TIDMCORA
RNS Number : 4384N
Cora Gold Limited
25 September 2023
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector:
Mining
25 September 2023
Cora Gold Limited
('Cora' or 'the Company')
Interim Results for the Six Months Ended 30 June 2023
Cora Gold Limited, the West African focused gold company, is
pleased to announce its unaudited interim results for the six
months ended 30 June 2023.
Highlights
-- During H1 2023:
-- Closed a fundraising for aggregate investments of over
US$19.8 million (see announcement dated 10 March 2023),
comprising:
-- an Equity Financing through the issue of 80,660,559 ordinary
shares of no par value in the capital of the Company ('Ordinary
Shares') at a price of US$0.0487 per Ordinary Share for total gross
proceeds of US$3,928,169.26; plus
-- a Convertible Financing through the issue of convertible loan
notes ('CLN') convertible into Ordinary Shares for a total of
US$15,875,000.
-- Entered into a mandate letter to appoint Atlantique Finance
to act as sole adviser in the structuring and mobilisation of a
medium-term loan of US$70 million in CFA franc ('XOF') to support
funding the development of Cora's flagship Sanankoro Gold Project
in south Mali (see announcement dated 28 June 2023).
-- As at 30 June 2023, the balance of cash and cash equivalents was over US$18.4 million.
-- Post period end, confirmed the extension of certain
convertible loan rights due to mature on 09 September 2023 and as a
result the CLN issued by the Company on 13 March 2023 have an
extended maturity date of 12 March 2024 (see announcement dated 11
September 2023). As at the date of this announcement, the Company
had an unsecured obligation in relation to issued and outstanding
CLN for a total of US$15,250,000, being convertible into Ordinary
Shares in accordance with the Convertible Loan Note Instrument
dated 28 February 2023 as amended.
Bert Monro, Chief Executive Officer of Cora, commented, "I am
very pleased with the ongoing support received from the Company's
long-term shareholders and holders of CLN. Following the recent
promulgation of a new Mining Code in Mali, we look forward to the
government's lifting of its moratorium on issuing new mining
permits such that we may, in due course, progress application for a
mining permit over Cora's flagship Sanankoro Gold Project. In
addition, we look forward to providing progress updates on the
funding of the Sanankoro Gold Project following the appointment of
Atlantique Finance to act as sole adviser in the structuring and
mobilisation of a medium-term loan of US$70 million to support
funding the development of the project."
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 announcement.
For further information, please visit http://www.coragold.com or
contact:
Bert Monro Cora Gold Limited info@coragold.com
Craig Banfield
Cavendish Capital Markets
Derrick Lee Limited
Charlie Beeson (Nomad & Broker) +44 (0)20 7220 0500
---------------------------- ---------------------
Susie Geliher St Brides Partners pr@coragold.com
Isabelle Morris (Financial PR)
Isabel de Salis
---------------------------- ---------------------
Notes
Cora is a West African gold developer with de-risked project
areas within two known gold belts in Mali and Senegal. 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, south 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$997/oz.
Consolidated Statement of Financial Position
As at 30 June 2023 and 2022, and 31 December 2022
All amounts stated in thousands of United States dollar
30 June 30 June 31 December
2023 2022 2022
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Non-current assets
Intangible assets 3 23,049 23,954 23,826
________ ________ ________
Current assets
Trade and other receivables 4 51 143 91
Cash and cash equivalents 5 18,494 2,022 461
________ ________ ________
18,545 2,165 552
________ ________ ________
Total assets 41,594 26,119 24,378
________ ________ ________
Current liabilities
Trade and other payables 6 (263) (407) (193)
Convertible loan notes 7 (16,360) - -
________ ________ ________
Total liabilities (16,623) (407) (193)
________ ________ ________
Net current assets 1,922 1,758 359
________ ________ ________
Net assets 24,971 25,712 24,185
________ ________ ________
Equity and reserves
Share capital 8 31,541 28,202 28,202
Retained deficit (6,570) (2,490) (4,017)
________ ________ ________
Total equity 24,971 25,712 24,185
________ ________ ________
The notes form an integral part of the Condensed Consolidated
Financial Statements.
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023 and 2022, and the year
ended 31 December 2022
All amounts stated in thousands of United States dollar (unless
otherwise stated)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Expenses
Overhead costs (593) (951) (1,502)
Finance costs (485) - -
Impairment of intangible assets 3 (1,777) (3) (1,012)
________ ________ ________
(2,855) (954) (2,514)
________ ________ ________
Other income
Interest income 243 - -
________ ________ ________
243 - -
________ ________ ________
Loss before income tax (2,612) (954) (2,514)
Income tax - - -
________ ________ ________
Loss for the period (2,612) (954) (2,514)
Other comprehensive income - - -
________ ________ ________
Total comprehensive loss for the (2,612) (954) (2,514)
period ________ ________ ________
Earnings per share from continuing
operations attributable to owners
of the parent
Basic and fully diluted earnings
per share 2 (0.0077) (0.0033) (0.0087)
(United States dollar) ________ ________ ________
The notes form an integral part of the Condensed Consolidated
Financial Statements.
