REG - Cora Gold Limited - Interim Results: Six Months Ended 30 June 2023
25/09/2023 07:00
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RNS Number : 4384N Cora Gold Limited 25 September 2023
Cora Gold Limited / EPIC: CORA.L / Market: AIM /
Sector: Mining
25 September 2023
Cora Gold Limited
('Cora' or 'the Company')
Interim Results for the Six Months Ended 30 June 2023
Cora Gold Limited, the West African focused gold company, is pleased to
announce its unaudited interim results for the six months ended 30 June 2023.
Highlights
● During H1 2023:
● Closed a fundraising for aggregate investments of over US$19.8
million (see announcement dated 10 March 2023), comprising:
● an Equity Financing through the issue of 80,660,559 ordinary
shares of no par value in the capital of the Company ('Ordinary Shares') at a
price of US$0.0487 per Ordinary Share for total gross proceeds of
US$3,928,169.26; plus
● a Convertible Financing through the issue of convertible loan
notes ('CLN') convertible into Ordinary Shares for a total of US$15,875,000.
● Entered into a mandate letter to appoint Atlantique Finance to act
as sole adviser in the structuring and mobilisation of a medium-term loan of
US$70 million in CFA franc ('XOF') to support funding the development of
Cora's flagship Sanankoro Gold Project in south Mali (see announcement dated
28 June 2023).
● As at 30 June 2023, the balance of cash and cash equivalents was
over US$18.4 million.
● Post period end, confirmed the extension of certain convertible loan
rights due to mature on 09 September 2023 and as a result the CLN issued by
the Company on 13 March 2023 have an extended maturity date of 12 March 2024
(see announcement dated 11 September 2023). As at the date of this
announcement, the Company had an unsecured obligation in relation to issued
and outstanding CLN for a total of US$15,250,000, being convertible into
Ordinary Shares in accordance with the Convertible Loan Note Instrument dated
28 February 2023 as amended.
Bert Monro, Chief Executive Officer of Cora, commented, "I am very pleased
with the ongoing support received from the Company's long-term shareholders
and holders of CLN. Following the recent promulgation of a new Mining Code in
Mali, we look forward to the government's lifting of its moratorium on issuing
new mining permits such that we may, in due course, progress application for a
mining permit over Cora's flagship Sanankoro Gold Project. In addition, we
look forward to providing progress updates on the funding of the Sanankoro
Gold Project following the appointment of Atlantique Finance to act as sole
adviser in the structuring and mobilisation of a medium-term loan of US$70
million to support funding the development of the project."
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcement.
For further information, please visit http://www.coragold.com
(http://www.coragold.com/) 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
Charlie Beeson (Nomad & Broker)
Susie Geliher St Brides Partners pr@coragold.com (mailto:pr@coragold.com)
Isabelle Morris (Financial PR)
Isabel de Salis
Notes
Cora is a West African gold developer with de-risked project areas within two
known gold belts in Mali and Senegal. Led by a team with a proven track-record
in making multi-million-ounce gold discoveries that have been developed into
operating mines, its primary focus is on developing the Sanankoro Gold Project
in the Yanfolila Gold Belt, south Mali, into an open pit oxide mine. Based on
a gold price of US$1,750/oz and a Maiden Probable Reserve of 422 koz at 1.3
g/t Au, the Project has strong economic fundamentals, including 52% IRR,
US$234 million Free Cash Flow over life of mine and all-in sustaining costs of
US$997/oz.
