TIDMCORA
RNS Number : 1104A
Cora Gold Limited
22 May 2023
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector:
Mining
22 May 2022
Cora Gold Limited ('Cora' or the 'Company')
2022 Final Results
and
Notice of Annual General Meeting
Cora Gold Limited, the West African focused gold company, is
pleased to announce its final audited results for the year ended 31
December 2022, and to give notice of the Company's Annual General
Meeting ('AGM') which will be held at 12:00pm on the 28 June 2023
at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos
Street, London, W1G 9DQ, United Kingdom and online.
Highlights
Ahead of construction, targeted to start in 2023, Cora's
flagship Sanankoro Gold Project delivered significant highlights
throughout 2022, including:
-- Updated Mineral Resource Estimate ('MRE') provided a 14%
increase in total MRE ounces for 24.9 Mt at 1.15 g/t Au for 920
koz, including a 22% increase in oxide Indicated Mineral Resources
to 509 koz.
-- Environmental Permit awarded in October 2022 following the
completion and submission of the Environmental and Social Impact
Assessment ('ESIA').
-- Optimised Project Economics , published November 2022 (using
a US$1,750 gold price), which included:
o 52.3% internal rate of return ('IRR')
o 1.2-year payback period
o US$71.8 million first full year Free Cash Flow ('FCF')
o US$234 million FCF over life of mine
o US$997/oz All-in Sustaining Costs ('AISC')
o 6.8 years Reserve mine life
o 56,000 oz annual average production
o US$90 million pre-production capital
Post year end, during Q1 2023 the Company closed a fundraising
through equity and convertible loan notes ('CLN') for US$19.8
million to support the commencement of development at Sanankoro
during 2023.
Bert Monro, CEO of Cora, commented: "2022 has been a significant
year for Cora as we approach construction readiness at our
Sanankoro Gold Project. The bulk of our attention focused on the
delivery of our Definitive Feasibility Study and Optimised Project
Economics, which were published in November. This work underlined
the robust technical and economic fundamentals of the Sanankoro
Project and highlighted in particular the potential strong free
cash flow of US$71.8 million in the first full year, based on a
US$1,750 gold price. Equally important is the low technical risk
with an open-pit free digging oxide operation, we have the benefit
of lower operating costs and also a low strip ratio.
"Our ongoing commitment to the responsible and sustainable
development of Sanankoro has been supported by the appointment of
an ESG manager in January 2022. The ESG team have continued their
important work to support and engage with local communities near
the Sanankoro Project, and strengthening communication channels as
we approach construction.
"2023 is set to be a pivotal year for Cora and we remain focused
on commencing construction in as short a time frame as practicable
once permitting and financing is completed. I would like to thank
Cora's shareholders for their continued strong support and patience
throughout this year."
Annual General Meeting
The AGM will be held at 12.00 p.m. (United Kingdom time) on 28
June 2023 at the offices of Hannam & Partners, 3rd Floor, 7-10
Chandos Street, London, W1G 9DQ, United Kingdom plus, in the
interest of allowing as many shareholders as possible to attend,
the AGM will also take place online. There are two ways in which
attendees may join the AGM online:
Option 1 By dial in. Use one of the telephone numbers and Meeting ID set out below:
-- telephone number: +44-(0)20-3481-5240
+44-(0)131-460-1196
+44-(0)330-088-5830
-- other local telephone numbers: https://us02web.zoom.us/u/kbDDvV7Ly4
-- Meeting ID: 831 9560 2852 #
Option 2 Over the internet. This requires the use of a device
(computer, laptop, tablet or smartphone) connected to the internet.
The device will need to have video switched on for the attendee to
be seen, and speakers and microphone capability activated in order
to be able to speak. Use the hyperlink set out below:
-- hyperlink: https://us02web.zoom.us/j/83195602852
Shareholders should note that if they elect to attend the AGM
online using Option 1 above, they will not, in accordance with the
articles of association of the Company, be counted as being present
at the meeting and will not be entitled to vote. The Company's
board of directors (the 'Board' or the 'Board of Directors')
strongly advises shareholders who wish to attend online to use
Option 2 above and ensure their video, microphone and speakers are
switched on.
The Board strongly advises shareholders to submit their votes by
proxy prior to the AGM. Shareholders who have submitted a proxy may
still attend the AGM. However, submitting a proxy means
shareholders know that their vote will be counted. Copies of proxy
forms (both Form of Proxy and Form of Instruction) can be
downloaded via the Company's website at
www.coragold.com/category/company-reports .
The Company always welcomes questions from its shareholders at
its general meetings. On this occasion the Board would rather
shareholders submit their questions beforehand in order that the
Board may ensure questions are answered either at the AGM or
afterwards. Questions should be submitted by email to
secretary@coragold.com no later than 12.00 p.m. (United Kingdom
time) on 23 June 2023.
The Company's Notice of AGM and Forms of Proxy will be
dispatched to shareholders shortly and will be available on the
website at https://www.coragold.com .
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, until
the release of this announcements
**S**
For further information, please visit http://www.coragold.com or
contact:
Bert Monro Cora Gold Limited info@coragold.com
Craig Banfield
Christopher Raggett finnCap Ltd
Charlie Beeson Nomad & Broker +44 (0)20 7220 0500
--------------------- ---------------------
Susie Geliher St Brides Partners pr@coragold.com
Isabelle Morris Financial PR
Will Turner
--------------------- ---------------------
Notes
Cora is a West African gold developer with two de-risked project
areas within two known gold belts in Mali and Senegal covering
c.600 sq km. Led by a team with a proven track record in making
multi-million ounce gold discoveries that have been developed into
operating mines, its primary focus is on developing the Sanankoro
Gold Project in the Yanfolila Gold Belt, southern Mali, into an
open pit oxide mine. Based on a gold price of US$1,750/oz and a
Maiden Probable Reserve of 422 koz at 1.3 g/t Au the project has
strong economic fundamentals, including 52% IRR, US$234 million
Free Cash Flow over life of mine and all-in sustaining costs of
US$997/oz.
CHAIR'S STATEMENT
I am pleased to present the Annual Report of Cora Gold Limited
('Cora' or 'the Company') and its subsidiaries (together the
'Group') for the year ended 31 December 2022.
Cora is a gold company focused on two world class gold regions
in Mali and Senegal in West Africa, being the Yanfolila Gold Belt
(south Mali) and the Kédougou-Kéniéba Inlier gold belt (also known
as the 'Kenieba Window'; west Mali / east Senegal).
