REG - Cora Gold Limited - Final Results & Notice of AGM
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RNS Number : 6140E Cora Gold Limited 18 May 2026
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
18 May 2026
Cora Gold Limited ('Cora' or 'the Company')
2025 Final Results
and
Notice of 2026 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 2025. The
Company also gives notice of its 2026 Annual General Meeting ('AGM'), which
will be held at 12.00 p.m. (United Kingdom time) on 24 June 2026 at the
offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G
9DQ, United Kingdom.
Highlights
2025 saw another year of progress for the Company, with highlights including:
Operational and Development Updates
● +1 million ounce Mineral Resource Estimate ('MRE') announced for
Sanankoro in January 2025, totalling 31.4 Mt at 1.04 g/t 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) (the '2024 MRE'). 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.
● As part of the 2025 DFS in September 2025 Cora announced an
updated Probable Reserve of 531 koz at 1.13 g/t Au based on a gold price of
US$2,200/oz. This represents a 26% increase in contained metal from the Maiden
Probable Reserve announced in 2022.
● The economic highlights of the 2025 DFS (post tax, based on a gold
price of US$2,750/oz) include:
● 65% internal rate of return ('IRR')
● US$221 million net present value with an 8% discount rate
('NPV(8)')
● 1.1 year payback period
● 10.2 years Reserve mine life
● US$67 million pa average free cash flow ('FCF') in first 5 years
● US$479 million FCF over life of mine ('LOM')
● US$948/oz LOM cash costs
● US$1,478/oz LOM all-in sustaining costs ('AISC')
● 64 koz pa average production in first 5 years
● 47 koz pa average production LOM
● US$124 million pre-production capital (including mining
pre-production and contingencies)
● Other 2025 DFS highlights include:
● Metallurgical test work confirmed an average LOM gold recovery of
90.7% through a conventional 1.5 Mtpa Carbon in Leach ('CIL') processing
plant.
● Solar hybrid power option incorporated into the plant design,
delivering savings in both operating costs at current fuel prices and carbon
emissions by reducing consumption of 40 million litres diesel over LOM.
● As part of the 2025 DFS various optimisations have been
incorporated taking greater advantage of the oxide nature of the ore at the
front end of the process flow sheet.
● Exploration work at Madina Foulbé in Senegal identified four
strong gold anomalies, each of which yielded positive results from early-stage
work with highly encouraging signs of significant underlying gold systems.
Corporate Updates
● Adam Davidson joined the board of directors of the Company (the
'Board' or the 'Board of Directors') in January 2025 when appointed as
Non-Executive Director. Adam brings extensive mining industry experience,
having co-founded and led Trident Royalties plc, a diversified mining royalty
and streaming company which was acquired by Deterra Royalties Limited in 2024.
Adam's earlier career included 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 an adviser to the Company. A
mineral geologist with over 45 years' global exploration experience, David
played a key role in defining and prioritising early-stage work programmes at
Sanankoro.
● Completed two equity fundraises during the year for combined
proceeds of GBP£2.598 million to advance Sanankoro towards construction
readiness.
Subsequent to the year end
In March 2026, Cora completed an equity fundraise for proceeds of GBP£15.707
million, through a retail offer to existing shareholders plus a strategic
investment of GBP£13.707 million by Eagle Eye Asset Holdings Pte. Ltd.
('Eagle Eye'). As a result Eagle Eye became the Company's largest shareholder
with a holding of 29.90%. Eagle Eye, a Singapore-based single-family office,
is a major strategic shareholder and funding partner for Toubani Resources
Limited (ASX:TRE), backing the development of the Kobada Gold Project in Mali,
as well as an investor in other African infrastructure and mining projects.
Alongside Eagle Eye's strategic investment, its appointee Aryann Gupta was
appointed as a Non-Executive Director of the Company. Aryann is Head of
Mergers & Acquisitions at A2MP Investments FZCO, a pioneering platform
dedicated to unlocking Africa's potential in minerals and metals processing.
On 31 March 2026 Adam Davidson took over the role of Chair of the Board of
Directors from Edward Bowie, who remains Non-Executive Director of the
Company.
Having acted as adviser to the Company with regard to Eagle Eye's strategic
investment, on 31 March 2026 H&P Advisory Limited was appointed as
financial adviser to the Company with regard to the provision of corporate
broking and research coverage services. Accordingly, both Cavendish Capital
Markets Limited (Nominated Adviser to the Company) and H&P Advisory
Limited are now brokers to the Company.
In April 2026 the Company entered into a binding term sheet with Eagle Eye for
a US$120 million gold stream (the 'Stream') to support the development of the
Sanankoro Gold Project through to production. Under the Stream, Eagle Eye will
be entitled, for the life of mine, to purchase 30.44% of gold production
(reducing to 15.22% if 50% of Stream is drawn) at a price equal to 20% of the
prevailing spot gold price. The Company retains the right, for a period of up
to 240 days following receipt of all required approvals, to replace 50% of the
Stream with traditional senior debt. Cora has appointed H&P Advisory
Limited to act as financial adviser in relation to proposed debt raising, the
focus of which is to seek to secure traditional senior debt to replace 50% of
the Stream. The binding term sheet with Eagle Eye remains subject to certain
conditions, including the negotiation and execution of definitive
documentation, and receipt of any regulatory approvals identified during due
diligence.
