favour of all resolutions to be proposed at the General Meeting.

The Notice of General Meeting and Form of Proxy has been posted to shareholders and a copy of the Notice of General Meeting will also be made available on the Company's website at www.caracalgold.com

Shareholders are strongly encouraged to vote by proxy as soon as possible but in any event by 4.45pm on Wednesday, 4 October 2023, using the Form of Proxy to ensure their vote counts. Please use the Form of Proxy in accordance with the instructions printed on it and to return it to the Company's registrar: Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX.

**ENDS**

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.