REG - Cora Gold Limited - Interim Results for the Six Months to 30 June 2025
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RNS Number : 9836V Cora Gold Limited 20 August 2025
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
20 August 2025
Cora Gold Limited
('Cora' or 'the Company')
Interim Results for the Six Months Ended 30 June 2025
Cora Gold Limited, the West African focused gold company, is pleased to
announce its unaudited interim results for the six months ended 30 June 2025.
Highlights
Operational and Project Development
● +1 million ounce Mineral Resource Estimate ('MRE') announced for
the flagship Sanankoro Gold Project ('Sanankoro') in southern Mali in January
2025, totalling 31.4 Mt at 1.04 g/t gold ('Au') for 1,044 koz (Indicated: 19.0
Mt at 1.13 g/t Au for 689 koz; Inferred: 12.4 Mt at 0.89 g/t Au for 354 koz).
This represents a 13% increase in contained metal from the 2022 MRE.
● Mali government partially lifted its moratorium on new mining
permits in March 2025, enabling the processing of applications for exploration
permit renewals and conversions to mining permits.
● Appointment of New SENET (Pty) Ltd in April 2025 to oversee an
updated Definitive Feasibility Study ('DFS') at Sanankoro, underpinning Cora's
commitment to maximising the development potential of Sanankoro and ensuring
operational readiness.
● Optimisation test work completed in May 2025 demonstrated
potential benefits of a two-stage processing strategy which would be optimal
for gold recovery at Sanankoro and may also offer a reduction in operating
costs.
Corporate Updates
● Board strengthened with the January 2025 appointment of Adam
Davidson as Non-Executive Director. Mr Davidson brings extensive mining
industry experience, having founded and led Trident Royalties plc, a
diversified mining royalty and streaming company acquired by Deterra Royalties
Limited in 2024. His earlier career includes senior roles with Resource
Capital Funds, BMO Capital Markets and Orica Mining Services.
● Continued access to the expertise of David Pelham, who stepped down
from the Board in January 2025 but remains a technical adviser. A mineral
geologist with over 40 years' global exploration experience, Mr Pelham played
a key role in defining and prioritising early-stage work programmes at
Sanankoro.
● Completed a fundraise of GBP£1.550 million (gross proceeds before
expenses; equivalent to US$2.005 million) in April 2025 to advance Sanankoro
towards construction readiness.
● Cash and cash equivalents as at 30 June 2025 stood at US$1.648
million, primarily denominated in GBP£, reflecting the April 2025 fundraise.
Post Period-End
● Ongoing engagement with Mali's mining administration regarding the
issuance of a mining permit for Sanankoro.
● Updated DFS for Sanankoro on track for completion in Q3 2025,
incorporating the 2024 MRE and optimisation work. With gold recently trading
at record highs and the 2022 DFS based on a US$1,750/oz gold price,
significant upside to project economics is anticipated.
● Sterilisation drilling completed in July 2025 at the proposed plant
site as part of DFS workstreams. Results are pending ahead of commencing
Front-End Engineering and Design ('FEED') in preparation for construction.
Bert Monro, Chief Executive Officer of Cora, commented, "The first half of
2025 has been a period of meaningful progress for Cora, both in advancing our
flagship Sanankoro Gold Project and in strengthening the foundations of the
Company. Our announcement in January of a +1 million ounce Mineral Resource
Estimate at Sanankoro marked a major milestone. This upgrade - a 13% increase
in contained gold compared to the 2022 MRE - is the direct result of
disciplined exploration and highlights the future upside potential of
Sanankoro.
"Our primary focus continues to lie in Sanankoro's near term production
potential. As such, the partial lifting of the Malian government's moratorium
on new mining permits in March was a significant event, allowing us to move
forward with the permitting process for Sanankoro. We have maintained a
constructive dialogue with the mining administration, and securing the mining
permit remains our highest priority.