Adam Davidson, Chair of the Board of Directors, commented, "The participation
of Eagle Eye as a strategic investor in the Company's March 2026 fundraise
marked an important milestone for Cora. This was subsequently followed in
April 2026 by a US$120 million Stream, representing a transformational step
for the Company. Together, these financings significantly de-risk Sanankoro,
establishing a clear pathway to a fully funded development alongside existing
equity. Importantly, the flexibility within the Stream structure provides
optionality to optimise the overall financing package, including the potential
introduction of traditional debt, while retaining the Stream as a committed
construction funding solution. Eagle Eye has proven to be a highly supportive
and knowledgeable partner, and we look forward to continuing this relationship
as we progress permitting and advance the Project towards construction.
"With the robust 2025 DFS and a clear execution pathway in place, the Company
is well positioned to unlock the next phase of value at Sanankoro.
"In parallel, permitting continues to advance well, supported by ongoing
constructive engagement with the Government of Mali. As the final key
regulatory step ahead of construction, it represents one of the last stages of
de-risking as Sanankoro progresses towards development.
"We look forward to providing further updates on progress at Sanankoro and on
wider exploration activities across our portfolio.
"Finally, I'd like to thank both Cora's shareholders and stakeholders for
their continued strong support and patience throughout 2025."
2026 Annual General Meeting
The AGM will be held at 12.00 p.m. (United Kingdom time) on 24 June 2026 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 follow the proceedings of the AGM without attending in person,
the Company will provide access online via the Investor Meet Company platform
(see below). In accordance with the Company's articles of association,
shareholders following the proceedings of the AGM online will not be counted
as being present at the meeting and will not be entitled to vote.
The Board strongly advises shareholders, including those intending to view the
AGM remotely, to submit their votes by proxy prior to the AGM. Shareholders
who have submitted a proxy may still attend the AGM in person or follow the
proceedings online. By submitting a proxy shareholders know that their votes
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)
Shareholders who wish to view the AGM remotely should register for the event
in advance via the following link:
www.investormeetcompany.com/cora-gold-limited/register-investor
(http://www.investormeetcompany.com/cora-gold-limited/register-investor)
The Board welcomes questions from the Company's shareholders at its general
meetings. Questions can be submitted up until 12.00 p.m. (United Kingdom time)
on 19 June 2026 via the Investor Meet Company platform or submitted at any
time during the AGM itself.
The Company's Notice of AGM and Forms of Proxy will be dispatched to
shareholders shortly and will be available on the website at www.coragold.com
(http://www.coragold.com) .
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcement.
**ENDS**
For further information, please visit www.coragold.com
(http://www.coragold.com) or contact:
Bert Monro Cora Gold Limited info@coragold.com
Craig Banfield
Derrick Lee Cavendish Capital Markets Limited +44 (0) 20 7220 0500
Pearl Kellie (Nomad & Broker)
Matt Hasson H&P Advisory Limited +44 (0)20 7907 8500
Franck Nganou (Broker)
Susie Geliher St Brides Partners cora@stbridespartners.co.uk
Charlotte Page (Financial PR)
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, Cora's primary focus is on developing the Sanankoro Gold
Project in the Yanfolila Gold Belt in south Mali into an open pit oxide mine.
Cora has a Probable Reserve of 531 koz at 1.13 g/t Au (US$2,200/oz Au pit
shell design). The 2025 Definitive Feasibility Study showed that the Project
has strong economic fundamentals, including 65% IRR post tax, US$221 million
NPV(8) post tax, US$479 million Free Cash Flow over life of mine and all-in
sustaining costs of US$1,478/oz based on a gold price of US$2,750/oz.
The Company is advancing the permitting process with the Government of Mali
such that having secured binding finance agreement to fully fund the mine
development then transition into construction can happen as quickly as
possible. In parallel, the Company continues to pursue value-enhancing
opportunities across its portfolio and has identified largescale gold
mineralisation potential at the Madina Foulbé exploration permit, located
within the Mako Gold Belt of the Kédougou-Kéniéba Inlier in eastern
Senegal.
Chairman's Statement
Sanankoro is an exceptional project, well positioned to become a significant
new high-margin open pit oxide gold mine. We are delighted to have
meaningfully increased the Project's reserves, with an initial 10-year mine
life, from minimal drilling. The updated reserves and enhanced 2025 DFS
significantly improve upon the previous 2022 DFS, highlighting both the
progress we have made in advancing the asset, as well as the opportune time to
be developing a gold project of Sanankoro's calibre.
With gold currently trading at over US$4,500/oz Sanankoro's economics are
expected to be stronger than those modelled in the 2025 DFS (see above).
