Capital Raise of up to £10.6 million

Firm placing, conditional placing and conditional subscription to provide gross cash procceds of up to £5.5 million for KEFI

and

Retail offer through PrimaryBid to raise up to £500,000

and

Issue of equity to extinguish c.£4.6 million of liabilities

KEFI Gold and Copper (AIM: KEFI), the gold and copper exploration and development company with projects in the Federal Democratic Republic of Ethiopia and the Kingdom of Saudi Arabia, announces a Capital Raise (as defined below) to fund closing costs and final preparations for project launch at Tulu Kapi, with full project launch expected in early 2025.

The fundraising package comprises (together, the "Capital Raise"):

• a firm placing of 903,193,818 new ordinary shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares") at a price of 0.55 pence per Ordinary Share (the "Placing Price"), to raise £4,967,566 (excluding expenses) (the "Firm Placing"), including approximately £3.1 million in settlement of existing liabilities, arranged by Tavira Financial Limited ("Tavira" or the "Broker");
• a conditional placing of 315,653,909 new Ordinary Shares at the Placing Price, subject to the approval of the Company's shareholders (the "Shareholders") at the Company's general meeting to be held on 2 January 2025 (the "General Meeting"), to raise £1,736,097 (excluding expenses) (the "Conditional Placing" and, together with the Firm Placing, the "Placing"), including approximately £0.7 million in settlement of existing liabilities, also arranged by Tavira;
• a conditional subscription of 472,727,273 Ordinary Shares at the Placing Price by Safaya Investment In Commercial Enterprises & Management Co. L.L.C (the "Subscriber"), subject to approval of the Company's shareholders at the General Meeting, to raise £2,600,000 (excluding expenses) (the "Conditional Subscription");
• a conditional issue of 144,788,636 new Ordinary Shares at the Placing Price, subject to approval by the Shareholders at the General Meeting, pursuant to which certain Directors of the Company and corporate advisers have elected to receive new Ordinary Shares in lieu of accrued fees of approximately £800,000 (the "Conditional Remuneration Issue"); and
• an offer through PrimaryBid of up to 90,909,091 new Ordinary Shares at the Placing Price (the "Retail Shares"), to raise up to £500,000 (excluding expenses) (the "PrimaryBid Offer"). Further details of the PrimaryBid Offer will be announced shortly after this announcement.

Participants in the Firm Placing, Conditional Placing and Conditional Remuneration Issue have elected to convert certain outstanding liabilities payable by KEFI into new ordinary shares in the capital of the Company. A total of 828,471,733 new shares, will be issued to extinguish £4.6 million of the Company's outstanding liabilities. Assuming full take up of the PrimaryBid Offer, KEFI will receive cash of £6.0 million (before expenses) as a result of the Capital Raise.

The net proceeds of the Capital Raise will cover the incurred and planned expenditure associated with site and community preparations for the Tulu Kapi gold project (the "Early Works Programme") and costs related to finalising the definitive agreements for financial commitments for capital and operating expenditures aggregating to almost US$1 billion including capital expenditure $320 million and life-of-mine operating expenditures such as mining services and power purchases over the life of the project, which are expected to be finalised during the next month or so to enable launch of major works (the "Major Works") at the Tulu Kapi gold project (the "Project") as soon as independent certification confirms final capital budgets and the readiness of the community and the project site and transport routes.

Participants in the Capital Raise include long-standing UK Shareholders along with new institutional and other investors from Europe and the Middle East.

Harry Anagnostaras Adams, Executive Chairman of KEFI Gold and Copper commented:

"KEFI is pleased to have secured this international funding package to underpin the launch of Major Works at the Tulu Kapi gold project which are expected to commence in early 2025. We have at the same time provided a mechanism for existing Shareholders to participate.

"We also expect this capital raise will facilitate the granting of additional long-targeted licences in Ethiopia, which we believe will be complementary to operations and the value proposition of Tulu Kapi."

Placing

The Company will raise £4,967,566 (excluding expenses) through the issue of 903,193,818 new Ordinary Shares (the "Firm Placing Shares") at the Placing Price, and £1,736,097 (excluding expenses) through the issue of 315,653,909 new Ordinary Shares (the "Conditional Placing Shares") at the Placing Price, subject to the approval of the Shareholders at the General Meeting.

Conditional Subscription

The Company will raise £2,600,000 (excluding expenses) through the issue of 472,727,273 new Ordinary Shares (the "Conditional Subscription Shares") at the Placing Price, subject to the approval of the Shareholders at the General Meeting.

Conditional Remuneration Issue

The Company is proposing to issue 144,788,636 new Ordinary Shares to certain Directors and corporate advisers (the "Conditional Remuneration Shares") in lieu of accrued fees of approximately £800,000, subject to the approval of the shareholders at the General Meeting.

Primary Bid Offer

The Directors recognise the importance of providing retail shareholders and investors an opportunity to participate in the Company's ongoing funding. Consequently, the Company intends to make the PrimaryBid Offer.

