REG - Cora Gold Limited - Final Results
22/05/2023 07:00
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RNS Number : 1104A Cora Gold Limited 22 May 2023
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
22 May 2022
Cora Gold Limited ('Cora' or the 'Company')
2022 Final Results
and
Notice of Annual General Meeting
Cora Gold Limited, the West African focused gold company, is pleased to
announce its final audited results for the year ended 31 December 2022, and to
give notice of the Company's Annual General Meeting ('AGM') which will be held
at 12:00pm on the 28 June 2023 at the offices of Hannam & Partners, 3rd
Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom and online.
Highlights
Ahead of construction, targeted to start in 2023, Cora's flagship Sanankoro
Gold Project delivered significant highlights throughout 2022, including:
● Updated Mineral Resource Estimate ('MRE') provided a 14% increase
in total MRE ounces for 24.9 Mt at 1.15 g/t Au for 920 koz, including a 22%
increase in oxide Indicated Mineral Resources to 509 koz.
● Environmental Permit awarded in October 2022 following the
completion and submission of the Environmental and Social Impact Assessment
('ESIA').
● Optimised Project Economics, published November 2022 (using a
US$1,750 gold price), which included:
o 52.3% internal rate of return ('IRR')
o 1.2-year payback period
o US$71.8 million first full year Free Cash Flow ('FCF')
o US$234 million FCF over life of mine
o US$997/oz All-in Sustaining Costs ('AISC')
o 6.8 years Reserve mine life
o 56,000 oz annual average production
o US$90 million pre-production capital
Post year end, during Q1 2023 the Company closed a fundraising through equity
and convertible loan notes ('CLN') for US$19.8 million to support the
commencement of development at Sanankoro during 2023.
Bert Monro, CEO of Cora, commented: "2022 has been a significant year for Cora
as we approach construction readiness at our Sanankoro Gold Project. The
bulk of our attention focused on the delivery of our Definitive Feasibility
Study and Optimised Project Economics, which were published in November.
This work underlined the robust technical and economic fundamentals of the
Sanankoro Project and highlighted in particular the potential strong free cash
flow of US$71.8 million in the first full year, based on a US$1,750 gold
price. Equally important is the low technical risk with an open-pit free
digging oxide operation, we have the benefit of lower operating costs and also
a low strip ratio.
"Our ongoing commitment to the responsible and sustainable development of
Sanankoro has been supported by the appointment of an ESG manager in January
2022. The ESG team have continued their important work to support and engage
with local communities near the Sanankoro Project, and strengthening
communication channels as we approach construction.
"2023 is set to be a pivotal year for Cora and we remain focused on commencing
construction in as short a time frame as practicable once permitting and
financing is completed. I would like to thank Cora's shareholders for their
continued strong support and patience throughout this year."
Annual General Meeting
The AGM will be held at 12.00 p.m. (United Kingdom time) on 28 June 2023 at
the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London,
W1G 9DQ, United Kingdom plus, in the interest of allowing as many shareholders
as possible to attend, the AGM will also take place online. There are two ways
in which attendees may join the AGM online:
Option 1 By dial in. Use one of the telephone
numbers and Meeting ID set out below:
● telephone number:
+44-(0)20-3481-5240
+44-(0)131-460-1196
+44-(0)330-088-5830
● other local telephone numbers:
https://us02web.zoom.us/u/kbDDvV7Ly4
● Meeting ID: 831 9560 2852 #
Option 2 Over the internet. This requires the use
of a device (computer, laptop, tablet or smartphone) connected to the
internet. The device will need to have video switched on for the attendee to
be seen, and speakers and microphone capability activated in order to be able
to speak. Use the hyperlink set out below:
● hyperlink: https://us02web.zoom.us/j/83195602852
(https://us02web.zoom.us/j/83195602852)
Shareholders should note that if they elect to attend the AGM online using
Option 1 above, they will not, in accordance with the articles of association
of the Company, be counted as being present at the meeting and will not be
entitled to vote. The Company's board of directors (the 'Board' or the 'Board
of Directors') strongly advises shareholders who wish to attend online to use
Option 2 above and ensure their video, microphone and speakers are switched
on.
The Board strongly advises shareholders to submit their votes by proxy prior
to the AGM. Shareholders who have submitted a proxy may still attend the AGM.
However, submitting a proxy means shareholders know that their vote will be
counted. Copies of proxy forms (both Form of Proxy and Form of Instruction)
can be downloaded via the Company's website at
www.coragold.com/category/company-reports
(http://www.coragold.com/category/company-reports) .
The Company always welcomes questions from its shareholders at its general
meetings. On this occasion the Board would rather shareholders submit their
questions beforehand in order that the Board may ensure questions are answered
either at the AGM or afterwards. Questions should be submitted by email to
secretary@coragold.com (mailto:secretary@coragold.com) no later than 12.00
p.m. (United Kingdom time) on 23 June 2023.
The Company's Notice of AGM and Forms of Proxy will be dispatched to
shareholders shortly and will be available on the website at
https://www.coragold.com (https://www.coragold.com) .
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcements
**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 & Broker
Susie Geliher St Brides Partners pr@coragold.com (mailto:pr@coragold.com)
Isabelle Morris Financial PR
Will Turner
Notes
Cora is a West African gold developer with two de-risked project areas within
two known gold belts in Mali and Senegal covering c.600 sq km. Led by a
team with a proven track record in making multi-million ounce gold discoveries
that have been developed into operating mines, its primary focus is on
developing the Sanankoro Gold Project in the Yanfolila Gold Belt,
southern Mali, into an open pit oxide mine. Based on a gold price
of US$1,750/oz and a Maiden Probable Reserve of 422 koz at 1.3 g/t Au the
project has strong economic fundamentals, including 52% IRR, US$234
million Free Cash Flow over life of mine and all-in sustaining costs
of US$997/oz.