"In April, we appointed SENET to oversee the updated Definitive Feasibility
Study. Their proven track record in delivering gold projects in Africa will be
instrumental in optimising our development plans and ensuring operational
readiness. Already, the results of recent optimisation test work point to the
potential for a two-stage processing strategy, which could improve gold
recovery rates and lower operating costs. Combined with a stronger gold price
environment than was assumed in the 2022 DFS, we anticipate that the updated
study will highlight even more compelling project economics.
"From a corporate perspective, the addition of Adam Davidson to our Board
brings significant strategic insight and mining finance expertise. At the same
time, we are pleased to retain the technical guidance of David Pelham, whose
deep geological knowledge has been central to Sanankoro's progress. Our
GBP£1.550 million fundraise in April has provided the resources to maintain
momentum as we work towards construction readiness, with cash and cash
equivalents of US$1.648 million at the end of June.
"Looking ahead, we are well positioned for a transformative period. With the
updated DFS on track for Q3 2025 completion, sterilisation drilling at the
plant site completed and FEED preparation underway, we are making the right
steps towards building a high-quality, long-life gold mine that can deliver
substantial value to our shareholders, stakeholders and the communities in
which we operate."
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
(https://url.avanan.click/v2/r01/___http:/www.coragold.com/___.YXAzOmRldGVycmFyb3lhbHRpZXM6YTpvOmQzZTM2NDgyOTA4ZmE0ZGRiZWZhMzZmOWFhMWY1MjA4Ojc6MDQ1NDoxYjI4N2IyNjdmNWNmMGRiMTY5OWFmMTZkZTlhNTdhMGIxMzNiN2Q3ODZhYjAzMzIwMGRkNzgyOGVjYzI5YTRiOnA6VDpO)
or contact:
Bert Monro Cora Gold Limited info@coragold.com (mailto:info@coragold.com)
Craig Banfield
Derrick Lee Cavendish Capital Markets Limited +44 (0)20 7220 0500
Pearl Kellie
(Nomad & Broker)
Susie Geliher St Brides Partners cora@stbridespartners.co.uk (mailto:cora@stbridespartners.co.uk)
Charlotte Page
(Financial PR)
Notes
Cora is a West African gold developer with de-risked project areas located
within two established gold belts in Mali and Senegal. Led by a team with a
proven track record of discovering and developing multi-million-ounce gold
deposits into operating mines, the Company's primary focus is the Sanankoro
Gold Project in the Yanfolila Gold Belt, southern Mali, which it is advancing
towards development as an open-pit oxide mine.
In January 2025, Cora announced a +1 million ounce Mineral Resource Estimate
('MRE') at Sanankoro, totalling 31.4 Mt at 1.04 g/t Au for 1,044 koz
(comprising Indicated resources of 19.0 Mt at 1.13 g/t Au for 689 koz and
Inferred resources of 12.4 Mt at 0.89 g/t Au for 354 koz). This represents a
13% increase in contained metal compared to the 2022 MRE. An updated
Definitive Feasibility Study, including revised Probable Reserves, is in its
final stages and is expected to be published in Q3 2025.
Alongside development at Sanankoro, Cora continues to seek value-accretive
opportunities across its portfolio, including the Madina Foulbé exploration
permit within the Kenieba Project Area, eastern Senegal, where large-scale
gold mineralisation potential has been identified.
