REG - Cora Gold Limited - Final Results and Notice of AGM
16/05/2022 07:00
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RNS Number : 5199L Cora Gold Limited 16 May 2022
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
16 May 2022
Cora Gold Limited ('Cora' or the 'Company')
2021 Final Results
and
Notice of AGM
Cora Gold Limited, the West African focused gold company, is pleased to
announce its final audited results for the year ended 31 December 2021.
Highlights
● At the start of the year, a series of gold discoveries from
satellite imagery and surface prospecting programmes identified new surface
workings at Selin, currently the largest deposit at its flagship Sanankoro
Gold Project ('Sanankoro' or the 'Project') in southern Mali. Following this,
Cora's single most extensive drilling programme commenced and continued to
advance during Q2 and Q3 2021.
● In March 2021, the Company awarded an initial 22,000 metres contract
for reverse circulation and diamond core drilling at Sanankoro, and began
drilling with an expectation of drilling up to 35,000m by July 2021,
representing almost double the total amount of the drilling on Sanankoro over
the previous two years. This drill programme had a dual focus of targeting
resource growth as well as infill drilling to convert existing Inferred
resources to Indicated.
● In April 2021, Cora received maiden results from the drilling
campaign. These were extremely encouraging and included 34m at 1.98 g/t gold
('Au') from 13m depth and 52m at 1.78 g/t Au from 20m depth, highlighting the
significant potential of Selin.
● In June 2021, Cora raised £3.13 million through a subscription for
40,425,000 ordinary shares.
● By July 2021, the sixth set of drill results from the drilling
programme at Sanankoro had been received, including the most significant
result Cora has ever recorded of 19m at 31.56 g/t Au, offering greater upside
and confirming Sanankoro's potential to become a world class project.
● In September 2021, a team of highly experienced consultants and
contractors, led by SENET of South Africa, were appointed to run a Definitive
Feasibility Study for the Sanankoro Gold Project (the 'DFS'). Since then, all
of the consultants and contractors have completed site visits and many work
streams have already been successfully advanced, and a number concluded. Test
work samples are being analysed, geophysics work has been conducted, planned
drilling programmes have been completed, and site layout has been developed.
● Sanankoro's future development is well supported by the new US$25
million Mandate and Term Sheet ('Term Sheet') with Lionhead Capital Advisors
Proprietary Limited ('Lionhead'), which was agreed in September 2021. This
expanded upon and replaced a previous term sheet with Lionhead for US$21
million, thus demonstrating Lionhead's continued support and confidence in
Sanankoro. The Term Sheet significantly de-risks Sanankoro and future project
financing.
● In October 2021, the drilling programme at Sanankoro was concluded
for a total of c.43,000m. The programme returned consistently impressive
results at a high grade in general shallow oxide ore, with 15 holes of +100
gram-metres. In addition, the depth of oxidisation was extended to greater
than 190m vertical depth pointing to potential positive implications for
future mining at Sanankoro.
● In November 2021, an updated Mineral Resource Estimate ('MRE';
prepared by CSA Global (UK) Limited) increased total resources for the
Sanankoro Gold Project by +200% from the maiden MRE of December 2019. The
updated MRE delineated a pit constrained resource of 21.9 million tonnes
('Mt') at 1.15 g/t Au for a total of 809.3 thousand ounces ('koz') of gold.
This surpassed Cora's expectations from the commencement of the drill
programme and represented a major step forward.
● In December 2021, Cora ended the year on a strong note financially
having raised £4.25 million through a placing and subscription for 42,500,000
ordinary shares.
● Post-period end, a +7,500m drill programme has been completed at
Sanankoro with dual focus on converting existing resources from Inferred to
Indicated category as well as targeting the discovery of new Inferred
resources. The first set of assay results have been released with more to
follow imminently
Bert Monro, CEO of Cora, commented, "2021 was a year of strong progress for
Cora, with significant Resource growth at Sanankoro and very well supported
capital raises as we look beyond the DFS. With these milestone foundations
in place, 2022 is expected to be just as formative as we focus on mine
development, with the DFS nearing completion to determine the optimum route
for production.
"Post-period end, during Q1 2022, Cora started a +7,500m drill programme at
Sanankoro focused on enhancing the current MRE of 809.3 koz at 1.15 g/t Au.
This drilling was completed in April 2022. On 09 May 2022, we announced the
first of these results showing a number of shallow oxide intercepts, including
25m at 2.38 g/t Au, plus the identification of two new gold discoveries, Fode
1 and Target 6, both in close proximity to existing Mineral Resources. We
look forward to sharing further results from the 2022 drill programme as we
receive them.
