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Imara Gold Plc

('Imara Gold' or the 'Company')

Move of Primary Exchange / Voluntary Delisting

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The Board of Imara Gold Plc announces that it has resolved to proceed with moving its primary stock listing from the London Stock Exchange to a new trading platform. This decision has been made to enable the Company to more efficiently and swiftly complete the final stages of its financial restructuring and recapitalisation, and to facilitate a resumption in the trading of its ordinary shares.

The Company and its advisors have already commenced discussions and are engaged with regulators and administrative bodies regarding the move to a new primary stock exchange listing, as well as complementary cross- and dual-listings that are considered more appropriate for the Company's growth and its gold mining and production strategy in Africa.

As a result of this decision, the Company has applied to the Financial Conduct Authority for the cancellation of the listing of its ordinary shares from the Official List and to the London Stock Exchange for the cancellation of trading in its ordinary shares on the Main Market.

Background to and Reasons for the Change in Primary Stock Exchange Listing

In 2023 and 2024, the Company faced challenging operating and financial conditions at its gold mining operations at the Kilimapesa Gold Mine in Kenya. As a result, the Company incurred significant losses, materially increased its level of indebtedness, and was unable to meet its statutory reporting obligations. Consequently, trading in the Company's ordinary shares on the London Stock Exchange was suspended in November 2023.

Since November 2023, the Company's executive management and its United Kingdom-based corporate and legal advisors have been actively working on a financial restructuring and recapitalisation of the Company. They have engaged with the Financial Conduct Authority ("FCA") and other key stakeholders in Kenya to complete a Prospectus and address a number of key corporate matters, with the aim of lifting the suspension of trading in the Company's shares on the London Stock Exchange and recommencing operating activities at the Kilimapesa Gold Mine.

Over this period, the Company has appointed new executive management and several highly experienced independent non-executive directors. It has also implemented major corporate governance enhancements and tightened executive management and financial policies, procedures, and oversight within its operating practices.

In 2025, the Company made significant progress in fulfilling overdue reporting and disclosure obligations, advancing a prospectus for the admission to listing of historically issued and to-be-issued shares, increasing confidence with its largely retail shareholder base, strengthening engagement with key stakeholders in East Africa, successfully raising debt funding to meet working capital requirements, and expanding its activities with four new potential mining and exploration transactions entered into with companies in Tanzania, Zambia, and Botswana.

The Company has recently announced that its 2025 audited accounts and annual report will be finalised and published shortly, and that it has raised an additional US$1.0 million of debt funding to repay key creditors in Kenya associated with the Kilimapesa Gold Mine. The Company has further confirmed that it is in advanced negotiations with a respected industry contractor under which mining and processing activities at the Kilimapesa Gold Mine will recommence and will be performed and funded by the contractor, thereby reducing the Company's capital and working capital requirements to restart these operations.

Despite the wholesale changes implemented by the Board of Directors over the past years-all of which have been supported by independent legal and corporate advisors and designed to regain the trust and support of shareholders and stakeholders in East Africa, as well as to demonstrate that the Company has robust systems and governance measures in place to achieve high standards of corporate governance and financial management-the finalisation of the prospectus required to resume trading on the London Stock Exchange remains outstanding and significantly delayed.

The Board believes that it has established and maintains a culture of accountability, integrity, and transparency within the Company, with a clear goal of achieving compliance with all relevant legal and statutory obligations in the United Kingdom and East Africa across its mining, exploration, and corporate administration centres.

Rationale for the Change in Primary Stock Exchange Listing and Voluntary Delisting

In light of the above, the Board has concluded that maintaining the Company's listing on the London Stock Exchange is no longer appropriate at this time, and that a change in its primary stock exchange listing is required.

The Board considers that a new primary stock exchange listing and voluntary delisting from the London Stock Exchange will:

·   allow the Company to more efficiently complete an admission document/prospectus to enable the resumption of trading of its shares on a recognised international stock exchange platform;

·     allow the Company to complete its 2025 audit and financial reporting without the constraints associated with a suspended listed company on the London Stock Exchange;

·      better suit the Company's growth aspirations and gold mining and production strategy;

·   potentially provide a platform for a much-improved valuation to be assigned to the Company's gold projects and assets;

·    provide a more suitable environment to complete the financial restructuring and recapitalisation of the Company and ongoing discussions with its creditors; and

·  enable the Company's executive management to focus solely on the financial restructuring and recapitalisation, stabilising the business, and progressing its gold mining operations.

The Company anticipates that the process to complete re-admission to trading on a new primary stock exchange will take up to three months and will proceed in parallel with the recommencement of gold mining activities at the Kilimapesa Gold Mine in Kenya.

Shareholder Arrangements

As a result of the voluntary delisting and the process to complete admission on a new primary stock exchange:

·      the Company's shares will no longer be traded on the London Stock Exchange; and

·      liquidity in the shares is expected to be limited.

The Company is considering putting in place an interim mechanism this quarter to facilitate trading in its shares, such as a matched bargain facility. A further announcement will be made in due course if such arrangements are implemented.

Delisting Process

The Company has applied to:

·    the Financial Conduct Authority for cancellation of the listing of its ordinary shares on the Official List; and

·    the London Stock Exchange for cancellation of trading in its ordinary shares on the Main Market.

It is expected that the delisting will become effective at 8:00 a.m. on 20 March 2026. The last day of dealings in the Company's shares on the London Stock Exchange is expected to be 19 March 2026.

Effect of the Delisting

Following the delisting:

·      the Company will no longer be subject to the Listing Rules or the Disclosure Guidance and Transparency Rules applicable to listed companies;

·      there will be no public market for the Company's shares; and

·      liquidity and marketability of the shares may be significantly reduced.

Shareholders should carefully consider the implications of the delisting and, if in any doubt, seek independent advice.

Further Updates

The Company will provide further updates in relation to:

·      its proposed move of its primary stock listing to a new trading platform;

·      progress on the 2025 annual report, audit, and financial reporting;

·      the outcome of the financial restructuring and recapitalisation; and

·      any arrangements for shareholder liquidity.

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