Consolidated Statement of Financial Position
As at 30 June 2025 and 2024, and 31 December 2024
All amounts stated in thousands of United States dollar
30 June 30 June 31 December
2025 2024 2024
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Non-current assets
Intangible assets 4 25,953 24,671 25,180
________ ________ ________
Current assets
Trade and other receivables 5 13 23 36
Cash and cash equivalents 6 1,648 2,076 879
________ ________ ________
1,661 2,099 915
________ ________ ________
Total assets 27,614 26,770 26,095
________ ________ ________
Current liabilities
Trade and other payables 7 (282) (286) (216)
________ ________ ________
Total liabilities (282) (286) (216)
________ ________ ________
Net current assets 1,379 1,813 699
________ ________ ________
Net assets 27,332 26,484 25,879
________ ________ ________
Equity and reserves
Share capital 9 35,809 33,813 33,813
Retained deficit (8,477) (7,329) (7,934)
________ ________ ________
Total equity 27,332 26,484 25,879
________ ________ ________
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025 and 2024, and the year ended 31 December
2024
All amounts stated in thousands of United States dollar (unless otherwise
stated)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Expenses
Overhead costs 2 (690) (620) (1,278)
Finance costs 8 - (37) (37)
________ ________ ________
(690) (657) (1,315)
________ ________ ________
Other income
Interest income 1 190 220
________ ________ ________
1 190 220
________ ________ ________
Loss before income tax (689) (467) (1,095)
Income tax - - -
________ ________ ________
Loss for the period (689) (467) (1,095)
Other comprehensive income - - -
________ ________ ________
Total comprehensive loss for the period (689) (467) (1,095)
________ ________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 3 (0.0015) (0.0011) (0.0025)
________ ________ ________
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025 and 2024, and the year ended 31 December
2024
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2024 31,541 (6,886) 24,655
________ ________ ________
Loss for the year - (1,095) (1,095)
________ ________ ________
Total comprehensive loss for the year - (1,095) (1,095)
________ ________ ________
Proceeds from shares issued 2,279 - 2,279
Issue costs (7) - (7)
Share based payments - share options - 47 47
________ ________ ________
Total transactions with owners, recognised directly in equity
2,272 47 2,319
________ ________ ________
As at 31 December 2024 Audited 33,813 (7,934) 25,879
________ ________ ________
As at 01 January 2024 31,541 (6,886) 24,655
________ ________ ________
Loss for the period - (467) (467)
________ ________ ________
Total comprehensive loss for the period - (467) (467)
________ ________ ________
Proceeds from shares issued 2,279 - 2,279
Issue costs (7) - (7)
Share based payments - share options - 24 24
________ ________ ________
Total transactions with owners, recognised directly in equity
2,272 24 2,296
________ ________ ________
As at 30 June 2024 Unaudited 33,813 (7,329) 26,484
________ ________ ________
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2025 33,813 (7,934) 25,879
________ ________ ________
Loss for the period - (689) (689)
________ ________ ________
Total comprehensive loss for the period - (689) (689)
________ ________ ________
Proceeds from shares issued 2,005 - 2,005
Issue costs (9) - (9)
Share based payments - share options - 146 146
________ ________ ________
Total transactions with owners, recognised directly in equity
1,996 146 2,142
________ ________ ________
As at 30 June 2025 Unaudited 35,809 (8,477) 27,332
________ ________ ________
Consolidated Statement of Cash Flows
For the six months ended 30 June 2025 and 2024, and the year ended 31 December
2024
All amounts stated in thousands of United States dollar
Six months ended Six months ended Year
30 June 30 June ended
2025 2024 31 December
US$'000 US$'000 2024
Note(s) Unaudited Unaudited US$'000
Audited
Cash flows from operating activities
Loss for the period (689) (467) (1,095)
Adjustments for:
Share based payments - share options 9 146 24 47
Finance costs 8 - 37 37
Decrease in trade and other receivables 23 62 49
Increase / (decrease) in trade and other payables 66 32 (38)
________ ________ ________
Net cash used in operating activities (454) (312) (1,000)
________ ________ ________
Cash flows from investing activities
Additions to intangible assets 4 (773) (836) (1,345)
________ ________ ________
Net cash used in investing activities (773) (836) (1,345)
________ ________ ________
Cash flows from financing activities
Repayment of convertible loan notes - principal amount 8 - (12,971) (12,971)
Repayment of convertible loan notes - finance costs 8 - (649) (649)
Proceeds from shares issued 9 2,005 - -
Issue costs 9 (9) (7) (7)
________ ________ ________
Net cash generated from / (used in) financing activities
1,996 (13,627) (13,627)
________ ________ ________
Net increase / (decrease) in cash and cash equivalents
769 (14,775) (15,972)
Cash and cash equivalents at beginning of period 6 879 16,851 16,851
________ ________ ________
Cash and cash equivalents at end of period 6 1,648 2,076 879
________ ________ ________
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025 and 2024, and the year ended 31 December
2024
All tabulated amounts stated in thousands of United States dollar (unless
otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and its
subsidiaries (together the 'Group') is the exploration and development of
mineral projects, with a primary focus in West Africa. The Company is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road
Town, Tortola VG1110, British Virgin Islands.