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 and 2022, and the year
ended 31 December 2022
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the year - (2,514) (2,514)
________ ________ ________
Total comprehensive loss for the - (2,514) (2,514)
year ________ ________ ________
Share based payments - share options - 111 111
________ ________ ________
Total transactions with owners,
recognised directly in equity - 111 111
________ ________ ________
As at 31 December 2022 28,202 (4,017) 24,185
________ ________ ________
Unaudited
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the period - (954) (954)
________ ________ ________
Total comprehensive loss for - (954) (954)
the period ________ ________ ________
Share based payments - share - 78 78
options ________ ________ ________
Total transactions with owners,
recognised directly in equity - 78 78
________ ________ ________
As at 30 June 2022 Unaudited 28,202 (2,490) 25,712
________ ________ ________
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
Unaudited
As at 01 January 2023 28,202 (4,017) 24,185
________ ________ ________
Loss for the period - (2,612) (2,612)
________ ________ ________
Total comprehensive loss for the - (2,612) (2,612)
period ________ ________ ________
Proceeds from shares issued 3,928 - 3,928
Issue costs (589) - (589)
Share based payments - share options - 59 59
________ ________ ________
Total transactions with owners,
recognised directly in equity 3,339 59 3,398
________ ________ ________
As at 30 June 2023 Unaudited 31,541 (6,570) 24,971
________ ________ ________
The notes form an integral part of the Condensed Consolidated
Financial Statements.
Consolidated Statement of Cash Flows
For the six months ended 30 June 2023 and 2022, and the year
ended 31 December 2022
All amounts stated in thousands of United States dollar
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Cash flows from operating activities
Loss for the period (2,612) (954) (2,514)
Adjustments for:
Share based payments - share options 59 78 111
Finance costs 485 - -
Impairment of intangible assets 3 1,777 3 1,012
Decrease in trade and other receivables 40 65 117
Increase / (decrease) in trade and 70 (163) (377)
other payables ________ ________ ________
Net cash used in operating activities (181) (971) (1,651)
________ ________ ________
Cash flows from investing activities
Additions to intangible assets 3 (1,000) (2,383) (3,264)
________ ________ ________
Net cash used in investing activities (1,000) (2,383) (3,264)
________ ________ ________
Cash flows from financing activities
Proceeds from convertible loan notes
issued 7 15,875 - -
Proceeds from shares issued 8 3,928 - -
Issue costs 8 (589) - -
________ ________ ________
Net cash generated from financing 19,214 - -
activities ________ ________ ________
Net increase / (decrease) in cash
and cash equivalents 18,033 (3,354) (4,915)
Cash and cash equivalents at beginning 5 461 5,376 5,376
of period ________ ________ ________
Cash and cash equivalents at end of 5 18,494 2,022 461
period ________ ________ ________
The notes form an integral part of the Condensed Consolidated
Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2023 and 2022, and 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.
The condensed consolidated interim financial statements of the
Group for the six months ended 30 June 2023 comprise the results of
the Group and have been prepared in accordance with AIM Rules for
Companies. As permitted, the Company has chosen not to adopt IAS 34
'Interim Financial Reporting' in preparing these interim financial
statements.
The condensed consolidated interim financial statements for the
period 01 January to 30 June 2023 are unaudited. In the opinion of
the directors the condensed consolidated interim financial
statements for the period present fairly the financial position,
and results from operations and cash flows for the period in
conformity with generally accepted accounting principles
consistently applied. The condensed consolidated interim financial
statements incorporate unaudited comparative figures for the
interim period 01 January to 30 June 2022 and extracts from the
audited consolidated financial statements for the year ended 31
December 2022.
The interim report has not been audited or reviewed by the
Company's auditor.
With the exception of the accounting policy set out below
regarding convertible loan notes and related accounting judgements,
the key risks and uncertainties and critical accounting estimates
remain unchanged from 31 December 2022 and the accounting policies
adopted are consistent with those used in the preparation of its
financial statements for the year ended 31 December 2022.
Accounting policy - convertible loan notes
The convertible loan notes, convertible into ordinary shares in
the capital of the Company, issued during the six months ended 30
June 2023 are not for a fixed number of ordinary shares and in the
event that they are not converted then repayment is in cash. In
accordance with IAS 32 'Financial Instruments: Presentation' the
Company's convertible loan notes are classified as financial
liability instruments. Proceeds from the issue of convertible loan
notes are recognised as debt until such time as they are converted
either at the election of the holder or when certain preconditions
are satisfied when they become recognised as equity. See Note 7 for
further details regarding the convertible loan notes.