Additionally, there remains significant upside from pit-optimised inferred
resources. Under a Management Plan in which the inferred resource was modelled
using the same parameters as the reserves, an additional 173 koz of gold could
be added to the life of mine, subject to infill drilling to convert these
ounces to reserves. More broadly, Sanankoro retains substantial exploration
potential beyond the current resource base.
The 2025 DFS fully incorporates the impact of the new 2023 Mining Code across
capex, opex and local content requirements. This includes, among other
changes, design modifications to the tailings storage facility that have
increased capital costs. In this context, the Project's ability to deliver
strong returns is a clear testament to its robustness.
Looking ahead, our focus is on concluding the permitting process to enable
completion of financing and commencement of construction. We look forward to
updating investors on progress with this in the near term.
Future Potential at Sanankoro
Subsequent to the announcement of the 2022 MRE for a total of 24.9 Mt at 1.15
g/t Au for 920 koz, an exploration target estimate ('Exploration Target') for
the wider Sanankoro Gold Project was completed in 2022. The Exploration Target
comprises a total of 12 areas, all within 8 km of existing pits, with three
areas (being Target 3, Target 5 & 6, and Selin-Bokoro West Extension)
responsible for over 50% of the Exploration Target. The Exploration Target,
which is in addition to the 2022 MRE, is estimated to contain 26.0 Mt - 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. Proving up this Exploration Target has the
potential to add significantly to the resource and possible mining inventory.
Adam Davidson
Non-Executive Director & Chair of the Board of Directors
15 May 2026
Consolidated Statement of Financial Position
as at 31 December 2025
All amounts stated in thousands of United States dollar
2025 2024
Note(s) US$'000 US$'000
Non-current assets
Intangible assets 10 26,706 25,180
________ ________
Current assets
Trade and other receivables 11 34 36
Cash and cash equivalents 12 1,533 879
________ ________
1,567 915
________ ________
Total assets 28,273 26,095
________ ________
Current liabilities
Trade and other payables 13 (159) (216)
________ ________
Total liabilities (159) (216)
________ ________
Net current assets 1,408 699
________ ________
Net assets 28,114 25,879
________ ________
Equity and reserves
Share capital 16 37,204 33,813
Retained deficit (9,090) (7,934)
________ ________
Total equity 28,114 25,879
________ ________
The consolidated financial statements were approved and authorised for issue
by the board of directors of Cora Gold Limited on 15 May 2026 and were signed
on its behalf by
Robert Monro
Chief Executive Officer & Director
15 May 2026
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
All amounts stated in thousands of United States dollar (unless otherwise
stated)
2025 2024
Note(s) US$'000 US$'000
Expenses
Overhead costs 6 (1,447) (1,278)
Finance costs 14 - (37)
________ ________
(1,447) (1,315)
________ ________
Other income
Interest income 7 1 220
________ ________
1 220
________ ________
Loss before income tax (1,446) (1,095)
Income tax 8 - -
________ ________
Loss for the year (1,446) (1,095)
Other comprehensive income - -
________ ________
Total comprehensive loss for the year (1,446) (1,095)
________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 9 (0.0030) (0.0025)
________ ________
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'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)
________ ________ ________
Conversion of convertible loan notes to
ordinary shares 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 33,813 (7,934) 25,879
________ ________ ________
As at 01 January 2025 33,813 (7,934) 25,879
________ ________ ________
Loss for the year - (1,446) (1,446)
________ ________ ________
Total comprehensive loss for the year - (1,446) (1,446)
________ ________ ________
Proceeds from shares issued 3,407 - 3,407
Issue costs (16) - (16)
Share based payments - share options - 290 290
________ ________ ________
Total transactions with owners, recognised directly in equity
3,391 290 3,681
________ ________ ________
As at 31 December 2025 37,204 (9,090) 28,114
________ ________ ________
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
All amounts stated in thousands of United States dollar
2025 2024
Note(s) US$'000 US$'000
Cash flows from operating activities
Loss for the year (1,446) (1,095)
Adjustments for:
Share based payments - share options 16 290 47
Finance costs 14 - 37
Decrease in trade and other receivables 2 49
Decrease in trade and other payables (57) (38)
________ ________
Net cash used in operating activities (1,211) (1,000)
________ ________
Cash flows from investing activities
Additions to intangible assets 10 (1,526) (1,345)
________ ________
Net cash used in investing activities (1,526) (1,345)
________ ________
Cash flows from financing activities
Proceeds from shares issued 16 3,407 -
Issue costs 16 (16) (7)
Repayment of convertible loan notes - principal amount 14 - (12,971)
Repayment of convertible loan notes - finance costs 14 - (649)
________ ________
Net cash generated from / (used in) financing activities 3,391 (13,627)
________ ________
Net increase / (decrease) in cash and cash equivalents 654 (15,972)
Cash and cash equivalents at beginning of year 12 879 16,851
________ ________
Cash and cash equivalents at end of year 12 1,533 879
________ ________
Notes to the Consolidated Financial Statements
for the year ended 31 December 2025
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 Company's
and 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 2025
New standards and amendments to standards and interpretations which were
effective for the financial period beginning on or after 01 January 2025 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 on or after 01 January 2025 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
IFRS 18: Presentation and Disclosure in Financial Statements 01 January 2027
Amendments to IFRS 9 and IFRS 7: Financial Instruments: Disclosures: 01 January 2026
Classification and Measurement of Financial Instruments
Annual Improvements to IFRS Standards - Volume 11 01 January 2026
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 2025 and 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
Banankabougou, Rue 601, Bollé II-Zone III- SEMA, 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
Banankabougou, Rue 601, Bollé II-Zone III- SEMA, 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
Banankabougou, Rue 601, Bollé II-Zone III- SEMA, Bamako, Republic of Mali);
and
● Cora Resources Mali SARL (registered in the Republic of Mali; the
address of its registered office is Banankabougou, Rue 601, Bollé II-Zone
III- SEMA, Bamako, Republic of Mali) was a wholly owned subsidiary of
Sankarani Ressources SARL.