The condensed consolidated interim financial statements of the Group for the
six months ended 30 June 2025 comprise the results of the Group and have been
prepared in accordance with AIM Rules for Companies. As permitted, the Company
has chosen not to adopt IAS 34 Interim Financial Reporting in preparing these
interim financial statements.
The condensed consolidated interim financial statements for the period 01
January to 30 June 2025 are unaudited. In the opinion of the directors the
condensed consolidated interim financial statements for the period present
fairly the financial position, and results from operations and cash flows for
the period in conformity with generally accepted accounting principles
consistently applied. The condensed consolidated interim financial statements
incorporate unaudited comparative figures for the interim period 01 January to
30 June 2024 and extracts from the audited consolidated financial statements
for the year ended 31 December 2024.
The interim report has not been audited or reviewed by the Company's auditor.
The key risks and uncertainties and critical accounting estimates remain
unchanged from 31 December 2024 and the accounting policies adopted are
consistent with those used in the preparation of its financial statements for
the year ended 31 December 2024.
As at 30 June 2025 and 2024, and 31 December 2024:
● the Company held a 100% shareholding in Cora Exploration 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);
● 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);
● the Company held a 95% shareholding in Sankarani Ressources 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); 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.
The remaining 5% of Sankarani Ressources SARL can be purchased from a third
party for US$1 million.
2. Expenses by nature
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Employees' and directors' remuneration 367 342 689
Legal and professional 97 75 167
Consultants 73 73 165
General administration 43 49 77
Auditor's remuneration 34 23 56
Investor relations and conferences 22 8 17
Travel 8 11 29
________ ________ ________
644 581 1,200
Share based payments - share options 146 24 47
Foreign exchange (gain) / loss (100) 15 31
________ ________ ________
Overhead costs 690 620 1,278
________ ________ ________
3. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
Six months ended Six months ended Year
30 June 30 June ended
2025 2024 31 December 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Net loss attributable to equity shareholders (689) (467) (1,095)
________ ________ ________
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 468,580 420,205 436,279
________ ________ ________
Basic and fully diluted earnings per share
(United States dollar) (0.0015) (0.0011) (0.0025)
________ ________ ________
As at 30 June 2025 the Company's issued and outstanding capital structure
comprised a number of ordinary shares, warrants and share options (see Note
9).
As at 30 June and 31 December 2024 the Company's issued and outstanding
capital structure comprised a number of ordinary shares and share options (see
Note 9).
4. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 30 June 2025 and 2024, and 31 December 2024, less
impairment.
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
As at 01 January 25,180 23,835 23,835
Additions 773 836 1,345
________ ________ ________
As at period end 25,953 24,671 25,180
________ ________ ________
Additions to project costs during the six months ended 30 June 2025 and 2024,
and the year ended 31 December 2024 were in the following geographical areas:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Mali 729 448 887
Senegal 44 388 458
________ ________ ________
Additions to project costs 773 836 1,345
________ ________ ________
Project costs capitalised as at 30 June 2025 and 2024, and 31 December 2024
related to the following geographical areas:
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Mali 24,919 23,751 24,190
Senegal 1,034 920 990
________ ________ ________
As at period end 25,953 24,671 25,180
________ ________ ________
The Company's primary focus is on further developing the Sanankoro Gold
Project located within the Sanankoro Project Area in Mali.
