REG - Cora Gold Limited - Conversion of US$2,278,500 of CLN

Cora GoldAnnouncement

27/02/2024 07:00

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RNS Number : 4994E  Cora Gold Limited  27 February 2024

Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining

 27 February 2024

Cora Gold Limited

('Cora' or 'the Company')

 

Conversion of US$2,278,500 of Convertible Loan Notes

 

Cora Gold Limited, the West African focused gold company, is pleased to
announce that, following a further amendment to the Convertible Loan Note
Instrument dated 28 February 2023, as previously amended in September 2023, by
written resolutions of holders ('Noteholders') of convertible loan notes
('CLN'), certain Noteholders have submitted Voluntary Conversion Notices to
the Company to convert an aggregate amount of US$2,278,500 of CLN for
81,960,427 Ordinary Shares of no par value in the capital of the Company (each
an 'Ordinary Share') at a Voluntary Conversion Price of US$0.0278 per Ordinary
Share (the 'Conversion').

 

Prior to the Conversion, the Noteholders approved the following amendment to
the Convertible Loan Note Instrument dated 28 February 2023, as amended in
September 2023 (see announcement dated 11 September 2023), ('CLNI Amendment'):

●     with effect from the date falling 10 (ten) Business Days prior to
the Final Repayment Date, the "Voluntary Conversion Price" means US$0.0278 per
Ordinary Share.

 

The Conversion of CLN to the value of US$2,278,500 at this time removes the
Company's obligation to repay this amount, plus the 5% repayment premium
thereon, in cash to Noteholders in March 2024. The Company intends to use the
cash obtained through the Conversion to strengthen its working capital
position.

 

The Board of Cora continues to await the lifting of the moratorium on the
issuance of mining permits in Mali and, once this occurs, looks forward to
progressing its application for a mining permit over Cora's flagship Sanankoro
Gold Project.

 

Conversion of Convertible Loan Notes

 

Certain Noteholders, being holders of CLN issued on 13 March 2023, have
submitted Voluntary Conversion Notices to the Company to convert an aggregate
amount of US$2,278,500 of CLN for 81,960,427 Ordinary Shares at a Voluntary
Conversion Price of US$0.0278 per Ordinary Share on 27 February 2024.

 

Immediately post-Conversion, the Company will have an unsecured obligation in
relation to issued and outstanding CLN for a total of US$12,971,500, 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. In the event that any
CLN are not converted on or prior to their maturity date, then such CLN are
repayable at a 5% premium to the total amount outstanding under the CLN.

 

Bert Monro, Chief Executive Officer of Cora, commented, "We continue to be
encouraged by the strong support Cora receives from its shareholders and
stakeholders, and over the coming months we look forward to providing progress
updates on our Sanankoro Gold Project, including submission of the application
for a mining permit once the current national permit moratorium is lifted."

 

Admission and Total Voting Rights

 

As a result of the Conversion, the Company has raised a total of US$2,278,500
through the issue of 81,960,427 new Ordinary Shares (the 'New Shares') to
certain holders of CLN.

 

The Conversion is subject to admission of the New Shares to trading on AIM
('Admission'). Application for Admission will be made, and it is expected that
Admission will become effective and dealing in the New Shares will commence on
or around 12 March 2024. The New Shares will rank pari passu with the existing
Ordinary Shares.

 

Following Admission, the share capital of the Company will be comprised of
452,178,145 Ordinary Shares. The above figure of 452,178,145 may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in Cora under the
Financial Conduct Authority's Disclosure and Transparency Rules.

 

Related party transactions

 

Certain directors of the Company or their connected parties have submitted
Voluntary Conversion Notices to convert the following amounts of CLN for New
Shares:

●     Edward Bowie (Non-Executive Director (Independent) & Chair of
the Board of Directors) - US$3,000 of CLN for 107,913 New Shares. Upon
Admission Edward Bowie will be interested in a total of 733,423 Ordinary
Shares and upon Conversion will be the registered holder of CLN for a total of
US$17,000;

●     Andrew Chubb (Non-Executive Director (Independent)) - US$3,000 of
CLN for 107,913 New Shares. Upon Admission Andrew Chubb will be interested in
a total of 647,439 Ordinary Shares and upon Conversion will be the registered
holder of CLN for a total of US$17,000; and

●     Robert Monro (Chief Executive Officer & Director) - US$4,500
of CLN for 161,870 New Shares. Upon Admission Robert Monro will be interested
in a total of 2,396,766 Ordinary Shares and upon Conversion will be the
registered holder of CLN for a total of US$25,500.