The remaining 5% of Sankarani Ressources SARL can be purchased from a third
party for US$1 million.
2.3. Interest in jointly controlled entities
Joint venture arrangements that involve the establishment of a separate entity
in which each venturer has joint control are referred to as jointly controlled
entities. The results and assets and liabilities of jointly controlled
entities are included in these financial statements for the period using the
equity method of accounting.
2.4. Going concern
As part of the updated Definitive Feasibility Study for the Sanankoro Gold
Project in Mali (completed in September 2025) 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 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 texts, the mining administration can receive for processing
applications:
· to renew exploration permits and mining permits;
· for transition from the exploration phase to the mining phase; and
· for the transfer of mining permits.
This partial lifting of the moratorium does not apply to applications for the:
· issuance of new permits; or
· transfer of exploration permits.
The Company is actively engaging with the mining administration in Mali with a
view to being issued a mining permit for the Sanankoro Gold Project and, in
due course, construction will commence.
The directors are confident in the ability of the Company to fund working
capital requirements over the 12-month period from the date of approval of
these financial statements (the 'Going Concern Period'), using its current
balance of cash and cash equivalents. The forecasts demonstrate that in the
event that development of the Sanankoro Gold Project:
o is deferred, then the Group has the ability to meet all ongoing working
capital requirements and committed payments during the Going Concern Period in
order to undertake all the planned discretionary exploration, evaluation and
development activities.
o continues, then:
§ the Group has the ability to meet all ongoing working capital requirements
and committed payments during the Going Concern Period in order to undertake
all the planned discretionary exploration, evaluation and development
activities; and
§ subject to being issued a mining permit, the directors are confident in the
ability of the Group to complete secured debt finance in relation to the
Sanakoro Gold Project and, if necessary, raise additional funding when
required from the issue of equity or the sale of assets.
Any delays in the timing and / or quantum of raising and / or securing
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 of the Company (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 Financial Instruments. 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. Convertible loan notes
The convertible loan notes, convertible into ordinary shares in the capital of
the Company, issued during the year ended 31 December 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 and held at amortised cost in accordance with IFRS 9
Financial 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. The finance costs of the premium due upon
repayment of convertible loan notes are accrued over the term of the
convertible loan notes and recognised in the consolidated statement of
comprehensive income and in retained (deficit) / earnings.
2.12. 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.
2.13. Reserves
Retained (deficit) / earnings - the retained (deficit) / earnings reserve
includes all current and prior periods retained profit and losses, and share
based payments.
2.14. 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.
Convertible loan notes are held at amortised cost in accordance with IFRS 9
Financial Instruments. The finance costs of the premium due upon repayment of
convertible loan notes are accrued over the term of the convertible loan
notes.
Financial liabilities are de-recognised when the Group's contractual
obligations expire or are discharged or cancelled.
2.15. 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.
2.16. 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.
2.17. 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.
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.
Fair value is measured by use of an appropriate pricing model. The Company has
adopted the Black-Scholes Model for this purpose.
The cost of share based payments is recognised in the consolidated statement
of comprehensive income and in retained (deficit) / earnings.