CHAIR'S STATEMENT
I am pleased to present the Annual Report of Cora Gold Limited ('Cora' or 'the
Company') and its subsidiaries (together the 'Group') for the year ended 31
December 2022.
Cora is a gold company focused on two world class gold regions in Mali and
Senegal in West Africa, being the Yanfolila Gold Belt (south Mali) and the
Kédougou-Kéniéba Inlier gold belt (also known as the 'Kenieba Window'; west
Mali / east Senegal).
The strategy of the Company is, through systematic exploration, to discover,
delineate and develop economic ore bodies. Historical exploration has resulted
in the highly prospective Sanankoro Gold Discovery ('Sanankoro', 'Sanankoro
Gold Project' or the 'Project') in the Yanfolila Gold Belt. Cora's highly
experienced and successful management team has a proven track record in making
multi-million ounce gold discoveries which have been developed into operating
mines. Cora's primary focus is on further developing its flagship Sanankoro
Gold Project, which the Company believes has the potential for a standalone
mine development.
Highlights
2022 has been a milestone year for Cora. Having completed work on a Definitive
Feasibility Study ('DFS') for Sanankoro, Cora can now look towards mine
development. Highlights for Sanankoro included:
● During Q1 2022 a drill programme got underway at Sanankoro focused
on enhancing the November 2021 Mineral Resource Estimate ('MRE') of 809.3 koz
at 1.15 g/t Au. The drill programme was completed in Q2 2022 and comprised
6,992 metres of reverse circulation plus 897 metres of aircore drilling.
● In Q3 2022 Cora announced an updated MRE for 24.9 Mt at 1.15 g/t
Au for 920 koz, comprising Indicated Mineral Resources of 16.1 Mt at 1.27 g/t
Au for 657 koz and Inferred Mineral Resources of 8.7 Mt at 0.94 g/t Au for 263
koz. This represented a 14% increase in total MRE ounces compared to the
November 2021 MRE, including a 22% increase in oxide Indicated Mineral
Resources to 509 koz from 419 koz. In addition, the 2022 drilling programme
identified two new discoveries, at Fode 1 and Target 6, close to existing
Mineral Resources.
● On 14 October 2022 an Environmental Permit was awarded in relation
to mine development at the Sanankoro Gold Project. This followed the
completion and submission of an Environmental and Social Impact Assessment on
Sanankoro in July 2022, with all environmental work having been completed in
alignment with the International Finance Corporation Performance Standards.
Following the award of the Environmental Permit and completion of the DFS (see
below) the Company is able to submit an application for a Mining Permit over
Sanankoro. On 28 November 2022 the Mali government announced the suspension of
issuing new mining permits. When this moratorium is lifted then formal
submission of the DFS and the application for a Mining Permit will be
submitted to the Mali government. Further updates on this will be provided in
due course.
● In November 2022 Cora announced completion of the DFS for
Sanankoro and the results of subsequent Optimised Project Economics, notably:
○ JORC-compliant Maiden Probable Reserves of 10.1 Mt at 1.30 g/t Au
for 422 koz for the Selin, Zone A and Zone B deposits;
○ post tax and based on a gold price of US$1,750/oz:
· 52.3% internal rate of return
· 1.2 year payback period
· US$71.8 million first full year free cash flow ('FCF')
· US$234 million FCF over life of mine
· US$997/oz all-in sustaining cost
· 6.8 years Reserve mine life
· 56,000 oz annual average production
o US$90m pre-production capital (including mining pre-production &
contingencies); and
o solar hybrid power option incorporated into the plant design, delivering
savings in both operating costs and carbon emissions.
● In addition, the Company announced that:
○ further infill drilling should, in time, enable the conversion of
MRE Inferred Resources into Indicated with a view to them then being added to
the inventory of Reserves for the mine schedule; and
○ an independently completed Exploration Target estimate contains
between 26.0 Mt and 35.2 Mt with a grade range of 0.58 g/t Au - 1.21 g/t Au
for a potential gold content of 490 koz - 1,370 koz, giving significant
potential upside.
In Q4 2022 Cora provided an update on a regional exploration programme carried
out across all of Cora's southern Mali permits in the Yanfolila Project Area.
Most notably the results of this programme identified over 12 km of
pre-drilling gold structures discovered from early stage exploration work
across all permits in the Yanfolila Project Area.
Outlook for 2023
2023 has already been busy for Cora with the closing of a fundraising in Q1
2023 for aggregate investments of US$19.8 million, comprising US$3.9 million
for ordinary shares in the capital of the Company plus US$15.9 million for
convertible loan notes. We are very pleased with the strong support received
for this fundraising and over the coming months we look forward to providing
progress updates on our flagship Sanankoro Gold Project, including submission
of the application for a Mining Permit once the current moratorium is lifted.
Cora's primary focus is on further developing Sanankoro and following a review
of projects in 2023 the board of directors decided to terminate the Farani,
Farassaba III, Siékorolé and Tékélédougou projects in the Yanfolila
Project Area.
Finally, I'd like to take this opportunity to thank the Cora team for their
hard work and thank Cora's shareholders for their continued support. 2022 was
a milestone year for the Company and I am confident Cora will make further
significant progress during 2023 and beyond.