"Cora is well placed to continue to discover and define economic gold and add
shareholder value as we near the completion of the Sanankoro DFS. I would like
to thank Cora's shareholders for their continued strong support during this
exciting period, as demonstrated by their participation in the Company's two
fundraises in 2021. 2021 was a landmark year for the Company and I am certain
Cora will make further significant progress during 2022 and beyond."
Annual General Meeting
NOTICE IS HEREBY GIVEN of the 2022 Annual General Meeting (the 'AGM') of Cora
to be held at 12.00 p.m. (United Kingdom time) on 21 June 2022 which can be
attended as set out below.
Due to the ongoing impact of the COVID-19 pandemic and in the interest of
allowing as many shareholders as possible to attend, the AGM will take place
online. There are two ways in which attendees may join the AGM:
Option 1 By dial in. Use one of the telephone numbers and Meeting ID
set out below:
● telephone number: +44 (0)203 481 5237
+44 (0)131 460 1196
+44 (0)330 088 5830
● Meeting ID: 867 8605 4314 #
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 speakers and, if required, microphone capability in order to be able
to speak. Use the hyperlink set out below:
● hyperlink:
https://us02web.zoom.us/j/86786054314 (https://us02web.zoom.us/j/86786054314)
The Company's board of directors 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 can be downloaded via the
Company's website at www.coragold.com/category/company-reports
(http://www.coragold.com/category/company-reports) .
The Company's Annual Report and Financial Statements for the year ended 31
December 2021, including the notice of AGM, will be posted to shareholders
today and will be available thereafter on the Company's website
http://www.coragold.com (http://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 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 (mailto:info@coragold.com)
Craig Banfield
Christopher Raggett finnCap Ltd +44 (0)20 7220 0500
Charlie Beeson Nomad & Joint Broker
Andy Thacker Turner Pope Investments +44 (0)20 3657 0050
James Pope Joint Broker
Susie Geliher St Brides Partners pr@coragold.com (mailto:pr@coragold.com)
Selina Lovell Financial PR
Notes
Cora is an emerging West African gold developer with three principal de-risked
project areas within two known gold belts in Mali and Senegal covering c.1,000
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, where Cora hopes to commence construction of an open pit oxide
focussed gold mine in 2022. An updated mineral resource estimate on the
Project was published in November 2021 which increased the Resources by over
200% (from the 2019 Maiden resource) to 809,300oz Au. A Definitive Feasibility
Study is expected to be completed in H1 2022.
Chairman'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 2021.
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' or 'Sanankoro
Gold Project') in the Yanfolila Gold Belt, in addition to multiple, high
potential, drill ready gold targets within its broader portfolio. 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 Sanankoro,
which the Company believes has the potential for a standalone mine
development.
2021 has been an excellent year for Cora as we continue to transition from
explorer to developer. A number of key milestones were met during the course
of the year, some of which are summarised below. We have a highly experienced
and dedicated team to thank for this progress, and personally I am delighted
to see the results of their tireless efforts come to fruition in such a
positive way. With a number of field programmes ongoing, this momentum will
continue through into 2022 as we advance the flagship Sanankoro Gold Project
towards construction.
Sanankoro Gold Project
● At the start of the year, a series of gold discoveries from
satellite imagery and surface prospecting programmes identified new surface
workings at Selin, currently the largest deposit at Sanankoro. Following this,
Cora's single most extensive drilling programme commenced and continued to
advance during Q2 and Q3 2021.
● In March 2021, the Company awarded an initial 22,000m contract for
reverse circulation and diamond core drilling at Sanankoro, and began drilling
with an expectation of drilling up to 35,000m by July 2021, representing
almost double the total amount of the drilling over the previous two years.
This drill programme had a dual focus of targeting resource growth as well as
infill drilling to convert existing Inferred resources to Indicated.
● In April 2021, Cora received maiden results from the drilling
campaign. These were extremely encouraging and included 34m at 1.98 g/t Au
from 13m depth and 52m at 1.78 g/t Au from 20 metres depth, highlighting the
significant potential of Selin.
● By July 2021, the sixth set of drill results from the drilling
programme at Sanankoro had been received, including the most significant
result Cora has ever recorded of 19m at 31.56 g/t Au, offering greater upside
and confirming Sanankoro's potential to become a world class project.
● In October 2021, the drilling programme at Sanankoro was concluded
for a total of c.43,000m. The programme returned consistently impressive
results at a high grade in general shallow oxide ore, with 15 holes of +100
gram-metres. In addition the depth of oxidisation was extended to greater than
190m vertical depth pointing to potential positive implications for future
mining at Sanankoro.