The strategy of the Company is, through systematic exploration,
to discover, delineate and develop economic ore bodies. Historical
exploration has resulted in the highly prospective Sanankoro Gold
Discovery ('Sanankoro', 'Sanankoro Gold Project' or the 'Project')
in the Yanfolila Gold Belt. Cora's highly experienced and
successful management team has a proven track record in making
multi-million ounce gold discoveries which have been developed into
operating mines. Cora's primary focus is on further developing its
flagship Sanankoro Gold Project, which the Company believes has the
potential for a standalone mine development.
Highlights
2022 has been a milestone year for Cora. Having completed work
on a Definitive Feasibility Study ('DFS') for Sanankoro, Cora can
now look towards mine development. Highlights for Sanankoro
included:
-- During Q1 2022 a drill programme got underway at Sanankoro
focused on enhancing the November 2021 Mineral Resource Estimate
('MRE') of 809.3 koz at 1.15 g/t Au. The drill programme was
completed in Q2 2022 and comprised 6,992 metres of reverse
circulation plus 897 metres of aircore drilling.
-- In Q3 2022 Cora announced an updated MRE for 24.9 Mt at 1.15
g/t Au for 920 koz, comprising Indicated Mineral Resources of 16.1
Mt at 1.27 g/t Au for 657 koz and Inferred Mineral Resources of 8.7
Mt at 0.94 g/t Au for 263 koz. This represented a 14% increase in
total MRE ounces compared to the November 2021 MRE, including a 22%
increase in oxide Indicated Mineral Resources to 509 koz from 419
koz. In addition, the 2022 drilling programme identified two new
discoveries, at Fode 1 and Target 6, close to existing Mineral
Resources.
-- On 14 October 2022 an Environmental Permit was awarded in
relation to mine development at the Sanankoro Gold Project. This
followed the completion and submission of an Environmental and
Social Impact Assessment on Sanankoro in July 2022, with all
environmental work having been completed in alignment with the
International Finance Corporation Performance Standards. Following
the award of the Environmental Permit and completion of the DFS
(see below) the Company is able to submit an application for a
Mining Permit over Sanankoro. On 28 November 2022 the Mali
government announced the suspension of issuing new mining permits.
When this moratorium is lifted then formal submission of the DFS
and the application for a Mining Permit will be submitted to the
Mali government. Further updates on this will be provided in due
course.
-- In November 2022 Cora announced completion of the DFS for
Sanankoro and the results of subsequent Optimised Project
Economics, notably:
-- JORC-compliant Maiden Probable Reserves of 10.1 Mt at 1.30
g/t Au for 422 koz for the Selin, Zone A and Zone B deposits;
-- post tax and based on a gold price of US$1,750/oz:
-- 52.3% internal rate of return
-- 1.2 year payback period
-- US$71.8 million first full year free cash flow ('FCF')
-- US$234 million FCF over life of mine
-- US$997/oz all-in sustaining cost
-- 6.8 years Reserve mine life
-- 56,000 oz annual average production
o US$90m pre-production capital (including mining pre-production
& contingencies); and
o solar hybrid power option incorporated into the plant design,
delivering savings in both operating costs and carbon
emissions.
-- In addition, the Company announced that:
-- further infill drilling should, in time, enable the
conversion of MRE Inferred Resources into Indicated with a view to
them then being added to the inventory of Reserves for the mine
schedule; and
-- an independently completed Exploration Target estimate
contains between 26.0 Mt and 35.2 Mt with a grade range of 0.58 g/t
Au - 1.21 g/t Au for a potential gold content of 490 koz - 1,370
koz, giving significant potential upside.
In Q4 2022 Cora provided an update on a regional exploration
programme carried out across all of Cora's southern Mali permits in
the Yanfolila Project Area. Most notably the results of this
programme identified over 12 km of pre-drilling gold structures
discovered from early stage exploration work across all permits in
the Yanfolila Project Area.
Outlook for 2023
2023 has already been busy for Cora with the closing of a
fundraising in Q1 2023 for aggregate investments of US$19.8
million, comprising US$3.9 million for ordinary shares in the
capital of the Company plus US$15.9 million for convertible loan
notes. We are very pleased with the strong support received for
this fundraising and over the coming months we look forward to
providing progress updates on our flagship Sanankoro Gold Project,
including submission of the application for a Mining Permit once
the current moratorium is lifted.
Cora's primary focus is on further developing Sanankoro and
following a review of projects in 2023 the board of directors
decided to terminate the Farani, Farassaba III, Siékorolé and
Tékélédougou projects in the Yanfolila Project Area.
Finally, I'd like to take this opportunity to thank the Cora
team for their hard work and thank Cora's shareholders for their
continued support. 2022 was a milestone year for the Company and I
am confident Cora will make further significant progress during
2023 and beyond.