In accordance with the regulations in Mali an exploration permit is initially
awarded for a period of three years which, at the request of the permit
holder, can be renewed twice with the duration of each renewal period being
three years. On 28 November 2022 the Mali government announced the suspension
of issuing permits in the mining sector. On 15 March 2025 this moratorium was
partially lifted by the government such that, in accordance with the
provisions of the 2023 Mining Code and its implementing regulations, the
mining administration can receive for processing:
● applications to renew exploration permits and mining permits;
● applications for transition from the exploration phase to the mining
phase; and
● applications for the transfer of mining permits.
The government stated that this partial lifting of the moratorium does not
apply to applications for the issuance of new permits or for the transfer of
exploration permits.
As regards the five contiguous permits that make up the Sanankoro Project Area
the moratorium has impacted:
● the interim renewals of the Bokoro Est, Dako II and Sanankoro II
exploration permits; and
● applications for new permits in relation to the Bokoro II and Kodiou
exploration permits, the respective expiry dates of which were in the
moratorium period.
The Company is actively engaging with the mining administration regarding
these matters and being issued a mining permit for the Sanankoro Gold Project,
covering the area of the Sanankoro II exploration permit plus parts of the
areas covered by the Bokoro II and Kodiou exploration permits.
Intangible assets relating to exploration and evaluation project costs
capitalised as at 30 June 2025 and 2024, and 31 December 2024 in respect of
permits in the Sanankoro Project Area were as follows:
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Sanankoro II 23,310 22,150 22,587
Dako II 846 845 845
Bokoro II 403 401 401
Bokoro Est 278 273 275
Kodiou 82 82 82
________ ________ ________
24,919 23,751 24,190
________ ________ ________
5. Trade and other receivables
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Other receivables 4 - 4
Prepayments and accrued income 9 23 32
________ ________ ________
13 23 36
________ ________ ________
6. Cash and cash equivalents
Cash and cash equivalents held as at 30 June 2025 and 2024, and 31 December
2024 were in the following currencies:
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
British pound sterling (GBP£) 1,332 39 43
United States dollar (US$) 217 1,917 796
CFA franc (XOF) 98 119 39
Euro (EUR€) 1 1 1
________ ________ ________
1,648 2,076 879
________ ________ ________
7. Trade and other payables
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Trade payables 88 57 -
Other payables 13 - 6
Accruals 181 229 210
________ ________ ________
282 286 216
________ ________ ________
8. Convertible loan notes
As at 31 December 2023 the Company had an unsecured obligation for a total of
US$15,250,000 in relation to issued and outstanding convertible loan notes
('CLN') convertible into ordinary shares in the capital of the Company in
accordance with the Convertible Loan Note Instrument dated 28 February 2023 as
amended in September 2023. These CLN, being the outstanding balance from a
total of US$15,875,000 of CLN issued on 13 March 2023, had a maturity date of
12 March 2024. As at 31 December 2023 finance costs of US$612,000 were accrued
in respect of the 5% premium (see below).
The Convertible Loan Note Instrument dated 28 February 2023 as amended in
September 2023 set out the terms of the CLN, which, after 09 September 2023,
were principally as follows:
● Maturity Date: 12 March 2024.
● Coupon: 0%.
● Mandatory Conversion: In the event of conclusion of definitive binding
agreements in respect of senior debt for the Sanankoro Gold Project and such
agreements being unconditional at the lower of (a) US$0.0487 per ordinary
share, (b) the market price per ordinary share as at the date of the Mandatory
Conversion and (c) the price of any equity issuance by the Company in the
prior 60 days (excluding shares issued pursuant to the Company's Share Option
Scheme or pursuant to terms of any other agreement entered into prior to 13
March 2023).
● Voluntary Conversion: At the election of the holder, at US$0.0487 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 or (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.