 

Certain existing substantial shareholders of the Company have submitted
Voluntary Conversion Notices to convert the following amounts of CLN for New
Shares:

●     Brookstone Business Inc. ('Brookstone') - US$1,050,000 of CLN for
37,769,784 New Shares. 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 (a Non-Executive Director of Cora), is a potential beneficiary of
The Nodo Trust. Upon Admission, Brookstone will be interested in a total of
141,099,690 Ordinary Shares and upon Conversion will be the registered holder
of CLN for a total of US$5,950,000;

●     Lord Farmer - US$495,000 of CLN for 17,805,755 New Shares. Upon
Admission, Lord Farmer will be interested in a total of 87,036,983 Ordinary
Shares and upon Conversion will be the registered holder of CLN for a total of
US$2,805,000;

●     First Island Trust Company Ltd as Trustee of The Marlborough Trust
- US$360,000 of CLN for 12,949,640 New Shares. The Marlborough Trust is a
discretionary trust with a broad class of potential beneficiaries. Upon
Admission, First Island Trust Company Ltd as Trustee of The Marlborough Trust
will be interested in a total of 25,269,968 Ordinary Shares and upon
Conversion will be the registered holder of CLN for a total of US$2,040,000;
and

●     Maggianda Foundation - US$202,500 of CLN for 7,284,172 New Shares.
Maggianda Foundation is a non-grantor trust of which Jeremy Block is the first
beneficiary. Upon Admission, Maggianda Foundation will be interested in a
total of 23,334,172 Ordinary Shares and upon Conversion will be the registered
holder of CLN for a total of US$1,147,500.

 

The CLNI Amendment agreed by the Company and each of Brookstone, Lord Farmer,
First Island Trust Company Ltd as Trustee of The Marlborough Trust, Maggianda
Foundation, Edward Bowie, Andrew Chubb and Robert Monro (together, the
'Related Parties') constitute related party transactions pursuant to Rule 13
of the AIM Rules for Companies. Cora's independent director for this purpose,
being David Pelham, considers, having consulted with the Company's nominated
adviser, Cavendish Capital Markets Limited, that the terms of the transaction
are fair and reasonable insofar as the Company's shareholders are concerned.

 

Revised shareholdings following Admission

 

On Admission, the revised shareholdings of the following directors and current
significant shareholders will be:

                                                                              Number of Ordinary Shares
                                                                              Current shareholding  New Shares  Shareholding on Admission  Percentage of enlarged issued share capital
 Brookstone Business Inc (a)                                                  103,329,906           37,769,784  141,099,690                31.20%
 Lord Farmer                                                                  69,231,228            17,805,755  87,036,983                 19.25%
 First Island Trust Company Ltd                                               12,320,328            12,949,640  25,269,968                 5.59%

 as Trustee of The Marlborough Trust (b)
 Maggianda Foundation (c)                                                     16,050,000            7,284,172   23,334,172                 5.16%
 Paul Quirk                                                                   13,674,689 (d)        -           13,674,689 (d)             3.02%

 Non-Executive Director
 Robert Monro                                                                 2,234,896             161,870     2,396,766                  0.53%

 Chief Executive Officer & Director
 Edward Bowie                                                                 625,510               107,913     733,423                    0.16%

 Non-Executive Director (Independent) & Chair of the Board of Directors
 Andrew Chubb                                                                 539,526               107,913     647,439                    0.14%

 Non-Executive Director (Independent)

a.     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 (a Non-Executive
Director of Cora), is a potential beneficiary of The Nodo Trust.

b.     A discretionary trust with a broad class of potential
beneficiaries.

c.     A non-grantor trust of which Jeremy Block is the first beneficiary.

d.     Held personally and through 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 is a
potential beneficiary.