Edward Bowie
Non-Executive Director & Chair of the Board of Directors
19 May 2023
Consolidated Statement of Financial Position
as at 31 December 2022
All amounts stated in thousands of United States dollar
2022 2021
Note(s) US$'000 US$'000
Non-current assets
Intangible assets 9 23,826 21,574
________ ________
Current assets
Trade and other receivables 10 91 208
Cash and cash equivalents 11 461 5,376
________ ________
552 5,584
________ ________
Total assets 24,378 27,158
________ ________
Current liabilities
Trade and other payables 12 (193) (570)
________ ________
Total liabilities (193) (570)
________ ________
Net current assets 359 5,014
________ ________
Net assets 24,185 26,588
________ ________
Equity and reserves
Share capital 14 28,202 28,202
Retained deficit (4,017) (1,614)
________ ________
Total equity 24,185 26,588
________ ________
The consolidated financial statements were approved and
authorised for issue by the board of directors of Cora Gold Limited
on 19 May 2023 and were signed on its behalf by
Robert Monro
Chief Executive Officer & Director
19 May 2023
The attached notes form an integral part of the Consolidated
Financial Statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar (unless
otherwise stated)
2022 2021
Note(s) US$'000 US$'000
Overhead costs 6 (1,502) (1,296)
Impairment of intangible assets 9 (1,012) (466)
________ ________
Loss before income tax (2,514) (1,762)
Income tax 7 - -
________ ________
Loss for the year (2,514) (1,762)
Other comprehensive income - -
________ ________
Total comprehensive loss for the (2,514) (1,762)
year ________ ________
Earnings per share from continuing
operations attributable to owners
of the parent
Basic and fully diluted earnings
per share 8 (0.0087) (0.0076)
(United States dollar) ________ ________
The attached notes form an integral part of the Consolidated
Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2021 18,118 (96) 18,022
________ ________ ________
Loss for the year - (1,762) (1,762)
________ ________ ________
Total comprehensive loss for - (1,762) (1,762)
the year ________ ________ ________
Proceeds from shares issued 10,063 - 10,063
Issue costs (126) - (126)
Proceeds from share options
exercised 147 - 147
Share based payments - share - 244 244
options ________ ________ ________
Total transactions with owners,
recognised directly in equity 10,084 244 10,328
________ ________ ________
As at 31 December 2021 28,202 (1,614) 26,588
________ ________ ________
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the year - (2,514) (2,514)
________ ________ ________
Total comprehensive loss for - (2,514) (2,514)
the year ________ ________ ________
Share based payments - share - 111 111
options ________ ________ ________
Total transactions with owners,
recognised directly in equity - 111 111
________ ________ ________
As at 31 December 2022 28,202 (4,017) 24,185
________ ________ ________
The attached notes form an integral part of the Consolidated
Financial Statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar
2022 2021
Note(s) US$'000 US$'000
Cash flows from operating activities
Loss for the year (2,514) (1,762)
Adjustments for:
Share based payments - share options 111 244
Impairment of intangible assets 9 1,012 466
Decrease / (increase) in trade and
other receivables 117 (149)
(Decrease) / increase in trade and (377) 354
other payables ________ ________
Net cash used in operating activities (1,651) (847)
________ ________
Cash flows from investing activities
Additions to intangible assets 9 (3,264) (8,375)
________ ________
Net cash used in investing activities (3,264) (8,375)
________ ________
Cash flows from financing activities
Proceeds from shares issued 14 - 10,063
Issue costs 14 - (126)
Proceeds from share options exercised 14 - 147
________ ________
Net cash generated from financing - 10,084
activities ________ ________
Net (decrease) / increase in cash
and cash equivalents (4,915) 862
Cash and cash equivalents at beginning 11 5,376 4,514
of year ________ ________
Cash and cash equivalents at end of 11 461 5,376
year ________ ________
The attached notes form an integral part of the Consolidated
Financial Statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
All tabulated amounts stated in thousands of United States
dollar (unless otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and
its subsidiaries (together the 'Group') is the exploration and
development of mineral projects, with a primary focus in West
Africa. The Company is incorporated and domiciled in the British
Virgin Islands. The address of its registered office is Rodus
Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola
VG1110, British Virgin Islands.
2. Accounting policies
The principal accounting policies applied in the preparation of
financial statements are set out below ('Accounting Policies' or
'Policies'). These Policies have been consistently applied to all
the periods presented, unless otherwise stated.
2.1. Basis of preparation
The consolidated financial statements of Cora Gold Limited have
been prepared in accordance with International Financial Reporting
Standards ('IFRS') and IFRS Interpretations Committee ('IFRS IC')
as adopted by the European Union ('EU'). The consolidated financial
statements have been prepared under the historical cost
convention.
The financial statements are presented in United States dollar
(currency symbol: USD or US$), rounded to the nearest thousand,
which is the Group's functional and presentational currency.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements are disclosed in Note 4.
(a) New and amended standards mandatory for the first time for
the financial period beginning 01 January 2022
New standards and amendments to standards and interpretations
which were effective for the financial period beginning on or after
01 January 2022 were not material to the Group or the Company.
(b) New standards, amendments and interpretations in issue but
not yet effective or not yet endorsed and not early adopted
The following standards have been published and are mandatory
for accounting periods beginning after 01 January 2023 but have not
been early adopted by the Group or the Company and could have
impact on the Group and the Company financial statements:
Effective
Title date
Amendments to IAS 1: Presentation of Financial 01 January
Statements: Classification of Liabilities 2023 ^
as Current or Non-current
Amendments to IAS 1: Classification of
Liabilities as Current or Non-current -
Deferral of Effective Date
Amendments to IAS 1: Presentation of Financial 01 January
Statements and IFRS Practice Statement 2023
2: Disclosure of Accounting Policies
Amendments to IAS 8: Accounting policies, 01 January
Changes in Accounting Estimates and Errors 2023
- Definition of Accounting Estimates
Key:
^ Not yet endorsed in the EU.
The Group is evaluating the impact of the new and amended
standards above. The directors believe that these new and amended
standards are not expected to have a material impact on the Group's
results or shareholders' funds.
2.2. Basis of consolidation
The consolidated financial statements incorporate those of the
Company and its subsidiary undertakings for all periods
presented.
Subsidiaries are entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
The Group applies the acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
Where necessary, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used
into line with those used by other members of the Group. All
intercompany transactions and balances between Group entities are
eliminated on consolidation.
As at 31 December 2022 and 2021 the Company held:
-- a 100% shareholding in Cora Gold Mali SARL (registered in the
Republic of Mali; the address of its registered office is Rue 224
Porte 1279, Hippodrome 1, BP 2788, Bamako, Republic of Mali);
-- a 100% shareholding in Cora Exploration Mali SARL (the
address of its registered office is Rue 224 Porte 1279, Hippodrome
1, BP 2788, Bamako, Republic of Mali);
-- a 95% shareholding in Sankarani Ressources SARL (the address
of its registered office is Rue 841 Porte 202, Faladie SEMA, BP
366, Bamako, Republic of Mali). The remaining 5% of Sankarani
Ressources SARL can be purchased from a third party for US$1
million; and
-- Cora Resources Mali SARL (registered in the Republic of Mali;
the address of its registered office is Rue 841 Porte 202, Faladie
SEMA, BP 366, Bamako, Republic of Mali) was a wholly owned
subsidiary of Sankarani Ressources SARL.
2.3. Interest in jointly controlled entities
Joint venture arrangements that involve the establishment of a
separate entity in which each venturer has joint control are
referred to as jointly controlled entities. The results and assets
and liabilities of jointly controlled entities are included in
these financial statements for the period using the equity method
of accounting.