In addition, holders of CLN issued on 13 March 2023 were granted proportionate
participation in a Net Smelter Royalty 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 Net Smelter Royalty, in full and not in part, at any time for a
value of US$3 million.
In February 2024 the holders of outstanding CLN approved further amendments to
the Convertible Loan Note Instrument dated 28 February 2023 as amended in
September 2023, including a change in the Voluntary Conversion Price to
US$0.0278 per ordinary share. Subsequently certain holders of outstanding CLN
issued on 13 March 2023 converted an aggregate amount of US$2,278,500 of CLN
for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278
per ordinary share (the 'Conversion'). The Conversion was completed on 12
March 2024 (see Note 9). Certain directors of the Company participated in the
Conversion.
On 12 March 2024 issued and outstanding CLN for a total of US$12,971,500
matured. The Company repaid the principal amount of the outstanding CLN
totalling US$12,971,500 plus the 5% premium (being US$648,575). Certain
directors of the Company were party to this repayment. As a result of this
repayment the Company no longer had an unsecured obligation in relation to
issued and outstanding CLN. Total finance costs in respect of the 5% premium
for the six months ended 30 June 2024 and the year ended 31 December 2024 were
US$36,575.
Movements in CLN and related finance costs during the six months ended 30 June
2025 and 2024, and the year ended 31 December 2024 were as follows:
Principal amount Finance
US$'000 costs Total
US$'000 US$'000
As at 01 January 2024 15,250 612 15,862
Conversion to ordinary shares (2,279) - (2,279)
5% premium - 37 37
Repayment (12,971) (649) (13,260)
________ ________ ________
As at 30 June 2024 Unaudited and 2025 Unaudited,
and 31 December 2024 Audited - - -
________ ________ ________
9. Share capital
The Company is authorised to issue an unlimited number of no par value shares
of a single class.
During the six months ended 30 June 2024:
● in February 2024 the holders of outstanding CLN approved further
amendments to the Convertible Loan Note Instrument dated 28 February 2023 as
amended in September 2023, including a change in the Voluntary Conversion
Price to US$0.0278 per ordinary share. Subsequently certain holders of
outstanding CLN issued on 13 March 2023 converted an aggregate amount of
US$2,278,500 of CLN for 81,960,427 ordinary shares at the Voluntary Conversion
Price of US$0.0278 per ordinary share (the 'Conversion'). The Conversion was
completed on 12 March 2024 (see Note 8). Certain directors of the Company
participated in the Conversion; and
● on 12 March 2024 issued and outstanding CLN for a total of
US$12,971,500 matured. The Company repaid the principal amount of the
outstanding CLN totalling US$12,971,500 plus the 5% premium (being US$648,575)
(see Note 8). Certain directors of the Company were party to this repayment.
As a result of this repayment the Company no longer had an unsecured
obligation in relation to issued and outstanding CLN.
As at 30 June and 31 December 2024 the Company's issued and outstanding
capital structure comprised:
● 452,178,145 ordinary shares;
● share options over 4,300,000 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 5,050,000 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 13,350,000 ordinary shares in the capital of the
Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
During the six months ended 30 June 2025, on 01 April 2025:
● the Company closed a subscription for 32,624,205 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£1,549,649.74 (the '2025
Fundraise'). Each ordinary share subscribed in the 2025 Fundraise has a
warrant attached to subscribe for one new ordinary share in the capital of the
Company at a price of 7 pence (British pound sterling) per ordinary share
expiring on 01 April 2027. Certain directors of the Company participated in
the 2025 Fundraise; and
● the board of directors granted and approved share options over
19,150,000 ordinary shares in the capital of the Company exercisable at 6.25
pence (British pound sterling) per ordinary share expiring on 01 April 2030.