● In November 2021, an updated Mineral Resource Estimate ('MRE';
prepared by CSA Global (UK) Limited) increased total resources for the
Sanankoro Gold Project by +200% from the maiden MRE of December 2019. The
updated MRE delineated a pit constrained resource of 21.9 million tonnes
('Mt') at 1.15 g/t Au for a total of 809.3 thousand ounces ('koz') of gold.
This surpassed Cora's expectations from the commencement of the drill
programme and represented a major step forward.
Definitive Feasibility Study
● The next step in Sanankoro's development is the Definitive
Feasibility Study ('DFS'), which is already progressing at pace and expected
to be completed shortly. Reinforced by the recently updated MRE, the DFS has a
strong foundation supporting Cora's strategy to deliver free-digging open pit
oxide-focused ounces.
● In September 2021, a team of highly experienced consultants
and contractors, led by SENET of South Africa, were appointed to run the DFS.
Since then, all of the consultants and contractors have completed site visits
and many work streams have already been successfully advanced, and a number
concluded. Test work samples are being analysed, geophysics work has been
conducted, planned drilling programmes have been completed, and site layout
has been developed to include a process plant and Tailings Storage Facility
locations.
● The DFS is aimed at outlining the optimum route for
Sanankoro's development into a new gold mine, building on its strong
fundamentals as highlighted in 2020's Scoping Study.
● During Q1 2022, in relation to the DFS, Cora announced that:
● all hydrogeological and geotechnical drilling, associated pump
testing and geotechnical test pits have been completed
● all field-based sampling work is now complete and final
samples have been dispatched to the relevant laboratories
● metallurgical test work is ongoing
● all major procurement packages have been sent to suppliers for
costing
● site lay-out has been finalised, including locations of the
plant, tailings storage facility and camp accommodation
● the Environmental and Social Impact Assessment remains on
target for completion in H1 2022
● With the above workstreams nearing completion, the attention
of the DFS has now turned to optimisations to ensure that the project delivers
maximum value and all routes to production are duly considered.
Funding
● Sanankoro's future development is well supported by the new US$25
million Mandate and Term Sheet ('Term Sheet') with Lionhead Capital Advisors
Proprietary Limited ('Lionhead'), which was agreed in September 2021. This
expanded upon and replaced a previous term sheet with Lionhead for US$21
million, thus demonstrating Lionhead's continued support and confidence in
Sanankoro. In light of the very positive 2021 drilling results, we are now
looking towards an increased focus on a conventional gravity/carbon-in-leach
('CIL') processing route, which will allow for higher recoveries and enable
the development of a larger and longer life gold mine with improved economics.
With this in mind, the Term Sheet significantly de-risks Sanankoro and future
project financing.
● In June 2021 Cora raised £3.13 million through a subscription for
40,425,000 ordinary shares and then in December 2021 ended the year on a
strong note financially having raised £4.25 million through a placing and
subscription for 42,500,000 ordinary shares. This further demonstrates the
continued strong support from Cora's existing shareholders and new investors
during this exciting period.
Other Permits
Although Sanankoro is indeed Cora's flagship asset, in 2021 we also made
encouraging progress on a number of the Group's other permits. In particular,
the Yanfolila Project Area ('Yanfolila'), which encompasses five permits on
the Yanfolila Gold Belt in southern Mali and is located 8 km from Hummingbird
Resources plc's (AIM:HUM) Yanfolila Gold Mine, saw some promising advances in
2021:
● Drill results were received at the start of 2021 from the
Tagan Permit, following up from a small rotary air blast programme drilled in
2019, including 9 metres at 1.23 g/t Au and 24 metres at 0.51 g/t Au.
● In 2021, Cora entered into a joint venture agreement over the
Farani Permit, a 62 sq km area adjacent to the Tagan Permit and with active
exploration underway. Cora will earn up to 95% interest in the Farani Permit
over the next six years and, more importantly, this strengthens the Company's
footprint in southern Mali as a leading exploration permit holder.
Outlook for 2022
2022 is already busy for Cora as we move forward with Sanankoro's DFS and all
routes to production are considered.
During Q1 2022, Cora announced the start of a planned 7,500 metres drill
programme at Sanankoro focused on enhancing the current MRE of 809.3 koz at
1.15 g/t Au. This drilling was completed in April 2022 and the results are
being released as they are received. These results are anticipated to form the
basis of an updated MRE in H2 2022.
Cora is well placed to continue to discover and define economic gold and add
shareholder value. We are very much looking forward to 2022, with a busy
schedule of work programmes planned once again. We are confident that positive
news flow will be generated throughout the coming months. I would like to take
this opportunity to thank the Cora team for their hard work and thank Cora's
shareholders for their continued support. 2021 was a positive year for the
Company and I am confident Cora will make further significant progress during
2022 and beyond.