Consolidated Statement of Financial Position
As at 30 June 2023 and 2022, and 31 December 2022
All amounts stated in thousands of United States dollar
30 June 30 June 31 December
2023 2022 2022
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Non-current assets
Intangible assets 3 23,049 23,954 23,826
________ ________ ________
Current assets
Trade and other receivables 4 51 143 91
Cash and cash equivalents 5 18,494 2,022 461
________ ________ ________
18,545 2,165 552
________ ________ ________
Total assets 41,594 26,119 24,378
________ ________ ________
Current liabilities
Trade and other payables 6 (263) (407) (193)
Convertible loan notes 7 (16,360) - -
________ ________ ________
Total liabilities (16,623) (407) (193)
________ ________ ________
Net current assets 1,922 1,758 359
________ ________ ________
Net assets 24,971 25,712 24,185
________ ________ ________
Equity and reserves
Share capital 8 31,541 28,202 28,202
Retained deficit (6,570) (2,490) (4,017)
________ ________ ________
Total equity 24,971 25,712 24,185
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023 and 2022, and the year ended 31 December
2022
All amounts stated in thousands of United States dollar (unless otherwise
stated)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Expenses
Overhead costs (593) (951) (1,502)
Finance costs (485) - -
Impairment of intangible assets 3 (1,777) (3) (1,012)
________ ________ ________
(2,855) (954) (2,514)
________ ________ ________
Other income
Interest income 243 - -
________ ________ ________
243 - -
________ ________ ________
Loss before income tax (2,612) (954) (2,514)
Income tax - - -
________ ________ ________
Loss for the period (2,612) (954) (2,514)
Other comprehensive income - - -
________ ________ ________
Total comprehensive loss for the period (2,612) (954) (2,514)
________ ________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 2 (0.0077) (0.0033) (0.0087)
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 and 2022, and the year ended 31 December
2022
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the year - (2,514) (2,514)
________ ________ ________
Total comprehensive loss for the 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
________ ________ ________
Unaudited
As at 01 January 2022 28,202 (1,614) 26,588
________ ________ ________
Loss for the period - (954) (954)
________ ________ ________
Total comprehensive loss for the period - (954) (954)
________ ________ ________
Share based payments - share options - 78 78
________ ________ ________
Total transactions with owners, recognised directly in equity
- 78 78
________ ________ ________
As at 30 June 2022 Unaudited 28,202 (2,490) 25,712
________ ________ ________
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
Unaudited
As at 01 January 2023 28,202 (4,017) 24,185
________ ________ ________
Loss for the period - (2,612) (2,612)
________ ________ ________
Total comprehensive loss for the period - (2,612) (2,612)
________ ________ ________
Proceeds from shares issued 3,928 - 3,928
Issue costs (589) - (589)
Share based payments - share options - 59 59
________ ________ ________
Total transactions with owners, recognised directly in equity
3,339 59 3,398
________ ________ ________
As at 30 June 2023 Unaudited 31,541 (6,570) 24,971
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Cash Flows
For the six months ended 30 June 2023 and 2022, and the year ended 31 December
2022
All amounts stated in thousands of United States dollar
Six months ended Six months Year
30 June 2023 ended ended
US$'000 30 June 31 December
Unaudited 2022 2022
Note(s) US$'000 US$'000
Unaudited
Cash flows from operating activities
Loss for the period (2,612) (954) (2,514)
Adjustments for:
Share based payments - share options 59 78 111
Finance costs 485 - -
Impairment of intangible assets 3 1,777 3 1,012
Decrease in trade and other receivables 40 65 117
Increase / (decrease) in trade and other payables 70 (163) (377)
________ ________ ________
Net cash used in operating activities (181) (971) (1,651)
________ ________ ________
Cash flows from investing activities
Additions to intangible assets 3 (1,000) (2,383) (3,264)
________ ________ ________
Net cash used in investing activities (1,000) (2,383) (3,264)
________ ________ ________
Cash flows from financing activities
Proceeds from convertible loan notes issued 7 15,875 - -
Proceeds from shares issued 8 3,928 - -
Issue costs 8 (589) - -
________ ________ ________
Net cash generated from financing activities 19,214 - -
________ ________ ________
Net increase / (decrease) in cash and cash equivalents 18,033 (3,354) (4,915)
Cash and cash equivalents at beginning of period 5 461 5,376 5,376
________ ________ ________
Cash and cash equivalents at end of period 5 18,494 2,022 461
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2023 and 2022, and the year ended 31 December
2022
All tabulated amounts stated in thousands of United States dollar (unless
otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and its
subsidiaries (together the 'Group') is the exploration and development of
mineral projects, with a primary focus in West Africa. The Company is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road
Town, Tortola VG1110, British Virgin Islands.
