(Registration Number: 9306219)

Share code on AIM: KAT

ISIN: GB00BSNBL022

('Katoro' or 'the Company')

Dated: 21 February 2024

Katoro Gold PLC ('Katoro' or the 'Company')

Settlement of Director Fees

Issue of Equity & TVR

Katoro Gold PLC (AIM: KAT), the strategic and precious minerals exploration and development company, announces the settlement of the outstanding director fees has been agreed through an issue of locked-in equity.

Louis Scheepers, Non-executive Director has agreed with the Company to settle in full all outstanding director fees on the same basis as that outlined for Louis Coetzee and Lukas Marthinus ("Tinus") Maree in the Company announcement on 12 February 2024, which may be viewed through the link below:

https://polaris.brighterir.com/public/katoro_gold/news/rns/story/xljg7pr

Mr Scheepers previously agreed to voluntarily reduce his outstanding board fees from £27,000, due for the period April 2023 to January 2024 inclusive, to £21,205.96 (the "Director Fees").

The Director Fees of £21,205.96 will be settled in full through the issue of 21,205,960 Katoro ordinary shares of 0.1p ("Director Shares") at the same issue price as the financing announced on 12.2.24 of 0.1p per share. For clarity Mr Scheepers will not receive any warrants with this settlement of Board fees.

The Director Shares will be subject to a hard lock-in for 12 months from today's date (with no sale of stock allowed unless approved by the new Board of the Company after the formal appointment of two new directors).

The issue of the Director Shares is a related party transaction under the AIM Rules (the "Transaction") and accordingly, Tinus Maree Non-executive Director of the Company and Louis Coetzee, current Executive Chairman of the Company, the directors independent of this Transaction, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Transaction to be fair and reasonable insofar as shareholders are concerned.

Following issue of the Director Shares, Mr Scheepers will hold 33,872,627 shares representing 2.12% of the then issued share capital of the Company.

Louis Scheepers is a Person Discharging Managerial Responsibility ('PDMR') under the Market Abuse Regulation 2016 ('MAR'). In compliance with MAR and the Company's Share Dealing Code, the PDMR has submitted dealing request forms to the designated Company executives to seek permission in respect of this transaction which has been granted. Dealing notification forms will be completed by the PDMR and submitted to the FCA within three (3) days of completion of the Transaction in accordance with MAR.  See PDMR Notification section below for further information.

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 21,205,960 Director Shares to be admitted to trading on AIM which is expected to occur on or around 27 February 2024 ("Admission"). The Director Shares will rank pari passu in all respects with the existing Ordinary Shares currently traded on AIM.

Following Admission, the Company's issued share capital will comprise 1,596,420,573 ordinary shares of 0.1 pence each. This number will represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

PDMR DISCLOSURE

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.

**ENDS**

For further information please visit www.katorogold.com or contact:

Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.