Edward Bowie
Non-Executive Director & Chair of the Board of Directors
19 May 2023
Consolidated Statement of Financial Position
as at 31 December 2022
All amounts stated in thousands of United States dollar
2022 2021
Note(s) US$'000 US$'000
Non-current assets
Intangible assets 9 23,826 21,574
________ ________
Current assets
Trade and other receivables 10 91 208
Cash and cash equivalents 11 461 5,376
________ ________
552 5,584
________ ________
Total assets 24,378 27,158
________ ________
Current liabilities
Trade and other payables 12 (193) (570)
________ ________
Total liabilities (193) (570)
________ ________
Net current assets 359 5,014
________ ________
Net assets 24,185 26,588
________ ________
Equity and reserves
Share capital 14 28,202 28,202
Retained deficit (4,017) (1,614)
________ ________
Total equity 24,185 26,588
________ ________
The consolidated financial statements were approved and authorised for issue
by the board of directors of Cora Gold Limited on 19 May 2023 and were signed
on its behalf by
Robert Monro
Chief Executive Officer & Director
19 May 2023
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar (unless otherwise
stated)
2022 2021
Note(s) US$'000 US$'000
Overhead costs 6 (1,502) (1,296)
Impairment of intangible assets 9 (1,012) (466)
________ ________
Loss before income tax (2,514) (1,762)
Income tax 7 - -
________ ________
Loss for the year (2,514) (1,762)
Other comprehensive income - -
________ ________
Total comprehensive loss for the year (2,514) (1,762)
________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 8 (0.0087) (0.0076)
________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2021 18,118 (96) 18,022
________ ________ ________
Loss for the year - (1,762) (1,762)
________ ________ ________
Total comprehensive loss for 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
________ ________ ________
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the year - (2,514) (2,514)
________ ________ ________
Total comprehensive loss for the year - (2,514) (2,514)
________ ________ ________
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
________ ________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
All amounts stated in thousands of United States dollar
2022 2021
Note(s) US$'000 US$'000
Cash flows from operating activities
Loss for the year (2,514) (1,762)
Adjustments for:
Share based payments - share options 111 244
Impairment of intangible assets 9 1,012 466
Decrease / (increase) in trade and other receivables 117 (149)
(Decrease) / increase in trade and other payables (377) 354
________ ________
Net cash used in operating activities (1,651) (847)
________ ________
Cash flows from investing activities
Additions to intangible assets 9 (3,264) (8,375)
________ ________
Net cash used in investing activities (3,264) (8,375)
________ ________
Cash flows from financing activities
Proceeds from shares issued 14 - 10,063
Issue costs 14 - (126)
Proceeds from share options exercised 14 - 147
________ ________
Net cash generated from financing activities - 10,084
________ ________
Net (decrease) / increase in cash and cash equivalents (4,915) 862
Cash and cash equivalents at beginning of year 11 5,376 4,514
________ ________
Cash and cash equivalents at end of year 11 461 5,376
________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
All tabulated amounts stated in thousands of United States dollar (unless
otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and its
subsidiaries (together the 'Group') is the exploration and development of
mineral projects, with a primary focus in West Africa. The Company is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road
Town, Tortola VG1110, British Virgin Islands.
2. Accounting policies
The principal accounting policies applied in the preparation of financial
statements are set out below ('Accounting Policies' or 'Policies'). These
Policies have been consistently applied to all the periods presented, unless
otherwise stated.
2.1. Basis of preparation
The consolidated financial statements of Cora Gold Limited have been prepared
in accordance with International Financial Reporting Standards ('IFRS') and
IFRS Interpretations Committee ('IFRS IC') as adopted by the European Union
('EU'). The consolidated financial statements have been prepared under the
historical cost convention.
The financial statements are presented in United States dollar (currency
symbol: USD or US$), rounded to the nearest thousand, which is the Group's
functional and presentational currency.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 4.
(a) New and amended standards mandatory for the first time
for the financial period beginning 01 January 2022
New standards and amendments to standards and interpretations which were
effective for the financial period beginning on or after 01 January 2022 were
not material to the Group or the Company.
(b) New standards, amendments and interpretations in issue
but not yet effective or not yet endorsed and not early adopted
The following standards have been published and are mandatory for accounting
periods beginning after 01 January 2023 but have not been early adopted by the
Group or the Company and could have impact on the Group and the Company
financial statements:
Title Effective date
Amendments to IAS 1: Presentation of Financial Statements: Classification of 01 January 2023 ^
Liabilities as Current or Non-current
Amendments to IAS 1: Classification of Liabilities as Current or Non-current -
Deferral of Effective Date
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice 01 January 2023
Statement 2: Disclosure of Accounting Policies
Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and 01 January 2023
Errors - Definition of Accounting Estimates
Key:
^ Not yet endorsed in the EU.
The Group is evaluating the impact of the new and amended standards above. The
directors believe that these new and amended standards are not expected to
have a material impact on the Group's results or shareholders' funds.
2.2. Basis of consolidation
The consolidated financial statements incorporate those of the Company and its
subsidiary undertakings for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The Group applies the acquisition method of accounting to account for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Where necessary, adjustments are made to the financial information of
subsidiaries to bring the accounting policies used into line with those used
by other members of the Group. All intercompany transactions and balances
between Group entities are eliminated on consolidation.
As at 31 December 2022 and 2021 the Company held:
● a 100% shareholding in Cora Gold Mali SARL (registered in the
Republic of Mali; the address of its registered office is Rue 224 Porte 1279,
Hippodrome 1, BP 2788, Bamako, Republic of Mali);
● a 100% shareholding in Cora Exploration Mali SARL (the address of
its registered office is Rue 224 Porte 1279, Hippodrome 1, BP 2788, Bamako,
Republic of Mali);
● a 95% shareholding in Sankarani Ressources SARL (the address of its
registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic
of Mali). The remaining 5% of Sankarani Ressources SARL can be purchased from
a third party for US$1 million; and
● Cora Resources Mali SARL (registered in the Republic of Mali; the
address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366,
Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani
Ressources SARL.