The condensed consolidated interim financial statements of the Group for the
six months ended 30 June 2023 comprise the results of the Group and have been
prepared in accordance with AIM Rules for Companies. As permitted, the Company
has chosen not to adopt IAS 34 'Interim Financial Reporting' in preparing
these interim financial statements.
The condensed consolidated interim financial statements for the period 01
January to 30 June 2023 are unaudited. In the opinion of the directors the
condensed consolidated interim financial statements for the period present
fairly the financial position, and results from operations and cash flows for
the period in conformity with generally accepted accounting principles
consistently applied. The condensed consolidated interim financial statements
incorporate unaudited comparative figures for the interim period 01 January to
30 June 2022 and extracts from the audited consolidated financial statements
for the year ended 31 December 2022.
The interim report has not been audited or reviewed by the Company's auditor.
With the exception of the accounting policy set out below regarding
convertible loan notes and related accounting judgements, the key risks and
uncertainties and critical accounting estimates remain unchanged from 31
December 2022 and the accounting policies adopted are consistent with those
used in the preparation of its financial statements for the year ended 31
December 2022.
Accounting policy - convertible loan notes
The convertible loan notes, convertible into ordinary shares in the capital of
the Company, issued during the six months ended 30 June 2023 are not for a
fixed number of ordinary shares and in the event that they are not converted
then repayment is in cash. In accordance with IAS 32 'Financial Instruments:
Presentation' the Company's convertible loan notes are classified as financial
liability instruments. Proceeds from the issue of convertible loan notes are
recognised as debt until such time as they are converted either at the
election of the holder or when certain preconditions are satisfied when they
become recognised as equity. See Note 7 for further details regarding the
convertible loan notes.
As at 30 June 2023 and 2022, and 31 December 2022 the Company held:
● a 100% shareholding in Cora Gold Mali SARL (registered in the Republic
of Mali; the address of its registered office is Rue 224 Porte 1279,
Hippodrome 1, BP 2788, Bamako, Republic of Mali);
● a 100% shareholding in Cora Exploration Mali SARL (the address of its
registered office is Rue 224 Porte 1279, Hippodrome 1, BP 2788, Bamako,
Republic of Mali);
● a 95% shareholding in Sankarani Ressources SARL (the address of its
registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic
of Mali). The remaining 5% of Sankarani Ressources SARL can be purchased from
a third party for US$1 million; and
● Cora Resources Mali SARL (registered in the Republic of Mali; the
address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366,
Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani
Ressources SARL.
2. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
Six months ended Six months Year
30 June ended ended
2023 30 June 2022 31 December 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Net loss attributable to equity shareholders (2,612) (954) (2,514)
_______ _______ _______
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 338,577 289,557 289,557
_______ _______ _______
Basic and fully diluted earnings per share
(United States dollar) (0.0077) (0.0033) (0.0087)
_______ _______ _______
As at 30 June 2023, 2022 and 31 December 2022 the Company's issued and
outstanding capital structure comprised a number of ordinary shares and share
options (see Note 8).
3. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 30 June 2023 and 2022, and 31 December 2022, less
impairment.
Six months Six months ended Year
ended 30 June ended
30 June 2022 31 December
2023 US$'000 2022
US$'000 Unaudited US$'000
Unaudited
As at 01 January 23,826 21,574 21,574
Additions 1,000 2,383 3,264
Impairment (1,777) (3) (1,012)
_______ _______ _______
As at period end 23,049 23,954 23,826
_______ _______ _______
Additions to project costs during the six months ended 30 June 2023 and 2022,
and the year ended 31 December 2022 were in the following geographical areas:
Six months Six months ended Year
ended 30 June ended
30 June 2022 31 December
2023 US$'000 2022
US$'000 Unaudited US$'000
Unaudited
Mali 984 2,376 3,256
Senegal 16 7 8
_______ _______ _______
Additions to project costs 1,000 2,383 3,264
_______ _______ _______
Impairment of project costs during the six months ended 30 June 2023 and 2022,
and the year ended 31 December 2022 relate to the following terminated
projects:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Siékorolé (Yanfolila Project Area, Mali) 791 - -
Tékélédougou (Yanfolila Project Area, Mali) 514 - -
Farassaba II (Yanfolila Project Area, Mali) 414 - -
Farani (Yanfolila Project Area, Mali) 53 - -
Tagan (Yanfolila Project Area, Mali) 5 - 891
Winza (Yanfolila Project Area, Mali) - 2 5
Kakadian (Kenieba Project Area, Mali / Senegal) - 1 -
Satifara Sud (Kenieba Project Area, Mali / Senegal) - - 116
_______ _______ _______
Impairment of project costs 1,777 3 1,012
_______ _______ _______
Cora's primary focus is on further developing the Sanankoro Gold Project in
Mali and following a review of projects in 2023 the board of directors decided
to terminate all projects in the Yanfolila Project Area (Mali), being the
Farani, Farassaba III, Siékorolé and Tékélédougou permits. In previous
periods, other projects which were terminated were considered by the directors
to be no longer prospective.