As at 30 June 2023 and 2022, and 31 December 2022 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$1
million; and
-- Cora Resources Mali SARL (registered in the Republic of Mali;
the address of its registered office is Rue 841 Porte 202, Faladie
SEMA, BP 366, Bamako, Republic of Mali) was a wholly owned
subsidiary of Sankarani Ressources SARL.
2. Earnings per share
The calculation of the basic and fully diluted earnings per
share attributable to the equity shareholders is based on the
following data:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Net loss attributable to equity shareholders (2,612) (954) (2,514)
_______ _______ _______
Weighted average number of shares for
the purpose of 338,577 289,557 289,557
basic and fully diluted earnings per _______ _______ _______
share (000's)
Basic and fully diluted earnings per
share (0.0077) (0.0033) (0.0087)
(United States dollar) _______ _______ _______
As at 30 June 2023, 2022 and 31 December 2022 the Company's
issued and outstanding capital structure comprised a number of
ordinary shares and share options (see Note 8).
3. Intangible assets
Intangible assets relate to exploration and evaluation project
costs capitalised as at 30 June 2023 and 2022, and 31 December
2022, less impairment.
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
As at 01 January 23,826 21,574 21,574
Additions 1,000 2,383 3,264
Impairment (1,777) (3) (1,012)
_______ _______ _______
As at period end 23,049 23,954 23,826
_______ _______ _______
Additions to project costs during the six months ended 30 June
2023 and 2022, and the year ended 31 December 2022 were in the
following geographical areas:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Mali 984 2,376 3,256
Senegal 16 7 8
_______ _______ _______
Additions to project costs 1,000 2,383 3,264
_______ _______ _______
Impairment of project costs during the six months ended 30 June
2023 and 2022, and the year ended 31 December 2022 relate to the
following terminated projects:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Siékorolé (Yanfolila Project
Area, Mali) 791 - -
Tékélédougou (Yanfolila
Project Area, Mali) 514 - -
Farassaba II (Yanfolila Project Area,
Mali) 414 - -
Farani (Yanfolila Project Area, Mali) 53 - -
Tagan (Yanfolila Project Area, Mali) 5 - 891
Winza (Yanfolila Project Area, Mali) - 2 5
Kakadian (Kenieba Project Area, Mali
/ Senegal) - 1 -
Satifara Sud (Kenieba Project Area, - - 116
Mali / Senegal) _______ _______ _______
Impairment of project costs 1,777 3 1,012
_______ _______ _______
Cora's primary focus is on further developing the Sanankoro Gold
Project in Mali and following a review of projects in 2023 the
board of directors decided to terminate all projects in the
Yanfolila Project Area (Mali), being the Farani, Farassaba III,
Siékorolé and Tékélédougou permits. In previous periods, other
projects which were terminated were considered by the directors to
be no longer prospective.
Project costs capitalised as at 30 June 2023 and 2022, and 31
December 2022 related to the following geographical areas:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Mali 22,525 23,447 23,318
Senegal 524 507 508
_______ _______ _______
As at period end 23,049 23,954 23,826
_______ _______ _______
4. Trade and other receivables
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Other receivables - 107 -
Prepayments and accrued income 51 36 91
_______ _______ _______
51 143 91
_______ _______ _______
5. Cash and cash equivalents
Cash and cash equivalents held as at 30 June 2023 and 2022, and
31 December 2022 were in the following currencies:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
United States dollar (US$) 18,371 7 5
British pound sterling (GBPGBP) 77 1,800 421
CFA franc (XOF) 45 214 34
Euro (EUREUR) 1 1 1
_______ _______ _______
18,494 2,022 461
_______ _______ _______
6. Trade and other payables
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Trade payables 170 215 58
Other payables - 34 30
Accruals 93 158 105
_______ _______ _______
263 407 193
_______ _______ _______
7. Convertible loan notes
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Convertible loan notes 16,360 - -
_______ _______ _______
16,360 - -
_______ _______ _______
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 (see Note 8); 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
(together the 'Fundraising'). Certain directors of the Company
participated in this Fundraising.
As at 30 June 2023 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. In the event
that any Convertible Loan Notes are not converted on or prior to
their maturity date then such Convertible Loan Notes are repayable
at a 5% premium to the total amount outstanding under the CLN. As
at 30 June 2023 finance costs of US$485,000 have been accrued in
respect of the 5% premium.
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 for the
Sanankoro Gold Project 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).
-- Voluntary 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.
-- Other: CLN are issued fully paid in amount and are fully transferable.
In addition, holders of CLN issued on 13 March 2023 were granted
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.