Edward Bowie
Non-Executive Director and Chairman
13 May 2022
Consolidated Statement of Financial Position
as at 31 December 2021
All amounts stated in thousands of United States dollar
2021 2020
Note(s) US$'000 US$'000
Non-current assets
Intangible assets 9 21,574 13,665
________ ________
Current assets
Trade and other receivables 10 208 59
Cash and cash equivalents 11 5,376 4,514
________ ________
5,584 4,573
________ ________
Total assets 27,158 18,238
________ ________
Current liabilities
Trade and other payables 12 (570) (216)
________ ________
Total liabilities (570) (216)
________ ________
Net current assets 5,014 4,357
________ ________
Net assets 26,588 18,022
________ ________
Equity and reserves
Share capital 14 28,202 18,118
Retained deficit (1,614) (96)
________ ________
Total equity 26,588 18,022
________ ________
The consolidated financial statements were approved and authorised for issue
by the board of directors of Cora Gold Limited on 13 May 2022 and were signed
on its behalf by
Robert Monro
Chief Executive Officer and Director
13 May 2022
The notes form an integral part of the Consolidated Financial Statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2021
All amounts stated in thousands of United States dollar (unless otherwise
stated)
2021 2020
Note(s) US$'000 US$'000
Overhead costs 6 (1,296) (727)
Impairment of intangible assets 9 (466) -
________ ________
Loss before income tax (1,762) (727)
Income tax 7 - -
________ ________
Loss for the year (1,762) (727)
Other comprehensive income - -
________ ________
Total comprehensive loss for the year (1,762) (727)
________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic earnings per share
(United States dollar) 8 (0.0076) (0.0041)
________ ________
Fully diluted earnings per share
(United States dollar) 8 (0.0076) (0.0041)
________ ________
The notes form an integral part of the Consolidated Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
All amounts stated in thousands of United States dollar
Retained
Share (deficit) / Total
capital earnings equity
US$'000 US$'000 US$'000
As at 01 January 2020 12,675 493 13,168
________ ________ ________
Loss for the year - (727) (727)
________ ________ ________
Total comprehensive loss for the year - (727) (727)
________ ________ ________
Proceeds from shares issued 3,554 - 3,554
Issue costs (22) - (22)
Proceeds from warrants exercised 1,911 - 1,911
Share based payments - share options - 138 138
________ ________ ________
Total transactions with owners, recognised directly in equity
5,443 138 5,581
________ ________ ________
As at 31 December 2020 18,118 (96) 18,022
________ ________ ________
As at 01 January 2021 18,118 (96) 18,022
________ ________ ________
Loss for the year - (1,762) (1,762)
________ ________ ________
Total comprehensive loss for the year - (1,762) (1,762)
________ ________ ________
Proceeds from shares issued 10,063 - 10,063
Issue costs (126) - (126)
Proceeds from share options exercised 147 - 147
Share based payments - share options - 244 244
________ ________ ________
Total transactions with owners, recognised directly in equity
10,084 244 10,328
________ ________ ________
As at 31 December 2021 28,202 (1,614) 26,588
________ ________ ________
The notes form an integral part of the Consolidated Financial Statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
All amounts stated in thousands of United States dollar
2021 2020
Note(s) US$'000 US$'000
Cash flows from operating activities
Loss for the year (1,762) (727)
Adjustments for:
Share based payments - share options 244 138
Impairment of intangible assets 9 466 -
(Increase) / decrease in trade and other receivables (149) 127
Increase / (decrease) in trade and other payables 354 (179)
________ ________
Net cash used in operating activities (847) (641)
________ ________
Cash flows from investing activities
Additions to intangible assets (8,375) (2,346)
________ ________
Net cash used in investing activities (8,375) (2,346)
________ ________
Cash flows from financing activities
Proceeds from shares issued 14 10,063 5,465
Issue costs 14 (126) (22)
Proceeds from share options exercised 147 -
________ ________
Net cash generated from financing activities 10,084 5,443
________ ________
Net increase in cash and cash equivalents 862 2,456
Cash and cash equivalents at beginning of year 11 4,514 2,058
________ ________
Cash and cash equivalents at end of year 11 5,376 4,514
________ ________
The notes form an integral part of the Consolidated Financial Statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
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 IFRSs 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 2021
No new standards and amendments to standards and interpretations were
effective for the financial period beginning on or after 01 January 2021.