 

Persons Discharging Management Responsibility ('PDMR')

 

As a result of the Conversion detailed above, the purchases by persons
discharging management responsibility ('PDMR') under the Market Abuse
Regulation are detailed below.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

  1.   Details of the person discharging managerial responsibilities/person closely
       associated
  a)   Name:                                                         Robert Monro
  2.   Reason for the notification
  a)   Position/status:                                              Chief Executive Officer and Director
  b)   Initial notification/Amendment:                               Initial notification
  3.   Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
  a)   Name:                                                         Cora Gold Limited
  b)   LEI:                                                          213800TW2N9JJYCUDD71
  4.   Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted.
  a)   Description of the financial instrument, type of instrument:  Depositary Interests of no par value

       Identification code:

ISIN: VGG2423W1077
  b)   Nature of the transaction:                                    Conversion of Convertible Loan Notes
  c)   Price(s) and volume(s):

Director/PDMR   Price(s)    Volume(s)
                                                                     Robert Monro   US$0.0278   161,870
  d)   Aggregated information:                                       Single transactions as in 4 c) above

       Aggregated volume:

       Price:
  e)   Date of the transaction:                                      27 February 2024
  f)   Place of the transaction:                                     Outside of a trading venue

 d)

Aggregated information:

Aggregated volume:

Price:

Single transactions as in 4 c) above

 

 e)

Date of the transaction:

27 February 2024

 f)

Place of the transaction:

Outside of a trading venue

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
  a)   Name:                                                         Edward Bowie
  2.   Reason for the notification
  a)   Position/status:                                              Non-Executive Director
  b)   Initial notification/Amendment:                               Initial notification
  3.   Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
  a)   Name:                                                         Cora Gold Limited
  b)   LEI:                                                          213800TW2N9JJYCUDD71
  4.   Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted.
  a)   Description of the financial instrument, type of instrument:  Depositary Interests of no par value

       Identification code:

ISIN: VGG2423W1077
  b)   Nature of the transaction:                                    Conversion of Convertible Loan Notes
  c)   Price(s) and volume(s):

Director/PDMR   Price(s)    Volume(s)
                                                                     Edward Bowie   US$0.0278   107,913
  d)   Aggregated information:                                       Single transactions as in 4 c) above

       Aggregated volume:

       Price:
  e)   Date of the transaction:                                      27 February 2024
  f)   Place of the transaction:                                     Outside of a trading venue

 d)

Aggregated information:

Aggregated volume:

Price:

Single transactions as in 4 c) above

 

 e)

Date of the transaction:

27 February 2024

 f)

Place of the transaction:

Outside of a trading venue

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
  a)   Name:                                                         Andrew Chubb

  2.   Reason for the notification
  a)   Position/status:                                              Non-Executive Director

  b)   Initial notification/Amendment:                               Initial notification
  3.   Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
  a)   Name:                                                         Cora Gold Limited
  b)   LEI:                                                          213800TW2N9JJYCUDD71
  4.   Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted.
  a)   Description of the financial instrument, type of instrument:  Depositary Interests of no par value

       Identification code:

ISIN: VGG2423W1077
  b)   Nature of the transaction:                                    Conversion of Convertible Loan Notes
  c)   Price(s) and volume(s):

Director/PDMR   Price(s)    Volume(s)
                                                                                    US$0.0278   107,913

                                                                     Andrew Chubb

  d)   Aggregated information:                                       Single transactions as in 4 c) above

       Aggregated volume:

       Price:
  e)   Date of the transaction:                                      27 February 2024
  f)   Place of the transaction:                                     Outside of a trading venue

 d)

Aggregated information:

Aggregated volume:

Price:

Single transactions as in 4 c) above

 

 e)

Date of the transaction:

27 February 2024

 f)

Place of the transaction:

Outside of a trading venue

 

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.

 

**ENDS**

 

For further information, please visit http://www.coragold.com
(http://www.coragold.com/) or contact:

 

 Bert Monro        Cora Gold Limited                  info@coragold.com

 Craig Banfield
 Derrick Lee       Cavendish Capital Markets Limited  +44 (0)20 7220 0500

 Pearl Kellie      (Nomad & Broker)
 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.

 

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