2.3. Interest in jointly controlled entities
Joint venture arrangements that involve the establishment of a separate entity
in which each venturer has joint control are referred to as jointly controlled
entities. The results and assets and liabilities of jointly controlled
entities are included in these financial statements for the period using the
equity method of accounting.
2.4. Going concern
As part of the Definitive Feasibility Study ('DFS') for the Sanankoro Gold
Project (completed in November 2022) cash flow forecasts for the life of mine
have been prepared. The forecasts include the costs of developing the
Sanankoro Gold Project, including a construction period of 21 months
(including pre-construction engineering work and commissioning the plant) plus
related corporate and operational overheads. On 28 November 2022 the Mali
government announced the suspension of issuing new mining permits. When this
moratorium is lifted then formal submission of the DFS and the application for
a Mining Permit will be submitted to the Mali government, and construction
will formally commence. In addition, the Company has an unsecured obligation
in relation to issued and outstanding Convertible Loan Notes for a total of
US$15,875,000. The Mandatory Conversion of the Convertible Loan Notes is
subject to the conclusion of definitive binding agreements in respect of
senior debt in relation to the Sanankoro Gold Project and such agreements
being unconditional. If not converted then the Convertible Loan Notes are
repayable on their maturity date of 09 September 2023 at a 5% premium to the
total amount outstanding. The directors are confident in the ability of the
Company to make such repayment, if required, as well as fund working capital
requirements over the 12 month period from the date of approval of these
financial statements, using its current balance of cash and cash equivalents.
The forecasts demonstrate that in the event that development of the Sanankoro
Gold Project:
● is deferred, then: the Group has the ability to meet all ongoing
working capital requirements and committed payments during the 12 month period
from the date of approval of these financial statements; and the directors are
confident in the ability of the Group to raise additional funding in
subsequent periods from the issue of equity or the sale of assets as and when
this is required.
● continues, then: the Group will require additional funds during the
going concern period in order to undertake all the planned discretionary
exploration, evaluation and development activities; and the directors are
confident in the ability of the Group to raise additional funding when
required from the issue of equity or the sale of assets, and from secured debt
finance.
Any delays in the timing and / or quantum of raising additional funds can be
accommodated by deferring discretionary exploration, evaluation and
development expenditure.
The directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of accounting in preparing
the financial statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the board of
directors (the 'Board' or the 'Board of Directors') that makes strategic
decisions.
2.6. Foreign currencies
(i) Functional and presentational currency
Items included in the financial statements of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The financial statements are
presented in United States dollar, rounded to the nearest thousand, which is
the Company's and Group's functional and presentational currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
2.7. Investments
Investments in subsidiary companies are stated at cost less provision for
impairment in value, which is recognised as an expense in the period in which
the impairment is identified in the Company accounts. These investments are
consolidated in the Group consolidated accounts.
2.8. Intangible assets
The Group has adopted the provisions of IFRS 6 Exploration for and Evaluation
of Mineral Resources.
The Group capitalises expenditure as project costs, categorised as intangible
assets, when it determines that those costs will be successful in finding
specific mineral resources. Expenditure included in the initial measurement of
project costs and which are classified as intangible assets relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production. Project costs are
recorded and held at cost. An annual review is undertaken of each area of
interest to determine the appropriateness of continuing to capitalise and
carry forward project costs in relation to that area of interest. Accumulated
capitalised project costs in relation to (i) an expired permit, (ii) an
abandoned area of interest and / or (iii) a joint venture over an area of
interest which is now ceased, will be written off in full as an impairment to
profit or loss in the year in which (i) the permit expired, (ii) the area of
interest was abandoned and / or (iii) the joint venture ceased.
Exploration and evaluation costs are assessed for impairment when facts and
circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount.
2.9. Financial assets
Classification
The Group's financial assets consist of financial assets held at amortised
cost. The classification depends on the purpose for which the financial assets
were acquired. Management determines the classification of its financial
assets at initial recognition.
Financial assets held at amortised cost
Assets that are held for collection of contractual cash flows, where those
cash flows represent solely payments of principal and interest, are measured
at amortised cost. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in other gains / (losses) together
with foreign exchange gains and losses. Impairment losses are presented as a
separate line item in the statement of profit or loss.
They are included in current assets, except for maturities greater than 12
months after the reporting date, which are classified as non-current assets.
The Group's financial assets at amortised cost comprise trade and other
current assets and cash and cash equivalents at the year-end.
Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade
date - the date on which the Group commits to purchasing or selling the asset.
Financial assets are initially measured at fair value plus transaction costs.
Financial assets are de-recognised when the rights to receive cash flows from
the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Financial assets are subsequently carried at amortised cost using the
effective interest method.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its financial assets carried at amortised cost. For trade and
other receivables due within 12 months the Group applies the simplified
approach permitted by IFRS 9. Therefore, the Group does not track changes in
credit risk, but rather recognises a loss allowance based on the financial
asset's lifetime expected credit losses at each reporting date.
A financial asset is impaired if there is objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of
the asset, and that loss event(s) had an impact on the estimated future cash
flows of that asset that can be estimated reliably. The Group assesses at the
end of each reporting period whether there is objective evidence that a
financial asset, or a group of financial assets, is impaired.
The criteria that the Group uses to determine that there is objective evidence
of an impairment loss include:
● significant financial difficulty of the issuer or obligor;
● a breach of contract, such as a default or delinquency in interest or
principal repayments;
● the Group, for economic or legal reasons relating to the borrower's
financial difficulty, granting to the borrower a concession that the lender
would not otherwise consider;
● it becomes probable that the borrower will enter bankruptcy or other
financial reorganisation.
