Additional funding pursuant to Fundraise

(Registration Number: 9306219)

Share code on AIM: KAT

('Katoro' or 'the Company')

Dated: 14 February 2024

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

Additional funding pursuant to Fundraise

Issue of Equity & TVR

Katoro Gold PLC (AIM: KAT), the strategic and precious minerals exploration and development company, announces a further financing update to shareholders.

On 12 February 2024 the Company announced a financing raising £750,000. This announcement may be viewed through the link below:

The Company's broker SI Capital Limited has received, and the Company accepted, a further order from a single institution raising an additional £75,000 cash for the Company (the "Additional Financing").

This Additional Financing increases the total amount raised to £825,000 before expenses including the £750,000 announced on 12 February 2024. The Additional Financing is conditional only on admission of the Additional Financing Shares to trading on AIM (the "Admission").

For the Additional Financing the Company is to issue 75 million new KAT ordinary shares of 0.1p ("Ordinary Shares") at an issue price of 0.1p per share (the "Additional Financing Shares").

Each Additional Financing Share will have an attaching warrant to subscribe for a further KAT new ordinary share at an exercise price of 0.2p per KAT share, with a life to expiry of 3 years from the Admission date (in total 75 million "Additional Financing Warrants").

Should the volume weighted average price ("VWAP") of KAT meet or exceed 0.5p for 5 trading days, KAT will have the right but not the obligation to issue the warrant holder with ten business days' notice to exercise some or all of their remaining Additional Financing Warrants (the "Acceleration"). To be clear, this means KAT may choose to effect the Acceleration in stages.

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 75,000,000 Additional Financing Shares to be admitted to trading on AIM which is expected to occur on or around 20 February 2024 ("Admission"). The Additional Financing 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 1,575,214,613 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.

596/2014.