(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 2022 but have not been early adopted by the
Group or Company and could have impact on the Group and Company financial
statements:
Standard Impact on initial application Effective date
IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current 01 January 2023
or Non-current and Amendments to IAS 1: Classification of Liabilities as
Current or Non-current - Deferral of Effective Date
IFRS 3 Business Combinations - Reference to the Conceptual Framework 01 January 2022
IAS 16 (Amendments) Property, Plant and Equipment 01 January 2022
IAS 37 Provisions, Contingent Liabilities and Contingent Assets 01 January 2022
Annual Improvements to IFRS Standards 2018-2020 Cycle 01 January 2022
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 2021 and 2020 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); and
● a 95% shareholding in Sankarani Ressources SARL (the address of its
registered office is Rue 841 Porte 202, Faladiè SEMA, BP 366, Bamako,
Republic of Mali);
and Cora Resources Mali SARL (registered in the Republic of Mali; the address
of its registered office is Rue 841 Porte 202, Faladiè SEMA, BP 366, Bamako,
Republic of Mali) was a wholly owned subsidiary of Sankarani Ressources SARL.
The remaining 5% of Sankarani Ressources SARL can be purchased from a third
party for US$1 million.
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
Given the ongoing uncertainties created by the current COVID-19 pandemic the
directors will continue to monitor its impact on the Group's activities and
financial resources.
The financial statements have been prepared on a going concern basis. The
directors have prepared cash flow forecasts for the period ending 30 June
2023. The forecasts include the costs of progressing the Group's projects, and
the corporate and operational overheads of the Group. The forecasts
demonstrate that the Group will require additional funds during the going
concern period in order to undertake all the planned exploration and
evaluation activities. 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. Any delays in the timing and / or quantum of raising additional
funds can be accommodated by deferring discretionary exploration and
evaluation 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 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 of directors.
(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 of directors.
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 of directors. 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 2020
Overhead costs 703 24 727
Impairment of intangible assets - - -
_______ _______ _______
Loss from operations per reportable segment 703 24 727
_______ _______ _______
As at 31 December 2020
Reportable segment assets 4,522 13,716 18,238
Reportable segment liabilities (87) (129) (216)
_______ _______ _______
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2021
Overhead costs 1,288 8 1,296
Impairment of intangible assets - 466 466
_______ _______ _______
Loss from operations per reportable segment 1,288 474 1,762
_______ _______ _______
As at 31 December 2021
Reportable segment assets 5,463 21,695 27,158
Reportable segment liabilities (77) (493) (570)
_______ _______ _______
6. Expenses by nature
2021 2020
US$'000 US$'000
Consultants 8 4
Employees' and directors' remuneration (see below) 574 523
General administration 68 44
Travel 11 24
Legal and professional 324 206
Investor relations and conferences 64 94
Auditor's remuneration (see below) 39 35
_______ _______
1,088 930
Share based payments - share options 244 138
Foreign exchange gain (36) (341)
_______ _______
Overhead costs 1,296 727
_______ _______
Employees' and directors' remuneration
The average monthly number of employees and directors was as follows:
2021 2020
Non-executive directors 4 3
Employees 36 31
_______ _______
Total average number of employees and directors 40 34
_______ _______
Employees' and directors' remuneration comprised:
2021 2020
US$'000 US$'000
Non-executive directors' fees 109 77
Wages and salaries 1,494 1,040
Social security costs 119 111
Pension contributions 16 14
_______ _______
Total employees' and directors' remuneration 1,738 1,242
Capitalised to project costs (intangible assets) (1,164) (719)
_______ _______
Employees' and directors' remuneration expensed 574 523
_______ _______
Auditor's remuneration
Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect
of both audit and non-audit services were as follows:
2021 2020
US$'000 US$'000
Audit fees: audit of the Group and Company's financial statements
39 35
_______ _______
Auditor's remuneration expensed 39 35
_______ _______
7. Income tax
No current or deferred tax arose in either year.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise as follows:
2021 2020
US$'000 US$'000
Loss before tax (1,762) (727)
_______ _______
Tax at standard rate of 19% (2020: 19%) (335) (138)
Effects of:
Expenses not deductible for tax 46 26
Impairment of intangible assets 89 -
Losses carried forward not recognised as a deferred tax asset 200 112
______ _______
Income tax - -
_______ _______
8. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
2021 2020
US$'000 US$'000
Net loss attributable to equity shareholders (1,762) (727)
_______ _______
Weighted average number of shares for the purpose of
basic earnings per share (000's) 231,393 175,680
_______ _______
Weighted average number of shares for the purpose of
fully diluted earnings per share (000's) 231,393 175,680
_______ _______
Basic earnings per share
(United States dollar) (0.0076) (0.0041)
_______ _______
Fully diluted earnings per share
(United States dollar) (0.0076) (0.0041)
_______ _______
As at 31 December 2021 and 2020 the Company's issued and outstanding capital
structure comprised a number of ordinary shares and share options (see Note
14).
9. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 31 December 2021 and 2020, less impairment.
2021 2020
US$'000 US$'000
As at 01 January 13,665 11,374
Additions 8,375 2,291
Impairment (466) -
_______ _______
As at 31 December 21,574 13,665
_______ _______
Additions to project costs during the years ended 31 December 2021 and 2020
were in the following geographical areas:
2021 2020
US$'000 US$'000
Mali 8,292 1,982
Senegal 83 309
_______ _______
Additions to projects costs 8,375 2,291
_______ _______
Impairment of project costs during the years ended 31 December 2021 and 2020
relate to the following terminated projects:
2021 2020
US$'000 US$'000
Winza (Yanfolila Project Area, Mali) 193 -
Kakadian (Diangounté Project Area, Mali) 145 -
Satifara Ouest (Diangounté Project Area, Mali) 79 -
Karan Ouest (Sanankoro Project Area, Mali) 49 -
_______ _______
Impairment of project costs 466 -
_______ _______
Those projects which were terminated were considered by the directors to be no
longer prospective.
Project costs capitalised as at 31 December 2021 and 2020 related to the
following geographical areas:
2021 2020
US$'000 US$'000
Mali 21,074 13,248
Senegal 500 417
_______ _______
As at 31 December 21,574 13,665
_______ _______
10. Trade and other receivables
2021 2020
US$'000 US$'000
Other receivables 113 21
Prepayments 95 38
_______ _______
208 59
_______ _______
11. Cash and cash equivalents
Cash and cash equivalents held as at 31 December 2021 and 2020 were in the
following currencies:
2021 2020
US$'000 US$'000
British pound sterling (GBP£) 5,358 4,456
CFA franc (XOF) 8 30
United States dollar (US$) 7 9
Euro (EUR€) 3 19
_______ _______
5,376 4,514
_______ _______
External ratings of cash at bank and short-term deposits as at 31 December
2021 and 2020 were as follows:
2021 2020
US$'000 US$'000
A1 5,368 4,484
A2 8 30
_______ _______
5,376 4,514
_______ _______
12. Trade and other payables
2021 2020
US$'000 US$'000
Trade payables 408 138
Accruals 162 78
_______ _______
570 216
_______ _______
13. Financial instruments
2021 2020
US$'000 US$'000
Financial assets at amortised cost
Trade and other receivables 113 21
Cash and cash equivalents 5,376 4,514
_______ _______
5,489 4,535
_______ _______
2021 2020
US$'000 US$'000
Financial liabilities at amortised cost
Trade and other payables 570 216
_______ _______
570 216
_______ _______
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 2019 the Company's issued and outstanding capital structure
comprised:
● 129,676,567 ordinary shares;
● warrants to subscribe for 30,714,285 ordinary shares in the capital of
the Company at a price of 10 pence (British pound sterling) per ordinary share
expiring on 30 September 2020;
● warrants to subscribe for 320,575 ordinary shares in the capital of the
Company at a price of 16.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2020;
● 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; and
● 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.
On 22 April 2020 the Company closed a subscription for 60,838,603 ordinary
shares in the capital of the Company at a price of 4.75 pence (British pound
sterling) per ordinary share for total gross proceeds of GBP£2,889,833.66.
Certain directors of the Company participated in this subscription (see Note
18).
Prior to expiry on 30 September 2020 warrants to subscribe for 14,866,989
ordinary shares in the capital of the Company at a price of 10 pence (British
pound sterling) per ordinary share were exercised for total gross proceeds of
GBP£1,486,698.90. A director of the Company participated in this exercise of
warrants (see Note 18). The balance of warrants to subscribe for 15,847,296
ordinary shares in the capital of the Company at a price of 10 pence (British
pound sterling) per ordinary share expired on 30 September 2020.
Warrants to subscribe for 320,575 ordinary shares in the capital of the
Company at a price of 16.5 pence (British pound sterling) per ordinary share
expired on 09 October 2020.
On 12 October 2020 the board of directors granted and approved 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.
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.
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 GBP£3,132,937.50.
Certain directors of the Company participated in this subscription (see Note
18).
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 GBP£106,250.
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
GBP£4,250,000. Certain directors of the Company participated in this
subscription (see Note 18).
On 08 December 2021 the board of directors 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.
During the year ended 31 December 2021 in accordance with the Company's Share
Option Scheme:
● 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; and
● 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; and
● 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.