The Group first assesses whether objective evidence of impairment exists.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred), discounted at
the financial asset's original effective interest rate. The asset's carrying
amount is reduced and the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and are subject
to an insignificant risk of changes in value.
2.11. Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
2.12. Reserves
Retained (deficit) / earnings - the retained (deficit) / earnings reserve
includes all current and prior periods retained profit and losses, and share
based payments.
2.13. Financial liabilities at amortised cost
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.
Other financial liabilities are initially measured at fair value. They are
subsequently measured at amortised cost using the effective interest method.
Financial liabilities are de-recognised when the Group's contractual
obligations expire or are discharged or cancelled.
2.14. Provisions
The Group provides for the costs of restoring a site where a legal or
constructive obligation exists. The estimated future costs for known
restoration requirements are determined on a site-by-site basis and are
calculated based on the present value of estimated future costs. All
provisions are discounted to their present value.
2.15. Taxation
Tax is recognised in the Income Statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively. Current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting end date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised.
2.16. Share based payments
Equity-settled share based payments with employees and others providing
services are measured at the fair value of the equity instruments at the grant
date. Fair value is measured by use of an appropriate pricing model. The
Company has adopted the Black-Scholes Model for this purpose.
Equity-settled share based payment transactions with other parties are
measured at the fair value of the goods and services, except where the fair
value cannot be estimated reliably in which case they are valued at the fair
value of the equity instrument granted.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk,
credit risk and liquidity risk. The Group's overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group's financial performance.
Risk management is carried out by the management team under policies approved
by the Board.
(i) Market risk
The Group is exposed to market risk, primarily relating to interest rate,
foreign exchange and commodity prices. The Group does not hedge against market
risks as the exposure is not deemed sufficient to enter into forward
contracts. The Group has not sensitised the figures for fluctuations in
interest rates, foreign exchange or commodity prices as the directors are of
the opinion that these fluctuations would not have a significant impact on the
financial statements of the Group at the present time. The directors will
continue to assess the effect of movements in market risks on the Group's
financial operations and initiate suitable risk management measures where
necessary.
(ii) Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. To manage this risk, the Group periodically assesses the
financial reliability of customers and counterparties.
The amount of exposure to any individual counterparty is subject to a limit,
which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
(iii) Liquidity risk
Cash flow and working capital forecasting is performed for all entities in the
Group for regular reporting to the Board. The directors monitor these reports
and forecasts to ensure the Group has sufficient cash to meet its operational
needs.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to enable the Group to
continue its exploration and evaluation activities, and to maintain an optimal
capital structure to reduce the cost of capital.
The Group defines capital based on the total equity of the Company. The Group
monitors its level of cash resources available against future planned
operational activities and may issue new shares in order to raise further
funds from time to time.
4. Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRSs requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of expenses
during the year. Actual results may vary from the estimates used to produce
these financial statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
(i) Intangible assets (see Note 9)
An annual review is undertaken of each area of interest to determine the
appropriateness of continuing to capitalise and carry forward project costs in
relation to that area of interest. Accumulated capitalised project costs in
relation to (i) an expired permit, (ii) an abandoned area of interest and / or
(iii) a joint venture over an area of interest which is now ceased, will be
written off in full as an impairment to the statement of income in the year in
which (i) the permit expired, (ii) the area of interest was abandoned and / or
(iii) the joint venture ceased.
Each exploration project is subject to review by a senior Group geologist to
determine if the exploration results returned to date warrant further
exploration expenditure and have the potential to result in an economic
discovery. This review takes into consideration long-term metal prices,
anticipated resource volumes and grades, permitting and infrastructure. The
directors have reviewed each project with reference to these criteria and have
made adjustments for any impairment as necessary.
5. Segmental analysis
The Group operates principally in the UK and West Africa, with operations
managed on a project by project basis. Activities in the UK are administrative
in nature whilst the activities in West Africa relate to exploration and
evaluation.
An analysis of the Group's overhead costs, and reportable segment assets and
liabilities is as follows:
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2022
Overhead costs 1,502 - 1,502
Impairment of intangible assets - 1,012 1,012
_______ _______ _______
Loss from operations per reportable segment 1,502 1,012 2,514
_______ _______ _______
As at 31 December 2022
Reportable segment assets 512 23,866 24,378
Reportable segment liabilities (94) (99) (193)
_______ _______ _______
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2021
Overhead costs 1,288 8 1,296
Impairment of intangible assets - 466 466
_______ _______ _______
Loss from operations per reportable segment 1,288 474 1,762
_______ _______ _______
As at 31 December 2021
Reportable segment assets 5,463 21,695 27,158
Reportable segment liabilities (77) (493) (570)
_______ _______ _______
6. Expenses by nature
2022 2021
US$'000 US$'000
Employees' and directors' remuneration (see below) 584 574
Legal and professional 149 324
General administration 104 68
Investor relations and conferences 72 64
Auditor's remuneration (see below) 33 39
Travel 19 11
Consultants - 8
_______ _______
961 1,088
Share based payments - share options 111 244
Foreign exchange loss / (gain) 430 (36)
_______ _______
Overhead costs 1,502 1,296
_______ _______
Employees' and directors' remuneration
The average monthly number of employees and directors was as follows:
2022 2021
Non-executive directors 4 4
Employees 32 36
_______ _______
Total average number of employees and directors 36 40
_______ _______
Employees' and directors' remuneration comprised:
2022 2021
US$'000 US$'000
Non-executive directors' fees 129 109
Wages and salaries 1,078 1,494
Social security costs 142 119
Pension contributions 16 16
_______ _______
Total employees' and directors' remuneration 1,365 1,738
Capitalised to project costs (intangible assets) (781) (1,164)
_______ _______
Employees' and directors' remuneration expensed 584 574
_______ _______
Auditor's remuneration
Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect
of both audit and non-audit services were as follows:
2022 2021
US$'000 US$'000
Audit fees: audit of the Group and the Company's financial statements
33 39
_______ _______
Auditor's remuneration expensed 33 39
_______ _______
7. Income tax
The Company is tax resident in the British Virgin Islands, where corporate
profits are taxed at 0%. The Group's subsidiaries in Mali are taxed at 30%.