2.4. Going concern
As part of the Definitive Feasibility Study ('DFS') for the
Sanankoro Gold Project (completed in November 2022) cash flow
forecasts for the life of mine have been prepared. The forecasts
include the costs of developing the Sanankoro Gold Project,
including a construction period of 21 months (including
pre-construction engineering work and commissioning the plant) plus
related corporate and operational overheads. On 28 November 2022
the Mali government announced the suspension of issuing new mining
permits. When this moratorium is lifted then formal submission of
the DFS and the application for a Mining Permit will be submitted
to the Mali government, and construction will formally commence. In
addition, the Company has an unsecured obligation in relation to
issued and outstanding Convertible Loan Notes for a total of
US$15,875,000. The Mandatory Conversion of the Convertible Loan
Notes is subject to the conclusion of definitive binding agreements
in respect of senior debt in relation to the Sanankoro Gold Project
and such agreements being unconditional. If not converted then the
Convertible Loan Notes are repayable on their maturity date of 09
September 2023 at a 5% premium to the total amount outstanding. The
directors are confident in the ability of the Company to make such
repayment, if required, as well as fund working capital
requirements over the 12 month period from the date of
approval of these financial statements, using its current
balance of cash and cash equivalents. The forecasts demonstrate
that in the event that development of the Sanankoro Gold
Project:
-- is deferred, then: the Group has the ability to meet all
ongoing working capital requirements and committed payments during
the 12 month period from the date of approval of these financial
statements; and the directors are confident in the ability of the
Group to raise additional funding in subsequent periods from the
issue of equity or the sale of assets as and when this is
required.
-- continues, then: the Group will require additional funds
during the going concern period in order to undertake all the
planned discretionary exploration, evaluation and development
activities; and the directors are confident in the ability of the
Group to raise additional funding when required from the issue of
equity or the sale of assets, and from secured debt finance.
Any delays in the timing and / or quantum of raising additional
funds can be accommodated by deferring discretionary exploration,
evaluation and development expenditure.
The directors have a reasonable expectation that the Group will
have adequate resources to continue in operational existence for
the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial
statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the board of directors (the
'Board' or the 'Board of Directors') that makes strategic
decisions.
2.6. Foreign currencies
(i) Functional and presentational currency
Items included in the financial statements of the Group's
entities are measured using the currency of the primary economic
environment in which the entity operates (the 'functional
currency'). The financial statements are presented in United States
dollar, rounded to the nearest thousand, which is the Company's and
Group's functional and presentational currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in profit or loss.
2.7. Investments
Investments in subsidiary companies are stated at cost less
provision for impairment in value, which is recognised as an
expense in the period in which the impairment is identified in the
Company accounts. These investments are consolidated in the Group
consolidated accounts.
2.8. Intangible assets
The Group has adopted the provisions of IFRS 6 Exploration for
and Evaluation of Mineral Resources.
The Group capitalises expenditure as project costs, categorised
as intangible assets, when it determines that those costs will be
successful in finding specific mineral resources. Expenditure
included in the initial measurement of project costs and which are
classified as intangible assets relate to the acquisition of rights
to explore, topographical, geological, geochemical and geophysical
studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of
extracting a mineral resource. Capitalisation of pre-production
expenditure ceases when the mining property is capable of
commercial production. Project costs are recorded and held at cost.
An annual review is undertaken of each area of interest to
determine the appropriateness of continuing to capitalise and carry
forward project costs in relation to that area of interest.
Accumulated capitalised project costs in relation to (i) an expired
permit, (ii) an abandoned area of interest and / or (iii) a joint
venture over an area of interest which is now ceased, will be
written off in full as an impairment to profit or loss in the year
in which (i) the permit expired, (ii) the area of interest was
abandoned and / or (iii) the joint venture ceased.
Exploration and evaluation costs are assessed for impairment
when facts and circumstances suggest that the carrying amount of an
asset may exceed its recoverable amount.
2.9. Financial assets
Classification
The Group's financial assets consist of financial assets held at
amortised cost. The classification depends on the purpose for which
the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
Financial assets held at amortised cost
Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and
interest, are measured at amortised cost. Any gain or loss arising
on derecognition is recognised directly in profit or loss and
presented in other gains / (losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate
line item in the statement of profit or loss.
They are included in current assets, except for maturities
greater than 12 months after the reporting date, which are
classified as non-current assets. The Group's financial assets at
amortised cost comprise trade and other current assets and cash and
cash equivalents at the year-end.
Recognition and measurement
Regular purchases and sales of financial assets are recognised
on the trade date - the date on which the Group commits to
purchasing or selling the asset. Financial assets are initially
measured at fair value plus transaction costs. Financial assets are
de-recognised when the rights to receive cash flows from the assets
have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of
ownership.
Financial assets are subsequently carried at amortised cost
using the effective interest method.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected
credit losses associated with its financial assets carried at
amortised cost. For trade and other receivables due within 12
months the Group applies the simplified approach permitted by IFRS
9. Therefore, the Group does not track changes in credit risk, but
rather recognises a loss allowance based on the financial asset's
lifetime expected credit losses at each reporting date.
A financial asset is impaired if there is objective evidence of
impairment as a result of one or more events that occurred after
the initial recognition of the asset, and that loss event(s) had an
impact on the estimated future cash flows of that asset that can be
estimated reliably. The Group assesses at the end of each reporting
period whether there is objective evidence that a financial asset,
or a group of financial assets, is impaired.
The criteria that the Group uses to determine that there is
objective evidence of an impairment loss include:
-- significant financial difficulty of the issuer or
obligor;
-- a breach of contract, such as a default or delinquency in
interest or principal repayments;
-- the Group, for economic or legal reasons relating to the
borrower's financial difficulty, granting to the borrower a
concession that the lender would not otherwise consider;
-- it becomes probable that the borrower will enter bankruptcy
or other financial reorganisation.
The Group first assesses whether objective evidence of
impairment exists.
The amount of the loss is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows (excluding future credit losses that have not been
incurred), discounted at the financial asset's original effective
interest rate. The asset's carrying amount is reduced and the loss
is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as an
improvement in the debtor's credit rating), the reversal of the
previously recognised impairment loss is recognised in profit or
loss.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and
are subject to an insignificant risk of changes in value.
2.11. Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
2.12. Reserves
Retained (deficit) / earnings - the retained (deficit) /
earnings reserve includes all current and prior periods retained
profit and losses, and share based payments.
2.13. Financial liabilities at amortised cost
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective
interest method.
Other financial liabilities are initially measured at fair
value. They are subsequently measured at amortised cost using the
effective interest method.
Financial liabilities are de-recognised when the Group's
contractual obligations expire or are discharged or cancelled.
2.14. Provisions
The Group provides for the costs of restoring a site where a
legal or constructive obligation exists. The estimated future costs
for known restoration requirements are determined on a site-by-site
basis and are calculated based on the present value of estimated
future costs. All provisions are discounted to their present
value.
2.15. Taxation
Tax is recognised in the Income Statement, except to the extent
that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
Current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting end date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
2.16. Share based payments
Equity-settled share based payments with employees and others
providing services are measured at the fair value of the equity
instruments at the grant date. Fair value is measured by use of an
appropriate pricing model. The Company has adopted the
Black-Scholes Model for this purpose.