Movements in capital during the years ended 31 December 2021 and 2020 were as
follows:
Warrants Share options
to subscribe for number of ordinary shares over number of ordinary shares
(price per ordinary share; expiring date) (exercise price per ordinary share; expiring date)
Number of shares Proceeds
US$'000
16.5 pence; 10 pence; 16.5 pence; 8.5 pence; 10 pence; 10.5 pence;
09 October 30 September 18 December 2022 09 October 2023 12 October 2025 08 December 2026
2020 2020
As at 01 January 2020 129,676,567 320,575 30,714,285 1,900,000 6,200,000 - - 12,675
Subscription 60,838,603 - - - - - - 3,554
Exercise of warrants 14,866,989 - (14,866,989) - - - - 1,911
Warrants expired - (320,575) (15,847,296) - - - - -
Granting of share options - - - - - 7,200,000 - -
Issue costs - - - - - - - (22)
__________ _________ _________ _________ _________ _________ _________ _______
As at 31 December 2020 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
__________ _________ _________ _________ _________ _________ _________ _______
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%;
● expiry date 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%;
● expiry date 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%;
● expiry date 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
earnings. The cost of warrants issued to a broker of a placing has been
recognised as a deduction from equity.
15. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 31 December 2021 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 2021
their aggregated shareholdings being 33.32% of the total number of ordinary
shares issued and outstanding) have entered into a Relationship Agreement 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
On 07 September 2021 the Company entered into a conditional US$25 million
mandate and term sheet with investment firm Lionhead Capital Advisors
Proprietary Limited ('Lionhead') to fund the development of the Company's
Sanankoro Gold Project in southern Mali (the 'Project Financing'). This is
conditional on, among other matters, the completion of a Definitive
Feasibility Study on the Sanankoro Gold Project by 30 June 2022. Paul Quirk
(Non-Executive Director of the Company) is a director of Lionhead. The Project
Financing comprises US$12.5 million equity ('Equity Financing') and US$12.5
million convertible loan note ('Convertible Financing'). Lionhead acknowledges
that Cora intends to undertake private placements to enable existing
shareholders to subscribe for up to US$3.75 million in the Equity Financing
and up to US$3.75 million in the Convertible Financing such that Lionhead's
participation in the Project Financing may be reduced by such amounts. A fee
equal to 3% on up to US$25 million Project Financing shall be paid by the
Company to Lionhead on receipt of the proceeds in respect of the Equity
Financing and Convertible Financing participated by Lionhead. This arrangement
replaces the conditional US$21 million mandate and term sheet with Lionhead
dated 17 June 2020.
The Gold Exploration Permits section of the Strategic Report contains details
of potential net smelter return royalty obligations by project area, together
with options 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
On 14 April 2020 the Company entered into a contract with Digby Wells
Environmental (Jersey) Limited to conduct an Environmental and Social Impact
Assessment ('ESIA') for the Sanankoro Gold Project. Total estimated fees in
respect of the ESIA and related work streams are approximately US$400,000. As
at 31 December 2021 and 2020 under the terms of the contract the Company had
incurred fees of approximately US$260,000 and approximately US$145,000
respectively. The ESIA will form part of the Definitive Feasibility Study
('DFS') for the Sanankoro Gold Project.
In the second half of 2021 the Company entered into contracts with an number
of contractors in respect of the DFS for the Sanankoro Gold Project, these
contractors include:
● New SENET (Pty) Ltd, independent project manager;
● CSA Global (UK) Ltd, geological and mining consultants; and
● Epoch Resources (Pty) Ltd, tailings storage facility consultants.
Total estimated costs in respect of the DFS contractors, excluding Digby Wells
Environmental (Jersey) Limited for the ESIA (see above), are approximately
US$1,600,000. As at 31 December 2021 under the terms of the contracts the
Company had incurred costs of approximately US$820,000. The DFS is expected to
be completed in 2022.