For the years ended 31 December 2022 and 2021 no current or deferred tax
arose, and no deferred tax asset has been recognised due to the uncertainty of
future taxable profits.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise as follows:
2022 2021
US$'000 US$'000
Loss before tax (2,514) (1,762)
_______ _______
Tax at standard rate of 0% (2021: 0%) - -
Effects of:
Impairment of intangible assets 304 140
Other - 2
Difference in overseas tax rates (304) (142)
_______ _______
Income tax - -
_______ _______
8. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
2022 2021
US$'000 US$'000
Net loss attributable to equity shareholders (2,514) (1,762)
_______ _______
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 289,557 231,393
_______ _______
Basic and fully diluted earnings per share
(United States dollar) (0.0087) (0.0076)
_______ _______
As at 31 December 2022 and 2021 the Company's issued and outstanding capital
structure comprised a number of ordinary shares and share options (see Note
14).
9. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 31 December 2022 and 2021, less impairment.
2022 2021
US$'000 US$'000
As at 01 January 21,574 13,665
Additions 3,264 8,375
Impairment (1,012) (466)
_______ _______
As at 31 December 23,826 21,574
_______ _______
Additions to project costs during the years ended 31 December 2022 and 2021
were in the following geographical areas:
2022 2021
US$'000 US$'000
Mali 3,256 8,292
Senegal 8 83
_______ _______
Additions to projects costs 3,264 8,375
_______ _______
Impairment of project costs during the years ended 31 December 2022 and 2021
relate to the following terminated projects:
2022 2021
US$'000 US$'000
Tagan (Yanfolila Project Area, Mali) 891 -
Satifara Sud (Diangounté Project Area, Mali) 116 -
Winza (Yanfolila Project Area, Mali) 5 193
Kakadian (Diangounté Project Area, Mali) - 145
Satifara Ouest (Diangounté Project Area, Mali) - 79
Karan Ouest (Sanankoro Project Area, Mali) - 49
_______ _______
Impairment of project costs 1,012 466
_______ _______
Those projects which were terminated were considered by the Board to be no
longer prospective.
Project costs capitalised as at 31 December 2022 and 2021 related to the
following geographical areas:
2022 2021
US$'000 US$'000
Mali 23,318 21,074
Senegal 508 500
_______ _______
As at 31 December 23,826 21,574
_______ _______
After the reporting date certain projects were terminated (see Note 19).
10. Trade and other receivables
2022 2021
US$'000 US$'000
Other receivables - 113
Prepayments 91 95
_______ _______
91 208
_______ _______
11. Cash and cash equivalents
Cash and cash equivalents held as at 31 December 2022 and 2021 were in the
following currencies:
2022 2021
US$'000 US$'000
British pound sterling (GBP£) 421 5,358
CFA franc (XOF) 34 8
United States dollar (US$) 5 7
Euro (EUR€) 1 3
_______ _______
461 5,376
_______ _______
External ratings of cash at bank and short-term deposits as at 31 December
2022 and 2021 were as follows:
2022 2021
US$'000 US$'000
A1 427 5,368
A2 34 8
_______ _______
461 5,376
_______ _______
12. Trade and other payables
2022 2021
US$'000 US$'000
Trade payables 58 408
Other payables 30 -
Accruals 105 162
_______ _______
193 570
_______ _______
13. Financial instruments
2022 2021
US$'000 US$'000
Financial assets at amortised cost
Trade and other receivables - 113
Cash and cash equivalents 461 5,376
_______ _______
461 5,489
_______ _______
Financial liabilities at amortised cost
Trade and other payables 193 570
_______ _______
193 570
_______ _______
14. Share capital
The Company is authorised to issue an unlimited number of no par value shares
of a single class.
As at 31 December 2020 the Company's issued and outstanding capital structure
comprised:
● 205,382,159 ordinary shares;
● share options over 1,900,000 ordinary shares in the capital of the
Company exercisable at 16.5 pence (British pound sterling) per ordinary share
expiring on 18 December 2022;
● share options over 6,200,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023; and
● share options over 7,200,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025.
During the year ended 31 December 2021:
● on 09 June 2021 the Company closed a subscription for 40,425,000
ordinary shares in the capital of the Company at a price of 7.75 pence
(British pound sterling) per ordinary share for total gross proceeds of
GBP£3,132,937.50 - certain directors of the Company participated in this
subscription (see Note 18);
● on 15 June 2021 share options over 275,000 ordinary shares in the
capital of the Company exercisable at 16.5 pence (British pound sterling) per
ordinary share expiring on 18 December 2022 were cancelled;
● on 30 June 2021 share options over 100,000 ordinary shares in the
capital of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expiring on 12 October 2025 were cancelled;
● on 06 September 2021 share options were exercised over 1,250,000
ordinary shares in the capital of the Company at a price of 8.5 pence (British
pound sterling) per ordinary share expiring on 09 October 2023 for total gross
proceeds of 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);
● the Board granted and approved share options over 7,850,000
ordinary shares in the capital of the Company exercisable at 10.5 pence
(British pound sterling) per ordinary share expiring on 08 December 2026;
● on 31 December 2021:
● share options over 400,000 ordinary shares in the capital of the
Company exercisable at 16.5 pence (British pound sterling) per ordinary share
expiring on 18 December 2022 were cancelled;
● share options over 2,500,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025 were cancelled;
● share options over 1,200,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026 were cancelled.