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:
Carrying value of intangible assets (see Note 10)
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. In accordance with the impairment indicators set out in IFRS 6
Exploration for and Evaluation of Mineral Resources, 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 West Africa, with operations managed on a
project by project basis. Activities outside of Africa are corporate 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:
Africa Corporate Total
US$'000 US$'000 US$'000
Year ended 31 December 2025
Overhead costs 125 1,322 1,447
Interest income - (1) (1)
_______ _______ _______
Loss from operations per reportable segment 125 1,321 1,446
_______ _______ _______
As at 31 December 2025
Reportable segment assets 26,794 1,479 28,273
Reportable segment liabilities (44) (115) (159)
_______ _______ _______
Africa Corporate Total
US$'000 US$'000 US$'000
Year ended 31 December 2024
Overhead costs 229 1,049 1,278
Finance costs - 37 37
Interest income - (220) (220)
_______ _______ _______
Loss from operations per reportable segment 229 866 1,095
_______ _______ _______
As at 31 December 2024
Reportable segment assets 25,226 869 26,095
Reportable segment liabilities (159) (57) (216)
_______ _______ _______
6. Expenses by nature
2025 2024
US$'000 US$'000
Employees' and directors' remuneration (see below) 768 689
Legal and professional 168 167
Consultants 95 165
General administration 64 77
Auditor's remuneration (see below) 63 56
Travel 11 29
Investor relations and conferences 54 17
_______ _______
1,223 1,200
Share based payments - share options 290 47
Foreign exchange (gain) / loss (66) 31
_______ _______
Overhead costs 1,447 1,278
_______ _______
Employees' and directors' remuneration
The average monthly number of employees and directors was as follows:
2025 2024
Non-executive directors 4 4
Employees 15 15
_______ _______
Total average number of employees and directors 19 19
_______ _______
Employees' and directors' remuneration comprised:
2025 2024
US$'000 US$'000
Wages and salaries 935 853
Non-executive directors' fees 190 166
Social security costs 132 113
Pension contributions 21 19
_______ _______
Total employees' and directors' remuneration 1,278 1,151
Capitalised to project costs (intangible assets) (510) (462)
_______ _______
Employees' and directors' remuneration expensed 768 689
_______ _______
Auditor's remuneration
Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect
of audit services were as follows:
2025 2024
US$'000 US$'000
Audit fees: audit of the Group and the Company's financial statements
63 56
_______ _______
7. Other income
2025 2024
US$'000 US$'000
Interest income from short-term deposits 1 220
_______ _______
1 220
_______ _______
8. Income tax
The Company is tax resident in the British Virgin Islands, where corporate
profits are taxed at 0%. The Group's subsidiaries in Mali are taxed at 30%.
For the years ended 31 December 2025 and 2024 no current or deferred tax
arose, and no deferred tax asset has been recognised due to the uncertainty of
future taxable profits.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise as follows:
2025 2024
US$'000 US$'000
Loss before tax (1,446) (1,095)
_______ _______
Tax at standard rate of 0% (2024: 0%) - -
_______
_______
9. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
2025 2024
US$'000 US$'000
Net loss attributable to equity shareholders (1,446) (1,095)
_______ _______
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 477,237 436,279
_______ _______
Basic and fully diluted earnings per share
(United States dollar) (0.0030) (0.0025)
_______ _______
As at 31 December 2025 and 2024 the Company's issued and outstanding capital
structure comprised a number of ordinary shares, warrants and share options
(see Note 16).
10. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 31 December 2025 and 2024, less impairment.
2025 2024
US$'000 US$'000
As at 01 January 25,180 23,835
Additions 1,526 1,345
_______
_______
As at 31 December 26,706 25,180
_______ _______
Additions to project costs during the years ended 31 December 2025 and 2024
were in the following geographical areas:
2025 2024
US$'000 US$'000
Mali 1,438 887
Senegal 88 458
_______ _______
Additions to projects costs 1,526 1,345
_______ _______
Project costs capitalised as at 31 December 2025 and 2024 related to the
following geographical areas:
2025 2024
US$'000 US$'000
Mali 25,628 24,190
Senegal 1,078 990
_______ _______
As at 31 December 26,706 25,180
_______ _______
Intangible assets relating to exploration and evaluation project costs
capitalised as at 31 December 2025 and 2024 related to:
● in Mali, the Bokoro II, Bokoro Est, Dako II, Kodiou and Sanankoro II
permits in the Sanankoro Project Area; and
● in Senegal, the Madina Foulbé permit in the Madina Foulbé Project
Area.
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 3 years which, at the request of the permit holder,
can subsequently be renewed twice with the duration of each renewal period
being 3 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 texts, 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.
11. Trade and other receivables
2025 2024
US$'000 US$'000
Other receivables 10 4
Prepayments and accrued income 24 32
_______ _______
34 36
_______ _______
12. Cash and cash equivalents
Cash and cash equivalents held as at 31 December 2025 and 2024 were in the
following currencies:
2025 2024
US$'000 US$'000
British pound sterling (GBP£) 1,342 43
United States dollar (US$) 111 796
CFA franc (XOF) 79 39
Euro (EUR€) 1 1
_______ _______
1,533 879
_______ _______
As at 31 December 2025 cash and cash equivalents held include collateralised
amounts totalling XOF33,042,360 (approximately US$59,000) held by a Malian
bank in relation to irrevocable guarantees issued by the bank to the State of
Mali (see Note 18).
External ratings of cash at bank and short-term deposits (source: Moody's
(www.moodys.com) Short Term Deposit Rating) as at 31 December 2025 and 2024
were as follows:
2025 2024
US$'000 US$'000
P-1 1,520 858
No rating (see below) 6 14
_______ _______
1,526 872
_______ _______
As at 31 December 2025 and 2024 balances of cash at bank and short-term
deposits held with banks in Mali for which Moody's does not provide a rating
totalled approximately US$6,000 and approximately US$14,000 respectively.
