Caracal Gold plc / LSE: GCAT / Market: Main Market of the London Stock Exchange

6 May 2025

Caracal Gold Plc

('Caracal' or the 'Company')

Board Committee Appointments and Establishment of New Committees

Caracal Gold PLC, the East African focused gold company is pleased to announce that following the recent appointments to its Board of Directors, it has finalised the composition of its Audit, Risk, Remuneration and Nominations and Environmental and Social Responsibility Committees. In addition, the Board has established and constituted two new committees, a Finance Committee and a Corporate Governance Committee.

The composition of these committees, through which the Board delegates some of its key functions under specific written terms of reference, and the newly established committees are firmly in line with the Company's commitment to have established and to at all times implement a corporate governance framework that is designed to ensure that the Company is effectively managed, regulatory obligations are met and that the Company is managed in an appropriate manner to meet the expectations of its shareholders and stakeholders.

Audit Committee

The Audit Committee primarily responsible for advising and assisting the Board of Directors in ensuring the quality, transparency, and integrity of published financial information and the Company's financial statements, annual and interim reports and accounts. The Audit Committee is also responsible for overseeing and monitoring the Company's accounting, internal controls, internal and independent audit functions, compliance, risk management, and internal policies.

The Audit Committee is chaired by independent non-executive director Mr Martin Westerman and also comprises independent non-executive directors Mr Edward Ruheni, Mr Stefan Muller and Ms Noreen Kidunduhu.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee is responsible for evaluating the balance of skills, knowledge, experience and diversity of the Board of Directors, and reviewing the Board's structure and identifying potential candidates to be appointed as Directors. In addition, the Remuneration and Nominations Committee is responsible for reviewing and making recommendation to the Board of Directors on the Company's remuneration framework, and determines and agrees with the Board the framework and broad policy for the remuneration of the Chairman and Executive Director, and other members of senior management.

The Remuneration and Nominations Committee is chaired by independent non-executive chair Ms Noreen Kidunduhu and also comprises non-executive directors Mr Kevin Warrington, Ms Hannah Wang'ombe and Mr Simon Grant-Rennick.

Risk Committee

The Risk Committee is responsible for monitoring and managing relevant business and regulatory risks from the Company's operating activities. The Risk Committee will regularly assess and review the Company's risk management systems to ensure that systems in place, and internal policies and procedures are robust enough to deal with the risks faced by the Company.

The Risk Committee is chaired by independent non-executive director Mr Kevin Warrington and also comprising independent non-executive directors Mr Martin Westerman, Ms Hannah Wang'ombe and executive director Mr Jason Brewer.

Environmental and Social Responsibility Committee

The Environmental and Social Responsibility Committee is responsible for overseeing all environmental and social responsibility matters such as energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, diversity and inclusion, public policy engagement, and the corporate charitable and philanthropic activities of the Company. The Environmental and Social Responsibility is also responsible for setting, reviewing, approving and overseeing the Company's sustainability strategy and management of environmental, social, and governance matters, as well as reviewing and approving the Company's sustainability policies, programs, targets and performance.

The Environmental and Social Responsibility Committee is chaired by independent non-executive director Ms Hannah Wang'ombe and also comprising independent non-executive directors Mr Kevin Warrington, Mr Edward Ruheni and executive director Mr Jason Brewer.

Finance Committee

The Finance Committee is a newly established committee and is responsible for providing financial oversight of the Company's financial and funding activities and to ensure that at all times the Company has the necessary financial resources and access to capital and working capital to operate efficiently and effectively. The Finance Committee will assist in establishing financial goals and objectives and establishing and managing its funding strategies. It will also provide oversight of the Company's executive management teams development and management of its operating budgets.

The Finance Committee is chaired by independent non-executive director Mr Martin Westerman, and also comprises independent non-executive directors Mr Kevin Warrington, Mr Stefan Muller and Ms Hannah Wang'ombe.

Corporate Governance Committee

The Corporate Governance Committee is another newly established committee to provide oversight of the Company's corporate governance policies and procedures and its compliance with evolving standards and changing business needs. Its establishment is a sign of the importance to have a dedicated committee to oversee this key area and to ensure the appropriate attention, time and resources are allocated to corporate governance matters and to the identification and remediation of any issues that involve Listing Rules compliance.

The Corporate Governance Committee is chaired by independent non-executive chair Ms Noreen Kidunduhu and also comprising non-executive directors Mr Simon-Grant Rennick, Mr Martin Westerman and executive director Mr Jason Brewer.

Jason Brewer, Executive Director, said:

"The recent strengthening of the Company's Board of Directors has provided us with an opportunity to make these new appointments to these key Board Committees and to further establish a new Finance Committee and a new Corporate Governance Committee.

"These Board Committees play a significant role in our operating activities here in Africa and in the United Kingdom. We have a diverse and dynamic Board and we are fortunate in being able to draw on the expertise of many of them in these key areas and that ensures an informed decision-making process, an effective oversight of our activities and good corporate governance. 

"The members of these Board Committees between them possess the necessary skills and experience, along with a significant understanding of the underlying business principles which I believe will enable us to deliver value and growth to our shareholders and key stakeholders."

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.

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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 company with a clear strategy to grow production and resources both organically and through strategic acquisitions. Its immediate aim is to recommence and 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.