Equity-settled share based payment transactions with other
parties are measured at the fair value of the goods and services,
except where the fair value cannot be estimated reliably in which
case they are valued at the fair value of the equity instrument
granted.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk, credit risk and liquidity risk. The Group's
overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
Risk management is carried out by the management team under
policies approved by the Board.
(i) Market risk
The Group is exposed to market risk, primarily relating to
interest rate, foreign exchange and commodity prices. The Group
does not hedge against market risks as the exposure is not deemed
sufficient to enter into forward contracts. The Group has not
sensitised the figures for fluctuations in interest rates, foreign
exchange or commodity prices as the directors are of the opinion
that these fluctuations would not have a significant impact on the
financial statements of the Group at the present time. The
directors will continue to assess the effect of movements in market
risks on the Group's financial operations and initiate suitable
risk management measures where necessary.
(ii) Credit risk
Credit risk arises from cash and cash equivalents as well as
outstanding receivables. To manage this risk, the Group
periodically assesses the financial reliability of customers and
counterparties.
The amount of exposure to any individual counterparty is subject
to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk.
(iii) Liquidity risk
Cash flow and working capital forecasting is performed for all
entities in the Group for regular reporting to the Board. The
directors monitor these reports and forecasts to ensure the Group
has sufficient cash to meet its operational needs.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, in order to
enable the Group to continue its exploration and evaluation
activities, and to maintain an optimal capital structure to reduce
the cost of capital.
The Group defines capital based on the total equity of the
Company. The Group monitors its level of cash resources available
against future planned operational activities and may issue new
shares in order to raise further funds from time to time.
4. Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with
IFRSs requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
year. Actual results may vary from the estimates used to produce
these financial statements.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Significant items subject to such estimates and assumptions
include, but are not limited to:
(i) Intangible assets (see Note 9)
An annual review is undertaken of each area of interest to
determine the appropriateness of continuing to capitalise and carry
forward project costs in relation to that area of interest.
Accumulated capitalised project costs in relation to (i) an expired
permit, (ii) an abandoned area of interest and / or (iii) a joint
venture over an area of interest which is now ceased, will be
written off in full as an impairment to the statement of income in
the year in which (i) the permit expired, (ii) the area of interest
was abandoned and / or (iii) the joint venture ceased.
Each exploration project is subject to review by a senior Group
geologist to determine if the exploration results returned to date
warrant further exploration expenditure and have the potential to
result in an economic discovery. This review takes into
consideration long-term metal prices, anticipated resource volumes
and grades, permitting and infrastructure. The directors have
reviewed each project with reference to these criteria and have
made adjustments for any impairment as necessary.
5. Segmental analysis
The Group operates principally in the UK and West Africa, with
operations managed on a project by project basis. Activities in the
UK are administrative in nature whilst the activities in West
Africa relate to exploration and evaluation.
An analysis of the Group's overhead costs, and reportable
segment assets and liabilities is as follows:
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2022
Overhead costs 1,502 - 1,502
Impairment of intangible assets - 1,012 1,012
_______ _______ _______
Loss from operations per reportable 1,502 1,012 2,514
segment _______ _______ _______
As at 31 December 2022
Reportable segment assets 512 23,866 24,378
Reportable segment liabilities (94) (99) (193)
_______ _______ _______
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2021
Overhead costs 1,288 8 1,296
Impairment of intangible assets - 466 466
_______ _______ _______
Loss from operations per reportable 1,288 474 1,762
segment _______ _______ _______
As at 31 December 2021
Reportable segment assets 5,463 21,695 27,158
Reportable segment liabilities (77) (493) (570)
_______ _______ _______
6. Expenses by nature
2022 2021
US$'000 US$'000
Employees' and directors' remuneration
(see below) 584 574
Legal and professional 149 324
General administration 104 68
Investor relations and conferences 72 64
Auditor's remuneration (see below) 33 39
Travel 19 11
Consultants - 8
_______ _______
961 1,088
Share based payments - share options 111 244
Foreign exchange loss / (gain) 430 (36)
_______ _______
Overhead costs 1,502 1,296
_______ _______
Employees' and directors' remuneration
The average monthly number of employees and directors was as
follows:
2022 2021
Non-executive directors 4 4
Employees 32 36
_______ _______
Total average number of employees 36 40
and directors _______ _______
Employees' and directors' remuneration comprised:
2022 2021
US$'000 US$'000
Non-executive directors' fees 129 109
Wages and salaries 1,078 1,494
Social security costs 142 119
Pension contributions 16 16
_______ _______
Total employees' and directors'
remuneration 1,365 1,738
Capitalised to project costs (intangible (781) (1,164)
assets) _______ _______
Employees' and directors' remuneration 584 574
expensed _______ _______
Auditor's remuneration
Expenditures relating to the Company's auditor, PKF Littlejohn
LLP, in respect of both audit and non-audit services were as
follows:
2022 2021
US$'000 US$'000
Audit fees: audit of the Group and
the Company's financial statements 33 39
_______ _______
Auditor's remuneration expensed 33 39
_______ _______
7. Income tax
The Company is tax resident in the British Virgin Islands, where
corporate profits are taxed at 0%. The Group's subsidiaries in Mali
are taxed at 30%. For the years ended 31 December 2022 and 2021 no
current or deferred tax arose, and no deferred tax asset has been
recognised due to the uncertainty of future taxable profits.
The tax on the Group's loss before tax differs from the
theoretical amount that would arise as follows:
2022 2021
US$'000 US$'000
Loss before tax (2,514) (1,762)
_______ _______
Tax at standard rate of 0% (2021: 0%) - -
Effects of:
Impairment of intangible assets 304 140
Other - 2
Difference in overseas tax rates (304) (142)
_______ _______
Income tax - -
_______ _______
8. Earnings per share
The calculation of the basic and fully diluted earnings per
share attributable to the equity shareholders is based on the
following data:
2022 2021
US$'000 US$'000
Net loss attributable to equity shareholders (2,514) (1,762)
_______ _______
Weighted average number of shares for
the purpose of 289,557 231,393
basic and fully diluted earnings per _______ _______
share (000's)
Basic and fully diluted earnings per
share (0.0087) (0.0076)
(United States dollar) _______ _______
As at 31 December 2022 and 2021 the Company's issued and
outstanding capital structure comprised a number of ordinary shares
and share options (see Note 14).
9. Intangible assets
Intangible assets relate to exploration and evaluation project
costs capitalised as at 31 December 2022 and 2021, less
impairment.