As at 31 December 2021 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 1,225,000 ordinary shares in the capital of the
Company exercisable at 16.5 pence (British pound sterling) per ordinary share
expiring on 18 December 2022;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,650,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the year ended 31 December 2022:
● on 14 May 2022 share options over 100,000 ordinary shares in the
capital of the Company exercisable at 10.5 pence (British pound sterling) per
ordinary share expiring on 08 December 2026 were cancelled; and
● on 18 December 2022 share options over 1,225,000 ordinary shares in
the capital of the Company exercisable at 16.5 pence (British pound sterling)
per ordinary share expired.
As at 31 December 2022 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
Movements in capital during the years ended 31 December 2022 and 2021 were as
follows:
Share options
over number of ordinary shares
Number of ordinary shares (exercise price per ordinary share; expiring date)
Proceeds
US$'000
16.5 pence; 8.5 pence; 10 pence; 10.5 pence;
18 December 2022 09 October 2023 12 October 2025 08 December 2026
As at 01 January 2021 205,382,159 1,900,000 6,200,000 7,200,000 - 18,118
Placing and subscriptions 82,925,000 - - - - 10,063
Exercise of share options 1,250,000 - (1,250,000) - - 147
Granting of share options - - - - 7,850,000 -
Cancellation of share options - (675,000) - (2,600,000) (1,200,000) -
Issue costs - - - - - (126)
__________ _________ _________ _________ _________ ________
As at 31 December 2021 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 28,202
Cancellation of share options - - - - (100,000) -
Expiry of share options - (1,225,000) - - - -
_________
_________
________
__________ _________ _________
As at 31 December 2022 289,557,159 - 4,950,000 4,600,000 6,550,000 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%;
● expiring on 09 October 2023;
● risk free rate 0.6%; and
● dividend yield 0%;
● for share options granted on 12 October 2020:
● strike price 10 pence (British pound sterling);
● share price 10.5 pence (British pound sterling);
● volatility 25.9%;
● expiring on 12 October 2025;
● risk free rate 0.6%; and
● dividend yield 0%;
● for share options granted on 08 December 2021:
● strike price 10.5 pence (British pound sterling);
● share price 9.6 pence (British pound sterling);
● volatility 22.2%;
● expiring on 08 December 2026;
● risk free rate 0.6%; and
● dividend yield 0%.
The cost of share based payments relating to share options has been recognised
in the consolidated statement of comprehensive income and in retained
(deficit) / earnings.
15. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 31 December 2022 the Company's largest shareholder was Brookstone
Business Inc ('Brookstone') which held 82,796,025 ordinary shares, being
28.59% of the total number of ordinary shares issued and outstanding.
Brookstone is wholly owned and controlled by First Island Trust Company Ltd as
Trustee of The Nodo Trust, being a discretionary trust with a broad class of
potential beneficiaries. Patrick Quirk, father of Paul Quirk (Non-Executive
Director of the Company), is a potential beneficiary of The Nodo Trust.
Brookstone, Key Ventures Holding Ltd ('KVH') and Paul Quirk (Non-Executive
Director of the Company) (collectively the 'Investors'; as at 31 December 2022
their aggregated shareholdings being 33.32% of the total number of ordinary
shares issued and outstanding) entered into a Relationship Agreement on 18
March 2020 to regulate the relationship between the Investors and the Company
on an arm's length and normal commercial basis. In the event that Investors'
aggregated shareholdings becomes less than 30% then the Relationship Agreement
shall terminate. KVH is wholly owned and controlled by First Island Trust
Company Ltd as Trustee of The Sunnega Trust, being a discretionary trust of
which Paul Quirk (Non-Executive Director of the Company) is a potential
beneficiary.
16. Contingent liabilities
A number of the Company's project areas have potential net smelter return
royalty obligations, together with options for the Company to buy out the
royalty. At the current stage of development, it is not considered that the
outcome of these contingent liabilities can be considered probable or
reasonably estimable and hence no provision has been recognised in the
financial statements.
17. Capital commitments
There were no capital commitments as at 31 December 2022.
During 2020 and 2021 the Company entered into contracts with a number of
contractors in respect of the DFS for the Sanankoro Gold Project. Total
estimated costs in respect of the DFS contractors were approximately
US$2,000,000. As at 31 December 2021, under the terms of the contracts, the
Company had incurred costs of approximately US$1,080,000. Accordingly, as at
31 December 2021 the balance of outstanding capital commitments was
approximately US$920,000. The DFS was completed in 2022.
18. Related party transactions
There were no reportable related party transactions during the year ended 31
December 2022.
During the year ended 31 December 2021:
● 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 of the Company & Chair of the
Board of Directors, 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 & 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 US$25 million mandate
and term sheet with Lionhead Capital Advisors Proprietary Limited ('Lionhead')
to fund the development of the Sanankoro Gold Project. This was conditional
on, among other matters, the completion of a DFS on the Sanankoro Gold
Project. Paul Quirk (Non-Executive Director of the Company) is a director of
Lionhead. Following completion of the DFS in November 2022 the mandate and
term sheet with Lionhead was renegotiated, and this resulted in a new mandate
and term sheet being entered into on 09 February 2023 (see Note 19);
● on 08 December 2021 the Company closed a placing and subscription for
42,500,000 ordinary shares in the capital of the Company at a price of 10
pence (British pound sterling) per ordinary share for total gross proceeds of
GBP£4,250,000. The following directors of the Company participated in this
subscription:
● Edward Bowie, Non-Executive Director of the Company & Chair of the
Board of Directors, subscribed for 100,000 ordinary shares for total gross
proceeds of 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 & Director of the Company,
subscribed for 300,000 ordinary shares for total gross proceeds of
GBP£30,000.