Further details of the PrimaryBid Offer will be announced shortly after this announcement.

Use of Proceeds

The expected net proceeds of the Capital Raise of approximately £10.1 million (the "Net Proceeds") will be applied to:

• completion of project financing and launch of the Company's Tulu Kapi gold project (the "Project"), including legal and professional fees of KEFI and its banks, preparation of the community, site and district security installation and administrative costs of satisfying the remaining conditions for the project finance package;
• settling current liabilities and advances to strengthen the Company's balance sheet ahead of proposed Project development and anticipated issuance of a number of exploration licence applications in Ethiopia; and
• general working capital purposes.

The Company expects the Project's Major Works to launch in early 2025 following the signing of detailed definitive documentation and satisfaction of the outstanding conditions precedent that are typical for a transaction of this nature.

Placing Agreement and Issue of Warrants

Tavira is acting as broker for the Placing. The Company has appointed Tavira as its agent pursuant to the terms of a placing agreement executed on or about today's date (the "Placing Agreement").

The Company has agreed to pay the Broker certain commissions and fees, some of which will be satisfied through the grant of 68,796,818 warrants over Ordinary Shares (the "Broker Warrants"). Each Broker Warrant will entitle the Broker to subscribe for one new Ordinary Share at a price of 0.55 pence per Ordinary Share, exercisable for a period of three years from the date of Second Admission.

Conditional Remuneration Issue to Director and PDMR and Advisers for the settlement of debt and accrued fees

The number of Conditional Remuneration Shares to be issued to Director, person discharging managerial responsibilities ("PDMR") and their resulting shareholdings are set out below:

The Directors will receive a portion of the Conditional Remuneration Shares through consultancy companies in which they have a stake.

In addition, 42,545,454 Conditional Remuneration Shares, with a total value of £234,000 will be issued at the Placing Price to certain key advisers to the Company in consideration for their services to support various value-adding initiatives for the Project.

Related Party Transaction

The participation in the Conditional Remuneration Issue by Finance Director John Leach and Chief Operating Officer Eddy Solbrandt, is being treated as a related party transaction under AIM Rule 13 of the AIM Rules. Alistair Clark, Harry Anagnostaras Adams, Addis Alemayehou and Richard Robinson, being the Directors independent of the Conditional Remuneration Issue, consider after having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the terms of the Conditional Remuneration Issue are fair and reasonable insofar as the Shareholders are concerned.

Shareholder approval and notice of General Meeting

A circular convening the General Meeting will be circulated in the coming days. Shareholders will be asked at the General Meeting:

• to approve the allotment and issue and the disapplication of pre-emption rights in connection with the issue of:

o the Conditional Placing Shares;

o the Conditional Subscription Shares;

o the Conditional Remuneration Shares; and

o the Broker Warrants; and

• to grant the Directors additional authorities to issue shares in the future (including on a non-pre-emptive basis).

The General Meeting is to be held at 12:00 p.m. (AEDT) on 2 January 2025 at 49 Pennant Avenue, Denistone East 2112, NSW, Australia.

Once published, the circular will be available to download from the Company's website at www.kefi-goldandcopper.com. It is important that Shareholders lodge their votes in advance of the General Meeting through submission of their proxy votes.

Shareholders are reminded that because the Conditional Placing, the Conditional Subscription and the Conditional Remuneration Issue are conditional, among other things, on the passing of the share allotment and disapplication of pre-exemption rights resolutions to be proposed at the General Meeting, and should the resolutions not be passed, these will not proceed.

If the resolutions required to approve the Conditional Placing, the Conditional Subscription and the Conditional Remuneration Issue are not approved at the General Meeting, the Company will need to seek an increased amount of additional funding from alternative sources to support its operations. However, there is no guarantee that such increased amount of additional funding could be obtained in the requisite time frame or at all. If the resolutions are not approved at the General Meeting, and no alternative funding can be raised, the Company's ability to operate as a going concern may be put at risk.

The Firm Placing Shares, the Conditional Placing Shares, the Conditional Subscription Shares, the Conditional Remuneration Shares and the Retail Shares (together, the "New Shares") will rank pari passu in all respects with the existing Ordinary Shares of the Company.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the Firm Placing Shares and the Retail Shares to trading on AIM and it is expected that admission will become effective and that dealings in the Firm Placing Shares and the Retail Shares will commence at 8.00 a.m. on or around 6 December 2024 ("First Admission").

Following First Admission of the Firm Placing Shares and the Retail Shares, the total issued share capital of the Company will consist of 7,053,192,215 Ordinary Shares each with one voting right. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 7,053,192,215 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made to the London Stock Exchange for admission of the Conditional Placing Shares, the Conditional Subscription Shares, and the Conditional Remuneration Shares to trading on AIM and it is expected that admission will become effective and that dealings in the Conditional Placing Shares, the Conditional Subscription Shares, the Retail Shares and the Conditional Remuneration Shares will commence at 8.00 a.m. on or around 3 January 2025 ("Second Admission").