Project costs capitalised as at 30 June 2023 and 2022, and 31 December 2022
related to the following geographical areas:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Mali 22,525 23,447 23,318
Senegal 524 507 508
_______ _______ _______
As at period end 23,049 23,954 23,826
_______ _______ _______
4. Trade and other receivables
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Other receivables - 107 -
Prepayments and accrued income 51 36 91
_______ _______ _______
51 143 91
_______ _______ _______
5. Cash and cash equivalents
Cash and cash equivalents held as at 30 June 2023 and 2022, and 31 December
2022 were in the following currencies:
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
United States dollar (US$) 18,371 7 5
British pound sterling (GBP£) 77 1,800 421
CFA franc (XOF) 45 214 34
Euro (EUR€) 1 1 1
_______ _______ _______
18,494 2,022 461
_______ _______ _______
6. Trade and other payables
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Trade payables 170 215 58
Other payables - 34 30
Accruals 93 158 105
_______ _______ _______
263 407 193
_______ _______ _______
7. Convertible loan notes
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unaudited Unaudited
Convertible loan notes 16,360 - -
_______ _______ _______
16,360 - -
_______ _______ _______
On 13 March 2023 the Company closed a subscription for:
● 80,660,559 ordinary shares in the capital of the Company at a price of
US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26 (see
Note 8); and
● convertible loan notes ('CLN' or 'Convertible Loan Notes') convertible
into ordinary shares in the capital of the Company in accordance with the
Convertible Loan Note Instrument dated 28 February 2023 for a total of
US$15,875,000
(together the 'Fundraising'). Certain directors of the Company participated in
this Fundraising.
As at 30 June 2023 the Company had an unsecured obligation in relation to
issued and outstanding Convertible Loan Notes for a total of US$15,875,000,
being convertible into ordinary shares in accordance with the Convertible Loan
Note Instrument dated 28 February 2023. These Convertible Loan Notes were
issued on 13 March 2023 and have a maturity date of 09 September 2023. In the
event that any Convertible Loan Notes are not converted on or prior to their
maturity date then such Convertible Loan Notes are repayable at a 5% premium
to the total amount outstanding under the CLN. As at 30 June 2023 finance
costs of US$485,000 have been accrued in respect of the 5% premium.
The Convertible Loan Note Instrument dated 28 February 2023 sets out the terms
of the CLN, which are principally as follows:
● Maturity Date: 09 September 2023.
● Coupon: 0%.
● Mandatory Conversion: In the event of conclusion of definitive binding
agreements in respect of senior debt for the Sanankoro Gold Project and such
agreements being unconditional:
● on or prior to 11 June 2023, at the lower of (a) US$0.0596 per
ordinary share, (b) the market price per ordinary share as at the date of the
Mandatory Conversion and (c) the price of any equity issuance by the Company
in the prior 60 days (excluding shares issued pursuant to the Company's Share
Option Scheme or pursuant to terms of any other agreement entered into prior
to 13 March 2023);
● after 11 June 2023, at the lower of (a) US$0.0542 per ordinary share,
(b) the market price per ordinary share as at the date of the Mandatory
Conversion and (c) the price of any equity issuance by the Company in the
prior 60 days (excluding shares issued pursuant to the Company's Share Option
Scheme or pursuant to terms of any other agreement entered into prior to 13
March 2023).