19. Events after the reporting date
On 09 February 2023 the Company entered into an up to US$30 million mandate
and term sheet (the 'Term Sheet') with Lionhead to fund the development of the
Sanankoro Gold Project (the 'Project Financing'). This Term Sheet replaces the
previous one entered into with Lionhead on 07 September 2021 (see Note 18).
Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead.
On 13 March 2023 the Company closed a subscription for:
● 80,660,559 ordinary shares in the capital of the Company at a price of
US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26 (the
'Equity Financing'); and
● convertible loan notes ('CLN' or 'Convertible Loan Notes') convertible
into ordinary shares in the capital of the Company in accordance with the
Convertible Loan Note Instrument dated 28 February 2023 for a total of
US$15,875,000 (the 'Convertible Financing')
(together the 'Fundraising'). The Fundraising is part of the Project Financing
arrangement with Lionhead. The following directors of the Company participated
in the Fundraising:
● Edward Bowie, Non-Executive Director of the Company & Chair of the
Board of Directors, subscribed for 100,000 ordinary shares for total gross
proceeds of US$4,870 plus CLN with a value of US$20,000;
● Andrew Chubb, Non-Executive Director of the Company, subscribed for
CLN with a value of US$20,000; and
● Robert Monro, Chief Executive Officer & Director of the Company,
subscribed for 206,000 ordinary shares for total gross proceeds of
US$10,032.20 plus CLN with a value of US$30,000.
In accordance with the Term Sheet a total fee of US$567,902.39 was paid to
Lionhead in relation to the Fundraising.
The Convertible Loan Note Instrument dated 28 February 2023 sets out the terms
of the CLN, which are principally as follows:
● Maturity Date: 09 September 2023.
● Coupon: 0%.
● Mandatory Conversion: In the event of conclusion of definitive
binding agreements in respect of senior debt and such agreements being
unconditional:
● on or prior to 11 June 2023, at the lower of (a) US$0.0596 per
ordinary share, (b) the market price per ordinary share as at the date of the
Mandatory Conversion and (c) the price of any equity issuance by the Company
in the prior 60 days (excluding shares issued pursuant to the Company's Share
Option Scheme or pursuant to terms of any other agreement entered into prior
to 13 March 2023);
● after 11 June 2023, at the lower of (a) US$0.0542 per ordinary share,
(b) the market price per ordinary share as at the date of the Mandatory
Conversion and (c) the price of any equity issuance by the Company in the
prior 60 days (excluding shares issued pursuant to the Company's Share Option
Scheme or pursuant to terms of any other agreement entered into prior to 13
March 2023).
● Optional Conversion: At the election of the holder at any time after
11 June 2023, at US$0.0569 per ordinary share.
● Repayment: Repayable on Maturity Date, if not converted, or earlier,
at the option of the holder, in the case of a (i) a change of control of the
Company (ii) the merger or sale of the Company (including the sale of
substantially all of the assets), at a 5% premium to the total amount
outstanding under the CLN.
● Net Smelter Royalty: Holders of CLN have proportionate participation
in a Net Smelter Royalty ('NSR') of 1% in respect of all ores, minerals,
metals and materials containing gold mined and sold or removed from the
Sanankoro Gold Project, until 250,000 ozs of gold has been produced and sold
from the Sanankoro Gold Project, provided that the Company may purchase and
terminate the NSR, in full and not in part, at any time for a value of US$3
million.
● Other: CLN are issued fully paid in amount and are fully
transferable.
Immediately upon closing of the Fundraising on 13 March 2023:
● the total number of ordinary shares issued was 370,217,718;
● Brookstone, the Company's largest shareholder, held 103,329,906
ordinary shares (being 27.91% of the total number of ordinary shares issued
and outstanding); and
● the aggregated shareholdings of the Investors (see Note 15) were
31.60% of the total number of ordinary shares issued and outstanding.
On 13 March 2023 the Board granted and approved share options over 14,350,000
ordinary shares in the capital of the Company exercisable at 4 pence (British
pound sterling) per ordinary share expiring on 13 March 2028.
As at the date of these consolidated financial statements the Company's issued
and outstanding capital structure comprised:
● 370,217,718 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025;
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026; and
● share options over 14,350,000 ordinary shares in the capital of
the Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
In addition, the Company had an unsecured obligation in relation to issued and
outstanding Convertible Loan Notes for a total of US$15,875,000, being
convertible into ordinary shares in accordance with the Convertible Loan Note
Instrument dated 28 February 2023. These Convertible Loan Notes were issued on
13 March 2023 and have a maturity date of 09 September 2023.
Cora's primary focus is on further developing Sanankoro and following a review
of projects in 2023 the board of directors decided to terminate all projects
in the Yanfolila Project Area (southern Mali), being the Farani, Farassaba
III, Siékorolé and Tékélédougou permits. Intangible assets relating to
exploration and evaluation project costs capitalised as at 31 December 2022
and 2021 in respect of such terminated projects were as follows:
2022 2021
US$'000 US$'000
Siékorolé (Yanfolila Project Area, Mali) 784 760
Tékélédougou (Yanfolila Project Area, Mali) 513 494
Farassaba III (Yanfolila Project Area, Mali) 417 393
Farani (Yanfolila Project Area, Mali) 49 37
_______ _______
1,763 1,684
_______ _______
Subsequent to 31 December 2022 an impairment adjustment has been made in
respect of the exploration and evaluation project costs capitalised to the
above terminated projects.
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