As at 30 June 2025 the Company's issued and outstanding capital structure
comprised:
● 484,802,350 ordinary shares;
● warrants to subscribe for 32,624,205 ordinary shares in the capital of
the Company at a price of 7 pence (British pound sterling) per ordinary share
expiring on 01 April 2027;
● share options over 4,300,000 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 5,050,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026;
● share options over 13,350,000 ordinary shares in the capital of the
Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028; and
● share options over 19,150,000 ordinary shares in the capital of the
Company exercisable at 6.25 pence (British pound sterling) per ordinary share
expiring on 01 April 2030.
In accordance with the Company's Share Option Scheme, one quarter (¼) of any
share options granted vest on the later of the date of grant or approval with
another one quarter (¼) of the share options vesting on each of the six
month, twelve month and eighteen month anniversaries thereafter.
Movements in capital during the six months ended 30 June 2025 and 2024, and
the year ended 31 December 2024 were as follows:
Warrants Share options
to subscribe for number of over number of ordinary shares
ordinary shares (exercise price per ordinary share; expiring date)
Number of ordinary shares 7 pence; 10 pence; 10.5 pence; 4 pence; 6.25 pence;
expiring 12 October 2025 08 December 2026 13 March 2028 01 April Proceeds
01 April 2027 2030 US$'000
As at 01 January 2024 370,217,718 - 4,300,000 5,050,000 13,350,000 - 31,541
Conversion of convertible loan notes 81,960,427 - - - - - 2,279
Issue costs - - - - - - (7)
__________ __________ _________ _________ _________ _________ ________
As at 30 June 2024 Unaudited
and 31 December 2024 Audited 452,178,145 - 4,300,000 5,050,000 13,350,000 - 33,813
Subscription 32,624,205 32,624,205 - - - - 2,005
Issue costs - - - - - - (9)
Granting of share options - - - - - 19,150,000 -
__________ __________ _________ _________ _________ _________ ________
As at 30 June 2025 Unaudited 484,802,350 32,624,205 4,300,000 5,050,000 13,350,000 19,150,000 35,809
__________ __________ _________ _________ _________ _________ ________
The fair value of share options has been calculated using the Black-Scholes
Model, the inputs into which were as follows:
● for share options granted on 13 March 2023:
● strike price 4 pence (British pound sterling);
● share price 3.85 pence (British pound sterling);
● volatility 7.3%;
● vesting in four tranches and expiring on 13 March 2028;
● risk free rate 3.5%; and
● dividend yield 0%.
● for share options granted on 01 April 2025:
● strike price 6.25 pence (British pound sterling);
● share price 6.25 pence (British pound sterling);
● volatility 31.6%;
● vesting in four tranches and expiring on 01 April 2030;
● risk free rate 4.3%; 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 for the six months ended 30 June 2025 and 2024, and the
year ended 31 December 2024 as follows:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Unaudited Unaudited Audited
Share based payments - share options 146 24 47
________ ________ ________
146 24 47
________ ________ ________
10. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 30 June 2025 the Company's largest shareholder was Brookstone Business
Inc ('Brookstone') which held 150,836,532 ordinary shares, being 31.11% 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 30 June 2025
their aggregated shareholdings being 34.13% 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 the
Investors' aggregated shareholdings become 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.
11. 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.
12. Capital commitments
In April 2025 the Company entered into a contract with New SENET (Pty) Ltd,
independent project manager, in relation to updating the 2022 Definitive
Feasibility Study for the Sanankoro Gold Project. The estimated cost in
respect of this contract is approximately US$214,000. The updated Definitive
Feasibility Study is expected to be completed in 2025. As at 30 June 2025
under the terms of the contract the Company had incurred costs of
approximately US$151,000.
There were no capital commitments as at 30 June or 31 December 2024.
13. Events after the reporting date
There were no reportable events after the reporting date.
14. Approval of condensed consolidated interim financial statements
The condensed consolidated interim financial statements were approved and
authorised for issue by the board of directors of Cora Gold Limited on 19
August 2025.
**ENDS**
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