● Voluntary Conversion: At the election of the holder at any time after
11 June 2023, at US$0.0569 per ordinary share.
● Repayment: Repayable on Maturity Date, if not converted, or earlier,
at the option of the holder, in the case of a (i) a change of control of the
Company (ii) the merger or sale of the Company (including the sale of
substantially all of the assets), at a 5% premium to the total amount
outstanding under the CLN.
● Other: CLN are issued fully paid in amount and are fully transferable.
In addition, holders of CLN issued on 13 March 2023 were granted proportionate
participation in a Net Smelter Royalty ('NSR') of 1% in respect of all ores,
minerals, metals and materials containing gold mined and sold or removed from
the Sanankoro Gold Project, until 250,000 ozs of gold has been produced and
sold from the Sanankoro Gold Project, provided that the Company may purchase
and terminate the NSR, in full and not in part, at any time for a value of
US$3 million.
Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes
issued on 13 March 2023 for a total of US$15,875,000, the holders of CLN
approved amendments to the Convertible Loan Note Instrument dated 28 February
2023 (see Note 12).
8. Share capital
The Company is authorised to issue an unlimited number of no par value shares
of a single class.
As at 31 December 2021 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 1,225,000 ordinary shares in the capital of the
Company exercisable at 16.5 pence (British pound sterling) per ordinary share
expiring on 18 December 2022;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,650,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the six months ended 30 June 2022:
● on 14 May 2022 share options over 100,000 ordinary shares in the
capital of the Company exercisable at 10.5 pence (British pound sterling) per
ordinary share expiring on 08 December 2026 were cancelled.
As at 30 June 2022 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 1,225,000 ordinary shares in the capital of the
Company exercisable at 16.5 pence (British pound sterling) per ordinary share
expiring on 18 December 2022;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the six months ended 31 December 2022:
● on 18 December 2022 share options over 1,225,000 ordinary shares in
the capital of the Company exercisable at 16.5 pence (British pound sterling)
per ordinary share expired.
As at 31 December 2022 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the six months ended 30 June 2023:
● on 13 March 2023:
● the Company closed a subscription for:
● 80,660,559 ordinary shares in the capital of the Company at a price of
US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26; and
● Convertible Loan Notes convertible into ordinary shares in the capital
of the Company in accordance with the Convertible Loan Note Instrument dated
28 February 2023 for a total of US$15,875,000 (see Note 7)
(together the 'Fundraising'). Certain directors of the Company participated in
this Fundraising.
● the board of directors granted and approved share options over
14,350,000 ordinary shares in the capital of the Company exercisable at 4
pence (British pound sterling) per ordinary share expiring on 13 March 2028.
As at 30 June 2023 the Company's issued and outstanding capital structure
comprised:
● 370,217,718 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025;
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026; and
● share options over 14,350,000 ordinary shares in the capital of the
Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
In addition, the Company had an unsecured obligation in relation to issued and
outstanding Convertible Loan Notes for a total of US$15,875,000 (see Note 7).
Movements in capital during the six months ended 30 June 2023 and 2022, and
the year ended 31 December 2022 were as follows:
Share options
over number of ordinary shares
(exercise price per ordinary share; expiring date)
Number of ordinary shares Proceeds
US$'000
16.5 pence; 8.5 pence; 10 pence; 10.5 pence; 4 pence;
18 December 2022 09 October 2023 12 October 2025 08 December 2026 13 March 2028
As at 01 January 2022 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 - 28,202
Cancellation of share options - - - - (100,000) - -
__________ _________ _________ _________ _________ _________ _______
As at 30 June 2022 Unaudited 289,557,159 1,225,000 4,950,000 4,600,000 6,550,000 - 28,802
Expiry of share options - (1,225,000) - - - - -
__________ _________ _________ _________ _________ _________ _______
As at 31 December 2022 289,557,159 - 4,950,000 4,600,000 6,550,000 - 28,202
Subscription 80,660,559 - - - - - 3,928
Issue costs - - - - - - (589)
Granting of share options - - - - - 14,350,000 -
__________ _________ _________ _________ _________ _________ _______
As at 30 June 2023 Unaudited 370,217,718 - 4,950,000 4,600,000 6,550,000 14,350,000 31,541
__________ _________ _________ _________ _________ _________ _______
9. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 30 June 2023 the Company's largest shareholder was Brookstone Business
Inc ('Brookstone') which held 103,329,906 ordinary shares, being 27.91% of the
total number of ordinary shares issued and outstanding. Brookstone is wholly
owned and controlled by First Island Trust Company Ltd as Trustee of The Nodo
Trust, being a discretionary trust with a broad class of potential
beneficiaries. Patrick Quirk, father of Paul Quirk (Non-Executive Director of
the Company), is a potential beneficiary of The Nodo Trust.