2022 2021
US$'000 US$'000
As at 01 January 21,574 13,665
Additions 3,264 8,375
Impairment (1,012) (466)
_______ _______
As at 31 December 23,826 21,574
_______ _______
Additions to project costs during the years ended 31 December
2022 and 2021 were in the following geographical areas:
2022 2021
US$'000 US$'000
Mali 3,256 8,292
Senegal 8 83
_______ _______
Additions to projects costs 3,264 8,375
_______ _______
Impairment of project costs during the years ended 31 December
2022 and 2021 relate to the following terminated projects:
2022 2021
US$'000 US$'000
Tagan (Yanfolila Project Area, Mali) 891 -
Satifara Sud (Diangounté Project
Area, Mali) 116 -
Winza (Yanfolila Project Area, Mali) 5 193
Kakadian (Diangounté Project Area,
Mali) - 145
Satifara Ouest (Diangounté Project
Area, Mali) - 79
Karan Ouest (Sanankoro Project Area, - 49
Mali) _______ _______
Impairment of project costs 1,012 466
_______ _______
Those projects which were terminated were considered by the
Board to be no longer prospective.
Project costs capitalised as at 31 December 2022 and 2021
related to the following geographical areas:
2022 2021
US$'000 US$'000
Mali 23,318 21,074
Senegal 508 500
_______ _______
As at 31 December 23,826 21,574
_______ _______
After the reporting date certain projects were terminated (see
Note 19).
10. Trade and other receivables
2022 2021
US$'000 US$'000
Other receivables - 113
Prepayments 91 95
_______ _______
91 208
_______ _______
11. Cash and cash equivalents
Cash and cash equivalents held as at 31 December 2022 and 2021
were in the following currencies:
2022 2021
US$'000 US$'000
British pound sterling (GBPGBP) 421 5,358
CFA franc (XOF) 34 8
United States dollar (US$) 5 7
Euro (EUREUR) 1 3
_______ _______
461 5,376
_______ _______
External ratings of cash at bank and short-term deposits as at
31 December 2022 and 2021 were as follows:
2022 2021
US$'000 US$'000
A1 427 5,368
A2 34 8
_______ _______
461 5,376
_______ _______
12. Trade and other payables
2022 2021
US$'000 US$'000
Trade payables 58 408
Other payables 30 -
Accruals 105 162
_______ _______
193 570
_______ _______
13. Financial instruments
2022 2021
US$'000 US$'000
Financial assets at amortised
cost
Trade and other receivables - 113
Cash and cash equivalents 461 5,376
_______ _______
461 5,489
_______ _______
Financial liabilities at amortised
cost
Trade and other payables 193 570
_______ _______
193 570
_______ _______
14. Share capital
The Company is authorised to issue an unlimited number of no par
value shares of a single class.
As at 31 December 2020 the Company's issued and outstanding
capital structure comprised:
-- 205,382,159 ordinary shares;
-- share options over 1,900,000 ordinary shares in the capital
of the Company exercisable at 16.5 pence (British pound sterling)
per ordinary share expiring on 18 December 2022;
-- share options over 6,200,000 ordinary shares in the capital
of the Company exercisable at 8.5 pence (British pound sterling)
per ordinary share expiring on 09 October 2023; and
-- share options over 7,200,000 ordinary shares in the capital
of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025.
During the year ended 31 December 2021:
-- on 09 June 2021 the Company closed a subscription for
40,425,000 ordinary shares in the capital of the Company at a price
of 7.75 pence (British pound sterling) per ordinary share for total
gross proceeds of GBPGBP3,132,937.50 - certain directors of the
Company participated in this subscription (see Note 18);
-- on 15 June 2021 share options over 275,000 ordinary shares in
the capital of the Company exercisable at 16.5 pence (British pound
sterling) per ordinary share expiring on 18 December 2022 were
cancelled;
-- on 30 June 2021 share options over 100,000 ordinary shares in
the capital of the Company exercisable at 10 pence (British pound
sterling) per ordinary share expiring on 12 October 2025 were
cancelled;
-- on 06 September 2021 share options were exercised over
1,250,000 ordinary shares in the capital of the Company at a price
of 8.5 pence (British pound sterling) per ordinary share expiring
on 09 October 2023 for total gross proceeds of GBPGBP106,250;
-- on 08 December 2021:
-- the Company closed a placing and subscription for 42,500,000
ordinary shares in the capital of the Company at a price of 10
pence (British pound sterling) per ordinary share for total gross
proceeds of GBPGBP4,250,000 - certain directors of the Company
participated in this subscription (see Note 18);
-- the Board granted and approved share options over 7,850,000
ordinary shares in the capital of the Company exercisable at 10.5
pence (British pound sterling) per ordinary share expiring on 08
December 2026;
-- on 31 December 2021:
-- share options over 400,000 ordinary shares in the capital of
the Company exercisable at 16.5 pence (British pound sterling) per
ordinary share expiring on 18 December 2022 were cancelled;
-- share options over 2,500,000 ordinary shares in the capital
of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025 were cancelled;
-- share options over 1,200,000 ordinary shares in the capital
of the Company exercisable at 10.5 pence (British pound sterling)
per ordinary share expiring on 08 December 2026 were cancelled.
As at 31 December 2021 the Company's issued and outstanding
capital structure comprised:
-- 289,557,159 ordinary shares;
-- share options over 1,225,000 ordinary shares in the capital
of the Company exercisable at 16.5 pence (British pound sterling)
per ordinary share expiring on 18 December 2022;
-- share options over 4,950,000 ordinary shares in the capital
of the Company exercisable at 8.5 pence (British pound sterling)
per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital
of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025; and
-- share options over 6,650,000 ordinary shares in the capital
of the Company exercisable at 10.5 pence (British pound sterling)
per ordinary share expiring on 08 December 2026.
During the year ended 31 December 2022:
-- on 14 May 2022 share options over 100,000 ordinary shares in
the capital of the Company exercisable at 10.5 pence (British pound
sterling) per ordinary share expiring on 08 December 2026 were
cancelled; and
-- on 18 December 2022 share options over 1,225,000 ordinary
shares in the capital of the Company exercisable at 16.5 pence
(British pound sterling) per ordinary share expired.
As at 31 December 2022 the Company's issued and outstanding
capital structure comprised:
-- 289,557,159 ordinary shares;
-- share options over 4,950,000 ordinary shares in the capital
of the Company exercisable at 8.5 pence (British pound sterling)
per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital
of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025; and
-- share options over 6,550,000 ordinary shares in the capital
of the Company exercisable at 10.5 pence (British pound sterling)
per ordinary share expiring on 08 December 2026.