13. Trade and other payables
2025 2024
US$'000 US$'000
Trade payables 11 -
Other payables 9 6
Accruals 139 210
_______ _______
159 216
_______ _______
14. 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' 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 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 16). 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 year ended 31 December 2024 were US$36,575.
Movements in CLN and related finance costs during the year ended 31 December
2024 were as follows:
Principal amount Finance costs
US$'000 US$'000 Total
US$'000
As at 01 January 2024 15,250 612 15,862
Conversion to ordinary shares (2,279) - (2,279)
Finance costs - 5% premium - 37 37
Repayment (12,971) (649) (13,620)
_______ _______ _______
As at 31 December 2024 - - -
_______ _______ _______
There were no issued and outstanding Convertible Loan Notes as at 31 December
2025 or 2024.
15. Financial instruments
2025 2024
US$'000 US$'000
Financial assets at amortised cost
Trade and other receivables 10 4
Cash and cash equivalents 1,533 879
_______ _______
1,543 883
_______ _______
Financial liabilities at amortised cost
Trade and other payables 159 216
_______ _______
159 216
_______ _______
16. Share capital
The Company is authorised to issue an unlimited number of no par value shares
of a single class.
During the year ended 31 December 2024:
· in February 2024 the holders of outstanding Convertible Loan Notes
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 Convertible Loan Notes issued on 13 March 2023
converted an aggregate amount of US$2,278,500 of Convertible Loan Notes for
81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278 per
ordinary share. The Conversion was completed on 12 March 2024 (see Note 14).
Certain directors of the Company participated in the Conversion (see Note 20).
In addition, on 12 March 2024 issued and outstanding Convertible Loan Notes
for a total of US$12,971,500 matured. The Company repaid the principal amount
of the outstanding Convertible Loan Notes totalling US$12,971,500 plus the 5%
premium (see Note 14). Certain directors of the Company were party to this
repayment (see Note 20). As a result of this repayment the Company no longer
had an unsecured obligation in relation to issued and outstanding Convertible
Loan Notes.
As at 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 year ended 31 December 2025:
o 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 'April 2025
Fundraise'). Each ordinary share subscribed in the April 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 April 2025 Fundraise (see Note 20); and
§ the board of directors granted 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.
o on 12 October 2025 share options over 4,300,000 ordinary shares in the
capital of the Company exercisable at 10 pence (British pound sterling) per
ordinary share expired.
o on 22 December 2025 the Company closed a subscription for 17,466,661
ordinary shares in the capital of the Company at a price of 6 pence (British
pound sterling) per ordinary share for total gross proceeds of
GBP£1,047,999.66 (the 'December 2025 Fundraise'). Certain directors of the
Company participated in the December 2025 Fundraise (see Note 20).
As at 31 December 2025 the Company's issued and outstanding capital structure
comprised:
· 502,269,011 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 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, 25% of any share options
granted vest on the later of (i) the date of grant or (ii) the date of
appropriate authority provided by the shareholders, and a further 25% of the
share options vest on each of the 6-month, 12-month and 18-month anniversaries
thereafter. As at 31 December 2025 vested share options comprised:
· 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 9,575,000 ordinary shares in the capital of the
Company exercisable at 6.25 pence (British pound sterling) per ordinary share
expiring on 01 April 2030, with a further 4,787,500 vesting on each of 01
April and 01 October 2026.
Movements in capital during the years ended 31 December 2025 and 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 31 December 2024
452,178,145 - 4,300,000 5,050,000 13,350,000 - 33,813
Subscriptions 50,090,866 32,624,205 - - - - 3,407
Issue costs - - - - - - (16)
Granting of share options - - - - - 19,150,000 -
Expiry of share options - - (4,300,000) - - - -
__________ __________ _________ _________ _________ _________ ________
As at 31 December 2025 502,269,011 32,624,205 - 5,050,000 13,350,000 19,150,000 37,204
__________ __________ _________ _________ _________ _________ ________
The fair value of share options has been calculated using the Black-Scholes
Model, the inputs into which were as follows:
o 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%.
o 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 years ended 31 December 2025 and 2024 as follows:
2025 2024
US$'000 US$'000
Share based payments - share options 290 47
_______ _______
290 47
_______ _______
17. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 31 December 2025, the Company's largest shareholder, Brookstone Business
Inc ('Brookstone') held 156,169,865 ordinary shares (being 31.09% 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') 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. 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. In
the event that the Investors' aggregated shareholding becomes less than 30%
then the relationship agreement shall terminate. As at 31 December 2025 the
Investors' aggregated shareholding was 34.00% of the total number of ordinary
shares issued and outstanding. See Note 21.
18. Contingent liabilities
In relation to the initial award or interim renewal of an exploration permit
in Mali the 2023 Mining Code states that the permit holder is required to
provide the State of Mali with a bond ('Exploration Bond') issued by a local
financial institution. The value of the Exploration Bond must be at least 20%
of the total amount of estimated costs for planned work programmes over the
initial or interim 3-year term of the exploration permit (the 'Planned
Costs'). In the event that:
· there are delays or failures in the completion of planned work
programmes; or
· there is unrepaired environmental damage; or
· there are inaccuracies in technical reports submitted to the
authorities
then the State of Mali may claim amounts in respect of such matters (the
'Shortfall') from the related Exploration Bond.