Prior to the maturity date of 09 September 2023 for the
Convertible Loan Notes issued on 13 March 2023 for a total of
US$15,875,000, the holders of CLN approved amendments to the
Convertible Loan Note Instrument dated 28 February 2023 (see Note
12).
8. Share capital
The Company is authorised to issue an unlimited number of no par
value shares of a single class.
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 six months ended 30 June 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.
As at 30 June 2022 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 6,550,000 ordinary shares in the capital
of the Company exercisable at 10.5 pence (British pound sterling)
per ordinary share expiring on 08 December 2026.
During the six months ended 31 December 2022:
-- 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.
During the six months ended 30 June 2023:
-- 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; and
-- 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
(see Note 7)
(together the 'Fundraising'). Certain directors of the Company
participated in this Fundraising.
-- the board of directors 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 30 June 2023 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$15,875,000 (see Note 7).
Movements in capital during the six months ended 30 June 2023
and 2022, and the year ended 31 December 2022 were as follows:
Share options
over number of ordinary shares
(exercise price per ordinary share;
expiring date)
Number 16.5 pence; 8.5 pence; 10 pence; 10.5 pence; 4 pence;
of ordinary 18 December 09 October 12 October 08 December 13 March Proceeds
shares 2022 2023 2025 2026 2028 US$'000
As at 01 January
2022 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 - 28,202
Cancellation of - - - - (100,000) - -
share options __________ _________ _________ _________ _________ _________ _______
As at 30 June 2022
Unaudited 289,557,159 1,225,000 4,950,000 4,600,000 6,550,000 - 28,802
Expiry of share - (1,225,000) - - - - -
options __________ _________ _________ _________ _________ _________ _______
As at 31 December
2022 289,557,159 - 4,950,000 4,600,000 6,550,000 - 28,202
Subscription 80,660,559 - - - - - 3,928
Issue costs - - - - - - (589)
Granting of share - - - - - 14,350,000 -
options __________ _________ _________ _________ _________ _________ _______
As at 30 June 2023 370,217,718 - 4,950,000 4,600,000 6,550,000 14,350,000 31,541
Unaudited __________ _________ _________ _________ _________ _________ _______
9. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 30 June 2023 the Company's largest shareholder was
Brookstone Business Inc ('Brookstone') which held 103,329,906
ordinary shares, being 27.91% 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 and Paul Quirk
(Non-Executive Director of the Company) (collectively the
'Investors'; as at 30 June 2023 their aggregated shareholdings
being 31.60% of the total number of ordinary shares issued and
outstanding) have 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. Key Ventures
Holding Ltd 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.
10. 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.
11. Capital commitments
During 2020 and 2021 the Company entered into contracts with a
number of contractors in respect of a Definitive Feasibility Study
('DFS') for the Sanankoro Gold Project. Total estimated costs in
respect of the DFS contractors were approximately US$2,067,000. As
at 30 June 2022, under the terms of the contracts, the Company had
incurred costs of approximately US$1,990,000. The DFS was completed
in 2022.
12. Events after the reporting date
Prior to the maturity date of 09 September 2023 for the
Convertible Loan Notes issued on 13 March 2023 for a total of
US$15,875,000, the holders of CLN approved amendments to the
Convertible Loan Note Instrument dated 28 February 2023 (see Note
7). These amendments resulted in the following principal changes to
the terms of the CLN:
-- Maturity Date: 12 March 2024.
-- Mandatory Conversion: In the event of conclusion of
definitive binding agreements in respect of senior debt for the
Sanankoro Gold Project and such agreements being unconditional:
-- after 09 September 2023, at the lower of (a) US$0.0487 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).
-- Voluntary Conversion: At the election of the holder at any
time after 09 September 2023, at US$0.0487 per ordinary share.
-- Early Repayment: prior to 09 September 2023, holders of CLN
may elect to request the early repayment of outstanding CLN which
shall be redeemed by the Company for par value of the principal
amount of the CLN plus 5% of the principal amount of the CLN.
The other terms of the CLN, including Coupon and Repayment,
remain unchanged.
Following the above amendments to the Convertible Loan Note
Instrument dated 28 February 2023 certain holders of CLN requested
the early repayment of outstanding CLN for a total principal amount
of US$625,000 plus 5% premium. Accordingly, as at the date of these
condensed consolidated interim financial statements, the Company
had an unsecured obligation in relation to issued and outstanding
CLN for a total of US$15,250,000, being convertible into ordinary
shares in accordance with the Convertible Loan Note Instrument
dated 28 February 2023 as amended. These CLN were issued on 13
March 2023 and have a maturity date of 12 March 2024.
13. Approval of condensed consolidated interim financial statements
The condensed consolidated interim financial statements were
approved and authorised for issue by the board of directors of Cora
Gold Limited on 22 September 2023.
**ENDS**
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September 25, 2023 02:00 ET (06:00 GMT)
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