Movements in capital during the years ended 31 December 2022 and
2021 were as follows:
Share options
over number of ordinary shares
(exercise price per ordinary
share; expiring date)
------------ ---------
Number 16.5 pence; 8.5 pence; 10 pence; 10.5 pence;
of ordinary 18 December 09 October 12 October 08 December Proceeds
shares 2022 2023 2025 2026 US$'000
------------ ---------
As at 01 January
2021 205,382,159 1,900,000 6,200,000 7,200,000 - 18,118
Placing and subscriptions 82,925,000 - - - - 10,063
Exercise of share
options 1,250,000 - (1,250,000) - - 147
Granting of share
options - - - - 7,850,000 -
Cancellation of
share options - (675,000) - (2,600,000) (1,200,000) -
Issue costs - - - - - (126)
__________ _________ _________ _________ _________ ________
As at 31 December
2021 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 28,202
Cancellation of
share options - - - - (100,000) -
Expiry of share - (1,225,000) - - - -
options __________ _________ _________ _________ _________ ________
As at 31 December 289,557,159 - 4,950,000 4,600,000 6,550,000 28,202
2022 __________ _________ _________ _________ _________ ________
The fair value of share options and warrants issued to a broker
of a placing has been calculated using the Black-Scholes Model, the
inputs into which were as follows:
-- for share options granted on 09 October 2019:
-- strike price 8.5 pence (British pound sterling);
-- share price 7.47 pence (British pound sterling);
-- volatility 34.7%;
-- expiring on 09 October 2023;
-- risk free rate 0.6%; and
-- dividend yield 0%;
-- for share options granted on 12 October 2020:
-- strike price 10 pence (British pound sterling);
-- share price 10.5 pence (British pound sterling);
-- volatility 25.9%;
-- expiring on 12 October 2025;
-- risk free rate 0.6%; and
-- dividend yield 0%;
-- for share options granted on 08 December 2021:
-- strike price 10.5 pence (British pound sterling);
-- share price 9.6 pence (British pound sterling);
-- volatility 22.2%;
-- expiring on 08 December 2026;
-- risk free rate 0.6%; and
-- dividend yield 0%.
The cost of share based payments relating to share options has
been recognised in the consolidated statement of comprehensive
income and in retained (deficit) / earnings.
15. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 31 December 2022 the Company's largest shareholder was
Brookstone Business Inc ('Brookstone') which held 82,796,025
ordinary shares, being 28.59% of the total number of ordinary
shares issued and outstanding. Brookstone is wholly owned and
controlled by First Island Trust Company Ltd as Trustee of The Nodo
Trust, being a discretionary trust with a broad class of potential
beneficiaries. Patrick Quirk, father of Paul Quirk (Non-Executive
Director of the Company), is a potential beneficiary of The Nodo
Trust.
Brookstone, Key Ventures Holding Ltd ('KVH') and Paul Quirk
(Non-Executive Director of the Company) (collectively the
'Investors'; as at 31 December 2022 their aggregated shareholdings
being 33.32% of the total number of ordinary shares issued and
outstanding) entered into a Relationship Agreement on 18 March 2020
to regulate the relationship between the Investors and the Company
on an arm's length and normal commercial basis. In the event that
Investors' aggregated shareholdings becomes less than 30% then the
Relationship Agreement shall terminate. KVH is wholly owned and
controlled by First Island Trust Company Ltd as Trustee of The
Sunnega Trust, being a discretionary trust of which Paul Quirk
(Non-Executive Director of the Company) is a potential
beneficiary.
16. Contingent liabilities
A number of the Company's project areas have potential net
smelter return royalty obligations, together with options for the
Company to buy out the royalty. At the current stage of
development, it is not considered that the outcome of these
contingent liabilities can be considered probable or reasonably
estimable and hence no provision has been recognised in the
financial statements.
17. Capital commitments
There were no capital commitments as at 31 December 2022.
During 2020 and 2021 the Company entered into contracts with a
number of contractors in respect of the DFS for the Sanankoro Gold
Project. Total estimated costs in respect of the DFS contractors
were approximately US$2,000,000. As at 31 December 2021, under the
terms of the contracts, the Company had incurred costs of
approximately US$1,080,000. Accordingly, as at 31 December 2021 the
balance of outstanding capital commitments was approximately
US$920,000. The DFS was completed in 2022.
18. Related party transactions
There were no reportable related party transactions during the
year ended 31 December 2022.
During the year ended 31 December 2021:
-- GBPGBP162,667 was paid to Norman Bailie, the Company's Head
of Exploration, and Mr Bailie's consultancy business, Phoenix (PPM)
Consultants, for exploration services. This arrangement with Mr
Bailie and Phoenix (PPM) Consultants terminated on 31 December
2021;
-- on 09 June 2021 the Company closed a subscription for
40,425,000 ordinary shares in the capital of the Company at a price
of 7.75 pence (British pound sterling) per ordinary share for total
gross proceeds of GBPGBP3,132,937.50. The following directors of
the Company participated in this subscription:
-- Edward Bowie, Non-Executive Director of the Company &
Chair of the Board of Directors, subscribed for 64,000 ordinary
shares for total gross proceeds of GBPGBP4,960;
-- Andrew Chubb, Non-Executive Director of the Company,
subscribed for 129,000 ordinary shares for total gross proceeds of
GBPGBP9,997.50;
-- Robert Monro, Chief Executive Officer & Director of the
Company, subscribed for 182,000 ordinary shares for total gross
proceeds of GBPGBP14,105; and
-- Key Ventures Holding Ltd, which is wholly owned and
controlled by First Island Trust Company Ltd as Trustee of The
Sunnega Trust being a discretionary trust of which Paul Quirk
(Non-Executive Director of the Company) is a potential beneficiary,
subscribed for 1,820,000 ordinary shares for total gross proceeds
of GBPGBP141,050;
-- on 07 September 2021 the Company entered into a US$25 million
mandate and term sheet with Lionhead Capital Advisors Proprietary
Limited ('Lionhead') to fund the development of the Sanankoro Gold
Project. This was conditional on, among other matters, the
completion of a DFS on the Sanankoro Gold Project. Paul Quirk
(Non-Executive Director of the Company) is a director of Lionhead.
