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 Gold" or the "Company")

USD$1.0 million Loan Facility and Mining & Processing Contract

Imara Gold Plc (LSE: IGLD), the East Africa focused gold company, announces that it has entered into a USD$1,000,000 loan facility to support payments committed to by the company in Kenya.

Together, these agreements are intended to address legacy stakeholder obligations in Kenya, support the standing of the Kilimapesa licence area and establish a contractor-led operating framework for the restart of mechanised mining and heap leach processing, subject to regulatory confirmations and mobilisation.

USD$1.0 Million Loan Facility

The Company has entered into an unsecured loan facility agreement with a European based strategic investor  (the "Lender").

Key Terms:

·      Facility Amount: USD$1,000,000.

·      Instrument: Unsecured loan.

·      Return: 100% interest, such that a total of USD$2,000,000 (principal plus interest) is repayable.

·      Drawdown Date: 27th January 2026.

·      Repayment: 50% of free cash flow attributable to Kilimapesa Gold (Pty) Ltd from the Kilimapesa Gold Mine, starting 30 days after contractor-led production commences and continuing until USD$2,000,000 has been repaid.

·      The funds will be deposited with the company's lawyers in Escrow and released according to instruction.

Use of Proceeds:

Under the loan and linked escrow arrangements, proceeds are ringfenced for agreed Kenyan stakeholder and statutory obligations associated with the Kilimapesa operation, including:

·      Payments to the Moyoi Community and related community groups;

·      Settlements with Narok County landowners under existing lease arrangements; and

·      Payments to Kenyan-based employees connected with Kilimapesa.

Escrow Drawdown Conditions:

·      $62,562.50 on signature of agreement for administration and regulatory payment;

·      $267,062.00 on agreement with the government on outstanding license issues for full settlement of outstanding staff payments;

·      $360,000.00 on agreement with the government on outstanding license issues for full settlement of Moyei community debt;

·      $80,470.00 on agreement with the government on outstanding license issues for full settlement of Landlords debt;

·      $15,625.00 on agreement with the government on outstanding license issues for full settlement of government royalties; and

·      the balance to cover monthly overheads and NSSF payments equally over Feb, March and April 2026.

Gold Mining and Processing Contract:

Kilimapesa Gold (Pty) Ltd (KG), the Company's Kenyan subsidiary and licence holder is in advanced negotiations with a respected industry contractor under which the mining and processing activities will be performed by the contractor. The contract will be a revenue sharing deal where KG will receive a royalty on produced gold and with the contractor supplying mining equipment, processing equipment, working capital and experienced operations team. Contract mining activities to be carried out within the KG mining license area and processing activities will be a circa 50,000tpm heap leach operation.

Under the contractor model the capital and working capital requirements of the company are significantly reduced lessening possible dilution on existing shareholders.

The company will provide an update and further information on the above in due course.

Strategic Rationale:

These agreements:

·      Provide funding to address Kenyan stakeholder and licence-related obligations;

·      Introduce a contractor-operated model under which mining equipment and day-to-day operations are undertaken by the Contractor,

·      Establish a defined framework to support the restart of mechanised operations at Kilimapesa, subject to regulatory confirmations and site mobilisation, and

·      Provides assurance to the government of Kenya, creditors and other stakeholders that their debt will be settled in a timely and pro-active and guaranteed manner.

Jason Brewer, Executive Director of Imara Gold Plc, said:

"This funding and operating framework is about putting Kilimapesa back onto a structured and sustainable footing. We are addressing community, land and statutory matters, aligning with local stakeholders and putting in place a contractor-led operating model. Subject to the required confirmations and mobilisation, this gives the Company a clearer path toward restarting mechanised production at Kilimapesa."

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

For enquiries contact:

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 East Africa.

Headquartered in Nairobi, Kenya, Imara 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.