TIDMGCAT
RNS Number : 3114Z
Caracal Gold PLC
12 May 2023
12 May 2023
Caracal Gold plc / EPIC: GCAT / Market: Main / Sector:
Mining
Caracal Gold plc ('Caracal' or the 'Company')
Settlement of Mill End Facility and PDMR Shareholding
Caracal Gold plc, the East African gold explorer, developer and
producer with over 1,300,000oz of JORC compliant gold resources, is
pleased to announce revised terms of the existing Mill End
Financing Facility (the "Mill End Financing").
Settlement of Mill End Facility
On 22 June 2022 the Company entered into a debt finance
arrangement with Mill End Capital Limited ("Mill End") for the
principal amount of US$1,500,000. This was intended to be a
short-term financing facility, but due to delays and the withdrawal
of financing facilities that had been under negotiation, the terms
and amount payable under the Mill End Financing had to be
renegotiated. The Company is pleased to announce that agreement has
been reached with Mill End on revised financing terms.
The total amount payable by the Company to Mill End is
US$1,823,258.
The Company will repay the Mill End Financing as follows:
-- Payment of US$250,000 by 17 May 2023;
-- Further payments amounting to US$150,000 by 7 June 2023;
-- The Company paying US$600,000 by no later than five days
after Placing Shares ("Placing Shares") are admitted to trading on
the London Stock Exchange Main Market pursuant to the prospectus
currently being prepared by the Company being published; and
-- The Company paying US$823,258 in cash, or failing the ability
to make the payment in cash by the issue of Ordinary Shares
("Ordinary Shares") in the company at the issue price of the lower
of: 0.035 pence; the issue price of the Placing Shares or (if
lower) of any other Ordinary Shares issued by the Company following
the date of this announcement, as is equal to US$823,258.
The Company is pleased with this outcome, Robbie McCrae
commented:
"We are delighted that we have managed to settle this
negotiation on amicable terms. We are grateful to Mill End for
their understanding and support".
Director / PDMR Shareholding
Gerard Kisbey-Green, a non-exec Director of the Company, and the
sole owner of Theseus Enterprises Limited ("Theseus"), acting
through Theseus transferred on 3(rd) February 2023, 55,300,000
Ordinary Shares of 0.1 pence in the Company ("Ordinary Shares"),
representing approximately 2.94 per cent. of the issued share
capital, to Mill End Capital Limited.
As disclosed in the prospectus dated 19 July 2021, Gerard
Kisbey-Green had nominated to have his share entitlement in the
Company issued in the name of Theseus Enterprises Limited. On 22
June 2022, Gerard Kisbey-Green signed a director's undertaking
along with Robert McCrae, pledging Theseus 55,300,000 Ordinary
Shares as part of a financing transaction between Theseus and Mill
End Capital Limited. As per the terms of the agreement, the pledge
has been exercised, resulting in the transfer of an aggregate of
55,300,000 Ordinary Shares to Mill End Capital Limited.
Robert McCrae, a Director of the Company, and the sole owner of
Mansa Capital Limited ("Mansa"), acting through Mansa transferred
(further to the Company's announcement of 23rd January 2023)
18,929,616 Ordinary Shares of 0.1 pence each in the Company to Mr
Gary McConnell and 79,570,384 Ordinary Shares of 0.1 pence each in
the Company on 18 April 2023, to Mill End Capital Limited, together
representing approximately 5.15 per cent. of the issued share
capital.
As disclosed in the prospectus dated 19 July 2021, Mr McCrae had
nominated to have his share entitlement in the Company issued in
the name of Mansa Capital Limited. On 22 June 2022, Mr McCrae
signed a director's undertaking along with Mr Kisbey-Green,
pledging Mansa's 98,500,000 Ordinary Shares as part of a financing
transaction between Caracal and Mill End Capital Limited. As per
the terms of the agreement, the pledge has been exercised,
resulting in the transfer of the 96,779,126 Ordinary Shares to Mill
End Capital Limited.
Following the transfer, neither Mr Kisbey-Green nor Mr McCrae
hold an y direct interest in the Company.
The transfer of the Ordinary Shares was made in accordance with
the terms of the Directors undertaking and does not result in any
change to the Company's issued share capital.
For further information visit www.caracalgold.com or contact the
following:
Caracal Gold plc robbie@kilimapesa.com
Robbie McCrae
VSA Capital Limited
Financial Adviser and Joint Broker
Andrew Raca (Corporate Finance) +44 203 005 5000
-----------------------
DGWA, the German Institute for Asset info@dgwa.org
and
Equity Allocation and Valuation
European Investor and Corporate
Relations Advisor
Katharina Löckinger
-----------------------
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END
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May 12, 2023 10:24 ET (14:24 GMT)
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