Following completion of the DFS in November 2022 the mandate and
term sheet with Lionhead was renegotiated, and this resulted in a
new mandate and term sheet being entered into on 09 February 2023
(see Note 19);
-- on 08 December 2021 the Company closed a placing and
subscription for 42,500,000 ordinary shares in the capital of the
Company at a price of 10 pence (British pound sterling) per
ordinary share for total gross proceeds of GBPGBP4,250,000. The
following directors of the Company participated in this
subscription:
-- Edward Bowie, Non-Executive Director of the Company &
Chair of the Board of Directors, subscribed for 100,000 ordinary
shares for total gross proceeds of GBPGBP10,000;
-- Andrew Chubb, Non-Executive Director of the Company,
subscribed for 200,000 ordinary shares for total gross proceeds of
GBPGBP20,000; and
-- Robert Monro, Chief Executive Officer & Director of the
Company, subscribed for 300,000 ordinary shares for total gross
proceeds of GBPGBP30,000.
19. Events after the reporting date
On 09 February 2023 the Company entered into an up to US$30
million mandate and term sheet (the 'Term Sheet') with Lionhead to
fund the development of the Sanankoro Gold Project (the 'Project
Financing'). This Term Sheet replaces the previous one entered into
with Lionhead on 07 September 2021 (see Note 18). Paul Quirk
(Non-Executive Director of the Company) is a director of
Lionhead.
On 13 March 2023 the Company closed a subscription for:
-- 80,660,559 ordinary shares in the capital of the Company at a
price of US$0.0487 per ordinary share for total gross proceeds of
US$3,928,169.26 (the 'Equity Financing'); and
-- convertible loan notes ('CLN' or 'Convertible Loan Notes')
convertible into ordinary shares in the capital of the Company in
accordance with the Convertible Loan Note Instrument dated 28
February 2023 for a total of US$15,875,000 (the 'Convertible
Financing')
(together the 'Fundraising'). The Fundraising is part of the
Project Financing arrangement with Lionhead. The following
directors of the Company participated in the Fundraising:
-- Edward Bowie, Non-Executive Director of the Company &
Chair of the Board of Directors, subscribed for 100,000 ordinary
shares for total gross proceeds of US$4,870 plus CLN with a value
of US$20,000;
-- Andrew Chubb, Non-Executive Director of the Company,
subscribed for CLN with a value of US$20,000; and
-- Robert Monro, Chief Executive Officer & Director of the
Company, subscribed for 206,000 ordinary shares for total gross
proceeds of US$10,032.20 plus CLN with a value of US$30,000.
In accordance with the Term Sheet a total fee of US$567,902.39
was paid to Lionhead in relation to the Fundraising.
The Convertible Loan Note Instrument dated 28 February 2023 sets
out the terms of the CLN, which are principally as follows:
-- Maturity Date: 09 September 2023.
-- Coupon: 0%.
-- Mandatory Conversion: In the event of conclusion of
definitive binding agreements in respect of senior debt and such
agreements being unconditional:
-- on or prior to 11 June 2023, at the lower of (a) US$0.0596
per ordinary share, (b) the market price per ordinary share as at
the date of the Mandatory Conversion and (c) the price of any
equity issuance by the Company in the prior 60 days (excluding
shares issued pursuant to the Company's Share Option Scheme or
pursuant to terms of any other agreement entered into prior to 13
March 2023);
-- after 11 June 2023, at the lower of (a) US$0.0542 per
ordinary share, (b) the market price per ordinary share as at the
date of the Mandatory Conversion and (c) the price of any equity
issuance by the Company in the prior 60 days (excluding shares
issued pursuant to the Company's Share Option Scheme or pursuant to
terms of any other agreement entered into prior to 13 March
2023).
-- Optional Conversion: At the election of the holder at any
time after 11 June 2023, at US$0.0569 per ordinary share.
-- Repayment: Repayable on Maturity Date, if not converted, or
earlier, at the option of the holder, in the case of a (i) a change
of control of the Company (ii) the merger or sale of the Company
(including the sale of substantially all of the assets), at a 5%
premium to the total amount outstanding under the CLN.
-- Net Smelter Royalty: Holders of CLN have proportionate
participation in a Net Smelter Royalty ('NSR') of 1% in respect of
all ores, minerals, metals and materials containing gold mined and
sold or removed from the Sanankoro Gold Project, until 250,000 ozs
of gold has been produced and sold from the Sanankoro Gold Project,
provided that the Company may purchase and terminate the NSR, in
full and not in part, at any time for a value of US$3 million.
-- Other: CLN are issued fully paid in amount and are fully transferable.
Immediately upon closing of the Fundraising on 13 March
2023:
-- the total number of ordinary shares issued was 370,217,718;
-- Brookstone, the Company's largest shareholder, held
103,329,906 ordinary shares (being 27.91% of the total number of
ordinary shares issued and outstanding); and
-- the aggregated shareholdings of the Investors (see Note 15)
were 31.60% of the total number of ordinary shares issued and
outstanding.
On 13 March 2023 the Board granted and approved share options
over 14,350,000 ordinary shares in the capital of the Company
exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
As at the date of these consolidated financial statements the
Company's issued and outstanding capital structure comprised:
-- 370,217,718 ordinary shares;
-- share options over 4,950,000 ordinary shares in the capital
of the Company exercisable at 8.5 pence (British pound sterling)
per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital
of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025;
-- share options over 6,550,000 ordinary shares in the capital
of the Company exercisable at 10.5 pence (British pound sterling)
per ordinary share expiring on 08 December 2026; and
-- share options over 14,350,000 ordinary shares in the capital
of the Company exercisable at 4 pence (British pound sterling) per
ordinary share expiring on 13 March 2028.
In addition, the Company had an unsecured obligation in relation
to issued and outstanding Convertible Loan Notes for a total of
US$15,875,000, being convertible into ordinary shares in accordance
with the Convertible Loan Note Instrument dated 28 February 2023.
These Convertible Loan Notes were issued on 13 March 2023 and have
a maturity date of 09 September 2023.
Cora's primary focus is on further developing Sanankoro and
following a review of projects in 2023 the board of directors
decided to terminate all projects in the Yanfolila Project Area
(southern Mali), being the Farani, Farassaba III, Siékorolé and
Tékélédougou permits. Intangible assets relating to exploration and
evaluation project costs capitalised as at 31 December 2022 and
2021 in respect of such terminated projects were as follows:
2022 2021
US$'000 US$'000
Siékorolé (Yanfolila Project
Area, Mali) 784 760
Tékélédougou (Yanfolila
Project Area, Mali) 513 494
Farassaba III (Yanfolila Project Area,
Mali) 417 393
Farani (Yanfolila Project Area, Mali) 49 37
_______ _______
1,763 1,684
_______ _______
Subsequent to 31 December 2022 an impairment adjustment has been
made in respect of the exploration and evaluation project costs
capitalised to the above terminated projects.
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END
FR ABMJTMTJTBAJ
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May 22, 2023 02:00 ET (06:00 GMT)
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