Whistleblower Policy


Caracal is committed to complying with all applicable requirements concerning accounting practices and controls, auditing practices, legal obligations and its Code of Business Conduct and Ethics. Caracal conducts its business based on the principles of transparency, fairness, honesty, integrity and respect, and strives to ensure that any employee, contractor, representative or member of the public can report perceived misconduct without the risk of retaliation, and with the assurance that all reports are treated confidentially and investigated promptly.

For the purposes of the Policy, the scope of reportable matters is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper – and not just Accounting Concerns. Examples include, but are not limited to:

  1. Violation of the Company’s Business Conduct and Ethics Policy and/or Anti-Bribery and Anti-Corruption Policy
  2. Discrimination, bullying or harassment of any description
  3. Violation or the risk of violation of any applicable laws or Company policies or procedures in relation to health and safety or the environment
  4. Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company
  5. Deficiencies in or noncompliance with the Company’s internal controls over financial reporting;
  6. Misrepresentation or false statement to or by a senior officer, accountant or external auditor regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
  7. Deviation from full and fair reporting of the Company’s financial condition.


To ensure that all officers, employees, consultants and contractors, and directors of the Company (together, referred to as “Responsible Persons”), are aware of the Policy, a copy of the Policy will be distributed to all Responsible Persons, or alternatively they will be advised that the Policy is available on the Company’s website for their review. New joiners will receive information on the Policy as part of their onboarding. Additionally, a copy of the Policy will be posted at mine sites operated by the Company. All Employees and Directors will be informed whenever significant changes are made.


Any person may submit on a confidential or anonymous basis a report without fear of dismissal or retaliation of any kind. Reports may be made orally or in writing and, if preferred, anonymously. There are several options for raising concerns:
  1. Raise the concern with manager or supervisor; or
  2. Raise concern through ESG Committee

If Company Personnel are in doubt regarding the best course of action in a particular situation, they should not hesitate to speak with their Supervisor/Manager.


A submission, in good faith, may be made by Responsible Persons without fear of dismissal, disciplinary action or retaliation of any kind. The Company will not charge, discipline, demote, suspend, threaten or in any manner discriminate against any person who reports in good faith.


Upon receipt of a report, the appropriate Company representative will, when possible, acknowledge receipt of the report to the submitter. The report will be reviewed by such persons as the Audit Committee of the Board determines to be appropriate. Confidentiality will be maintained to the fullest extent possible. However, if a complainant fails to identify himself or herself in his or her report and the information provided is insufficient, the Company may not be able to adequately investigate and resolve the complaint. Reports made anonymously should contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted. Prompt and appropriate corrective action will be taken when and as warranted. When possible and when determined appropriate, notice of any corrective action taken will be given to the person who submitted the report.


The Audit Committee shall retain all records relating to any concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission and applicable regulatory statutes or legal parameters. The types of records to be retained by the Audit Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.


This Code applies to all directors, officers, employees and consultants of the Company and its subsidiaries (“Company Personnel”).

The Board of Directors of the Company will review and evaluate this policy on an annual basis to determine its efficacy.

Approval date: 12th June 2023