During the year ended 31 December 2025 a number of irrevocable guarantees as
Exploration Bonds were issued by a Malian bank to the State of Mali in
relation to exploration permits for Sanankoro II and Bokoro II. As at the date
of these consolidated financial statements the issuance of the relevant
exploration permit for each of Sanankoro II and Bokoro II is outstanding.
As at 31 December 2025 the value of Exploration Bonds and amounts held as
collateral by the Malian bank in relation to such Exploration Bonds were as
follows:
Exploration Bond value Collateralised amount
3-year term Planned Costs XOF XOF
expiring ^ XOF
Sanankoro II 01 March 2027 436,856,000 87,371,200 26,211,360
Bokoro II 03 September 2028 113,850,000 22,770,000 6,831,000
__________ __________ __________
550,706,000 110,141,200 33,042,360
( ) __________ __________ __________
^ dates to be confirmed upon issuance of the relevant
exploration permits
The United States dollar equivalent of the above amounts is as follows:
Exploration Bond value Collateralised amount
Planned Costs US$'000 US$'000
US$'000
Sanankoro II 782 156 47
Bokoro II 204 41 12
__________ __________ __________
986 197 59
__________ __________ __________
The amount of any potential Shortfall cannot be determined until the related
exploration permit expires. At the current stage, 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.
A number of the Company's project areas have potential obligations, including
potential net smelter return royalty obligations, together with options for
the Company to buy out the royalty, and potential gold stream obligations. 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.
19. Capital commitments
There were no capital commitments as at 31 December 2025 or 2024.
20. Related party transactions
During the year ended 31 December 2025:
o 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.
Each ordinary share subscribed in the April 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. The following directors of the Company participated in the
April 2025 Fundraise:
§ Edward Bowie (Non-Executive Director of the Company & Chair of the
Board) subscribed for 105,263 ordinary shares for total gross proceeds of
GBP£5,000;
§ Adam Davidson (Non-Executive Director of the Company) subscribed for
404,210 ordinary shares for total gross proceeds of GBP£19,199.98;
§ Robert Monro (Chief Executive Officer & Director of the Company)
subscribed for 242,105 ordinary shares for total gross proceeds of
GBP£11,499.99; and
§ Key Ventures Holding Ltd subscribed for 404,210 ordinary shares for total
gross proceeds of GBP£19,199.98. 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.
o on 22 December 2025 the Company closed a subscription for 17,466,661
ordinary shares in the capital of the Company at a price of 6 pence (British
pound sterling) per ordinary share for total gross proceeds of
GBP£1,047,999.66. The following directors of the Company participated in the
December 2025 Fundraise:
§ Edward Bowie (Non-Executive Director of the Company & Chair of the
Board) subscribed for 166,666 ordinary shares for total gross proceeds of
GBP£9,999.96;
§ Adam Davidson (Non-Executive Director of the Company) subscribed for
166,666 ordinary shares for total gross proceeds of GBP£9,999.96; and
§ Robert Monro (Chief Executive Officer & Director of the Company)
subscribed for 166,666 ordinary shares for total gross proceeds of
GBP£9,999.96.
During the year ended 31 December 2024, on 12 March 2024:
o certain holders of outstanding Convertible Loan Notes issued on 13 March
2023 converted an aggregate amount of US$2,278,500 of Convertible Loan Notes
for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278
per ordinary share. The following directors of the Company participated in the
Conversion:
§ Edward Bowie (Non-Executive Director of the Company & Chair of the
Board) converted an amount of US$3,000 of CLN for 107,913 ordinary shares;
§ Andrew Chubb (Non-Executive Director of the Company) converted an amount of
US$3,000 of CLN for 107,913 ordinary shares; and
§ Robert Monro (Chief Executive Officer & Director of the Company)
converted an amount of US$4,500 of CLN for 161,870 ordinary shares.
o 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). The following directors
of the Company were party to this repayment:
§ Edward Bowie (Non-Executive Director of the Company & Chair of the
Board) was repaid the principal amount of outstanding CLN totalling US$17,000
plus the 5% premium (being US$850);
§ Andrew Chubb (Non-Executive Director of the Company) was repaid the
principal amount of outstanding CLN totalling US$17,000 plus the 5% premium
(being US$850); and
§ Robert Monro (Chief Executive Officer & Director of the Company) was
repaid the principal amount of outstanding CLN totalling US$25,500 plus the 5%
premium (being US$1,275).
21. Events after the reporting date
On 30 March 2026 the Investors (see Note 17) entered into a new relationship
agreement with the Company (the 'Investors Relationship Agreement'), replacing
the relationship agreement entered into by the Investors and the Company on 18
March 2020. In the event that the Investors' aggregated shareholding becomes
less than 10% then the Investors Relationship Agreement shall terminate. As at
the date of these consolidated financial statements the Investors' aggregated
shareholding was 22.32% of the total number of ordinary shares issued and
outstanding.