18. Related party transactions
During the year ended 31 December 2021:
● GBP£162,667 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
GBP£3,132,937.50. The following directors of the Company participated in this
subscription:
● Edward Bowie, Non-Executive Director and Chairman of the Company,
subscribed for 64,000 ordinary shares for total gross proceeds of GBP£4,960;
● Andrew Chubb, Non-Executive Director of the Company, subscribed for
129,000 ordinary shares for total gross proceeds of GBP£9,997.50;
● Robert Monro, Chief Executive Officer and Director of the Company,
subscribed for 182,000 ordinary shares for total gross proceeds of
GBP£14,105; 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 GBP£141,050;
● on 07 September 2021 the Company entered into a conditional US$25
million mandate and term sheet with investment firm Lionhead Capital Advisors
Proprietary Limited ('Lionhead') to fund the development of the Company's
Sanankoro Gold Project in southern Mali (the 'Project Financing'). This is
conditional on, among other matters, the completion of a Definitive
Feasibility Study on the Sanankoro Gold Project by 30 June 2022. Paul Quirk
(Non-Executive Director of the Company) is a director of Lionhead. The Project
Financing comprises US$12.5 million equity ('Equity Financing') and US$12.5
million convertible loan note ('Convertible Financing'). Lionhead acknowledges
that Cora intends to undertake private placements to enable existing
shareholders to subscribe for up to US$3.75 million in the Equity Financing
and up to US$3.75 million in the Convertible Financing such that Lionhead's
participation in the Project Financing may be reduced by such amounts. A fee
equal to 3% on up to US$25 million Project Financing shall be paid by the
Company to Lionhead on receipt of the proceeds in respect of the Equity
Financing and Convertible Financing participated by Lionhead. This arrangement
replaces the conditional US$21 million mandate and term sheet with Lionhead
dated 17 June 2020;
● 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
GBP£4,250,000. The following directors of the Company participated in this
subscription:
● Edward Bowie, Non-Executive Director and Chairman of the Company,
subscribed for 100,000 ordinary shares for total gross proceeds of
GBP£10,000;
● Andrew Chubb, Non-Executive Director of the Company, subscribed for
200,000 ordinary shares for total gross proceeds of GBP£20,000; and
● Robert Monro, Chief Executive Officer and Director of the Company,
subscribed for 300,000 ordinary shares for total gross proceeds of
GBP£30,000.
During the year ended 31 December 2020:
● GBP£43,335 was paid to Norman Bailie, the Company's Head of Exploration
(appointed 16 September 2020), and Mr Bailie's consultancy business, Phoenix
(PPM) Consultants, for exploration services;
● GBP£2,015 was paid to David Pelham, Non-Executive Director of the
Company, for geological consultancy services and disbursements;
● on 17 June 2020 the Company entered into a conditional US$21 million
mandate and term sheet with investment firm Lionhead Capital Advisors
Proprietary Limited ('Lionhead') to fund the development of the Company's
Sanankoro Gold Project in southern Mali. This is conditional on, among other
matters, the completion of a Definitive Feasibility Study on the Sanankoro
Gold Project by 31 December 2021. Paul Quirk (Non-Executive Director of the
Company) is a director of Lionhead. The US$21 million project financing
comprises US$6 million equity, US$5 million convertible loan note and US$10
million debt. In the event that the Company secures debt from another party
then the Company will pay a fee of US$200,000 to Lionhead. If the mandate with
Lionhead terminates then no such fee shall be payable if debt is raised after
4 months following such termination;
● on 22 April 2020 the Company closed a subscription for 60,838,603
ordinary shares in the capital of the Company at a price of 4.75 pence
(British pound sterling) per ordinary share for total gross proceeds of
GBP£2,889,833.66. The following directors of the Company participated in this
subscription:
● Edward Bowie, Non-Executive Director and Chairman of the Company,
subscribed for 210,526 ordinary shares for total gross proceeds of
GBP£9,999.99; and
● Robert Monro, Chief Executive Officer and Director of the Company
(appointed 02 January 2020), subscribed for 315,789 ordinary shares for total
gross proceeds of GBP£14,999.98;
● prior to expiry on 30 September 2020 warrants to subscribe for
14,866,989 ordinary shares in the capital of the Company at a price of 10
pence (British pound sterling) per ordinary share were exercised for total
gross proceeds of GBP£1,486,698.90. The following director of the Company
participated in this exercise of warrants:
● Robert Monro, Chief Executive Officer and Director of the Company
(appointed 02 January 2020), exercised warrants to subscribe for 142,857
ordinary shares for total gross proceeds of GBP£14,285.70.
19. Events after the reporting date
On 27 January 2022 the Company entered into a contract with International
Drilling Company for a minimum of 2,000 metres of aircore drilling at the
Sanankoro Gold Project for a minimum total contract value of approximately
US$60,000 plus ancillary costs. This sterilisation drilling is part of the
scope of the DFS for the Sanankoro Gold Project. This contract was fully
satisfied in March 2022 when 2,824 metres of drilling had been completed at a
cost of approximately US$68,900 including ancillary costs.
On 16 February 2022 the Company entered into a contract with Capital Drilling
Mali SARL for a minimum of 5,000 metres of reverse circulation drilling at the
Sanankoro Gold Project for a minimum total contract value of approximately
US$280,000 plus ancillary costs. This contract was fully satisfied in April
2022 when 6,992 metres of drilling had been completed at a cost of
approximately US$377,800 including ancillary costs.
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