Brookstone, Key Ventures Holding Ltd and Paul Quirk (Non-Executive Director of
the Company) (collectively the 'Investors'; as at 30 June 2023 their
aggregated shareholdings being 31.60% of the total number of ordinary shares
issued and outstanding) have entered into a Relationship Agreement on 18 March
2020 to regulate the relationship between the Investors and the Company on an
arm's length and normal commercial basis. In the event that Investors'
aggregated shareholdings becomes less than 30% then the Relationship Agreement
shall terminate. Key Ventures Holding Ltd is wholly owned and controlled by
First Island Trust Company Ltd as Trustee of The Sunnega Trust, being a
discretionary trust of which Paul Quirk (Non-Executive Director of the
Company) is a potential beneficiary.
10. Contingent liabilities
A number of the Company's project areas have potential net smelter return
royalty obligations, together with options for the Company to buy out the
royalty. At the current stage of development, it is not considered that the
outcome of these contingent liabilities can be considered probable or
reasonably estimable and hence no provision has been recognised in the
financial statements.
11. Capital commitments
During 2020 and 2021 the Company entered into contracts with a number of
contractors in respect of a Definitive Feasibility Study ('DFS') for the
Sanankoro Gold Project. Total estimated costs in respect of the DFS
contractors were approximately US$2,067,000. As at 30 June 2022, under the
terms of the contracts, the Company had incurred costs of approximately
US$1,990,000. The DFS was completed in 2022.
12. Events after the reporting date
Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes
issued on 13 March 2023 for a total of US$15,875,000, the holders of CLN
approved amendments to the Convertible Loan Note Instrument dated 28 February
2023 (see Note 7). These amendments resulted in the following principal
changes to the terms of the CLN:
● Maturity Date: 12 March 2024.
● Mandatory Conversion: In the event of conclusion of definitive binding
agreements in respect of senior debt for the Sanankoro Gold Project and such
agreements being unconditional:
● after 09 September 2023, at the lower of (a) US$0.0487 per ordinary
share, (b) the market price per ordinary share as at the date of the Mandatory
Conversion and (c) the price of any equity issuance by the Company in the
prior 60 days (excluding shares issued pursuant to the Company's Share Option
Scheme or pursuant to terms of any other agreement entered into prior to 13
March 2023).
● Voluntary Conversion: At the election of the holder at any time after
09 September 2023, at US$0.0487 per ordinary share.
● Early Repayment: prior to 09 September 2023, holders of CLN may elect
to request the early repayment of outstanding CLN which shall be redeemed by
the Company for par value of the principal amount of the CLN plus 5% of the
principal amount of the CLN.
The other terms of the CLN, including Coupon and Repayment, remain unchanged.
Following the above amendments to the Convertible Loan Note Instrument dated
28 February 2023 certain holders of CLN requested the early repayment of
outstanding CLN for a total principal amount of US$625,000 plus 5% premium.
Accordingly, as at the date of these condensed consolidated interim financial
statements, the Company had an unsecured obligation in relation to issued and
outstanding CLN for a total of US$15,250,000, being convertible into ordinary
shares in accordance with the Convertible Loan Note Instrument dated 28
February 2023 as amended. These CLN were issued on 13 March 2023 and have a
maturity date of 12 March 2024.
13. Approval of condensed consolidated interim financial statements
The condensed consolidated interim financial statements were approved and
authorised for issue by the board of directors of Cora Gold Limited on 22
September 2023.
**ENDS**
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