On 31 March 2026 the Company closed a subscription (the 'Subscription') by
Eagle Eye Asset Holdings Pte. Ltd. ('Eagle Eye') for 228,452,356 ordinary
shares in the capital of the Company at a price of 6 pence (British pound
sterling) per ordinary share for total gross proceeds of GBP£13,707,141.36.
Concurrent with the Subscription the Company closed a retail offering for
33,333,333 ordinary shares in the capital of the Company at a price of 6 pence
(British pound sterling) per ordinary share for total gross proceeds of
GBP£1,999,999.98. Upon closing of the Subscription Eagle Eye became the
Company's largest shareholder, holding 228,452,356 ordinary shares (being
29.90% of the total number of ordinary shares issued and outstanding). In
relation to the Subscription by Eagle Eye, the Company paid a total of
GBP£685,900.99 to H&P Advisory Limited, being a fee of GBP£685,357.07
plus out of pocket expenses of GBP£543.92. In addition, with effect from 31
March 2026 the Company appointed H&P Advisory Limited to act as financial
adviser with regard to the provision of corporate broking services and
research coverage services for an annual fee of GBP£40,000. Andrew Chubb
(Non-Executive Director of the Company) is a director of H&P Advisory
Limited.
With effect from 31 March 2026 Eagle Eye entered into a relationship agreement
with the Company to regulate the relationship between the Eagle Eye and the
Company (the 'Eagle Eye Relationship Agreement') on an arm's length and normal
commercial basis. In the event that the Eagle Eye's shareholding becomes less
than 10% then the Eagle Eye Relationship Agreement shall terminate.
On 31 March 2026 the Board granted share options over 28,150,000 ordinary
shares in the capital of the Company exercisable at 8 pence (British pound
sterling) per ordinary share expiring on 31 March 2031.
On 16 April 2026 the Company entered into a binding term sheet with Eagle Eye
for a US$120 million gold stream (the 'Stream') to support the development of
the Sanankoro Gold Project through to production. Under the Stream, Eagle Eye
will be entitled, for the life of mine, to purchase 30.44% of gold production
(reducing to 15.22% if 50% of Stream is drawn) at a price equal to 20% of the
prevailing spot gold price. The Company retains the right, for a period of up
to 240 days following receipt of all required approvals, to replace 50% of the
Stream with traditional senior debt. The binding term sheet remains subject to
certain conditions, including the negotiation and execution of definitive
documentation, and receipt of any regulatory approvals identified during due
diligence. In the event that the Stream transaction does not complete then
Eagle Eye shall be entitled to a residual stream equal to 2.5% of all gold
produced by the Sanankoro mine and the related process plant. In relation to
the Stream, the Company paid a fee of US$4.8 million to Eagle Eye and, in
addition, could be required to reimburse costs of up to US$500,000 to Eagle
Eye. In the event that the Company extends its right to replace 50% of the
Stream with traditional senior debt beyond 120 days following receipt of all
required approvals (up to a maximum of 240 days following receipt of all
required approvals) then further fees for each of up to four additional
periods of 30 days would become payable to Eagle Eye, with such further fees
being in aggregate up to US$4 million. Eagle Eye is a Monetary Authority of
Singapore registered single-family office, managing the investment portfolios
of the founding and promoter family, of which Aryann Gupta (Non-Executive
Director of the Company) is a family member. Eagle Eye is established as a
trust, of which Aryann Gupta (Non-Executive Director of the Company) is a
beneficiary.
On 17 April 2026 share options were exercised over 1,000,000 ordinary shares
in the capital of the Company at a price of 4 pence (British pound sterling)
per ordinary share expiring on 13 March 2028 for total gross proceeds of
GBP£40,000.
On 22 April 2026 the Company appointed H&P Advisory Limited to act as
financial adviser in relation to proposed debt raising for the purposes of the
Sanankoro Gold Project. The focus of this exercise is to seek to replace 50%
of the Stream with traditional senior debt. The monthly retainer fee for this
appointment is US$10,000 or US$15,000 depending upon the phase of the debt
raising. A success fee comprising 0.25% of the Stream plus 1.5% of all other
debt funds raised (excluding the Stream) will be payable upon Cora entering
into definitive documentation in connection with the Stream and the other debt
funds. Andrew Chubb (Non-Executive Director of the Company) is a director of
H&P Advisory Limited.
As at the date of these consolidated financial statements:
o the Company's issued and outstanding capital structure comprised:
§ 765,054,700 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 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 12,350,000 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; and
§ share options over 28,150,000 ordinary shares in the capital of the Company
exercisable at 8 pence (British pound sterling) per ordinary share expiring on
31 March 2031.
o Eagle Eye, the Company's largest shareholder, held 228,452,356 ordinary
shares (being 29.86% of the total number of ordinary shares issued and
outstanding).
**ENDS**
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Cora Gold
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