REG - Cora Gold Limited - Final Results and Notice of AGM
20/05/2024 07:00
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RNS Number : 9783O Cora Gold Limited 20 May 2024
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
20 May 2024
Cora Gold Limited ('Cora' or the 'Company')
2023 Final Results
and
Notice of Annual General Meeting
Cora Gold Limited, the West African focused gold company, is pleased to
announce its final audited results for the year ended 31 December 2023. The
Company also gives notice of its Annual General Meeting ('AGM'), which will be
held at 12.00 p.m. on the 26 June 2024 at the offices of Hannam &
Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom and
online.
Highlights
In March 2023 Cora closed a fundraising for aggregate investments of US$19.803
million, comprising US$3.928 million for ordinary shares in the capital of the
Company plus US$15.875 million for convertible loan notes ('CLN' or
'Convertible Loan Notes'). In September 2023 the maturity date of the CLN was
extended to 12 March 2024 and certain holders of CLN totalling US$0.625
million elected for early repayment along with a 5% premium thereon.
Operationally, Cora remains focused on transitioning its Sanankoro Gold
Project in south Mali ('Sanankoro' or the 'Project') into a producing mine. In
support of this, in 2023 a number of key management personnel were appointed
and the construction tender process commenced.
In June 2023 Cora 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 to support funding the development of Sanankoro.
Post year end, in February 2024, following an amendment to the underlying
Convertible Loan Note Instrument, certain CLN holders voluntarily converted
CLN totalling US$2.279 million into ordinary shares in the capital of the
Company, strengthening the Group's working capital position. On 12 March 2024
outstanding CLN totalling US$12.971 million matured and the Company made
repayment of such amount plus a 5% premium thereon.
Bert Monro, CEO of Cora, commented: "Our focus at Sanankoro is on its
transition into a producing mine. In 2023 a number of key management personnel
were appointed and the construction tender process commenced in support of
this.
"Looking ahead, we look forward to providing further updates on progress at
Sanankoro, including submission of the application for a mining permit once
the moratorium on issuing permits is lifted. We also look forward to sharing
updates on wider exploration activities across our permits, including the
reconnaissance drill programme at Madina Foulbé in east Senegal announced on
08 April 2024.
"Finally, I'd like to thank both Cora's shareholders and stakeholders for
their continued strong support and patience throughout 2023."
Annual General Meeting
The AGM will be held at 12.00 p.m. (United Kingdom time) on 26 June 2024 at
the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London,
W1G 9DQ, United Kingdom plus, in the interest of allowing as many shareholders
as possible to attend, the AGM will also take place online. There are two ways
in which attendees may join the AGM online:
Option 1 By dial in. Use one of the telephone
numbers and Meeting ID set out below:
● telephone number:
+44-(0)20-3481-5240
+44-(0)131-460-1196
+44-(0)330-088-5830
● other local telephone numbers: https://us02web.zoom.us/u/kcgol1Pu4r
(https://us02web.zoom.us/u/kcgol1Pu4r)
● Meeting
ID:
846 4928 5477 #
Option 2 Over the internet. This requires the use of
a device (computer, laptop, tablet or smartphone) connected to the internet.
The device will need to have video switched on for the attendee to be seen,
and speakers and microphone capability activated in order to be able to speak.
Use the hyperlink set out below:
● hyperlink:
https://us02web.zoom.us/j/84649285477 (https://us02web.zoom.us/j/84649285477)
Shareholders should note that if they elect to attend the AGM online using
Option 1 above they will not, in accordance with the articles of association
of the Company, be counted as being present at the meeting and will not be
entitled to vote. The Company's board of directors (the 'Board' or the 'Board
of Directors') strongly advises shareholders who wish to attend online to use
Option 2 above and ensure their video, microphone and speakers are switched
on.
The Board strongly advises shareholders to submit their votes by proxy prior
to the AGM. Shareholders who have submitted a proxy may still attend the AGM.
However, submitting a proxy means shareholders know that their vote will be
counted. Copies of proxy forms (both Form of Proxy and Form of Instruction)
can be downloaded via the Company's website at
www.coragold.com/category/company-reports
(http://www.coragold.com/category/company-reports) .
The Company always welcomes questions from its shareholders at its general
meetings. On this occasion the Board would rather shareholders submit their
questions beforehand in order that the Board may ensure questions are answered
either at the AGM or afterwards. Questions should be submitted by email to
secretary@coragold.com (mailto:secretary@coragold.com) no later than 12.00
p.m. (United Kingdom time) on 21 June 2024.
The Company's Notice of AGM and Forms of Proxy will be dispatched to
shareholders shortly and will be available on the website at
https://www.coragold.com (https://www.coragold.com) .
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcement.
**ENDS**
For further information, please visit http://www.coragold.com
(http://www.coragold.com/) or contact:
Bert Monro Cora Gold Limited info@coragold.com (mailto:info@coragold.com)
Craig Banfield
Derrick Lee Cavendish Capital Markets Limited +44 (0)20 7220 0500
Pearl Kellie
(Nomad & Broker)
Susie Geliher St Brides Partners cora@stbridespartners.co.uk (mailto:cora@stbridespartners.co.uk)
Isabelle Morris
(Financial PR)
Charlotte Page
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 Oxide Reserve of 422koz at
1.3 g/t Au, the Project has strong economic fundamentals, including 52% IRR,
US$234 million Free Cash Flow over life of mine and all-in sustaining costs of
US$997/oz.
CHAIR'S STATEMENT
I am pleased to present the Annual Report of Cora Gold Limited ('Cora' or 'the
Company') and its subsidiaries (together the 'Group') for the year ended 31
December 2023.
Cora is a gold company focused on two world class gold regions in Mali and
Senegal in West Africa, being the Yanfolila Gold Belt (south Mali) and the
Kédougou-Kéniéba Inlier gold belt (also known as the 'Kenieba Window'; west
Mali / east Senegal).
The strategy of the Company is, through systematic exploration, to discover,
delineate and develop economic ore bodies. Historical exploration has resulted
in the highly prospective Sanankoro Gold Discovery ('Sanankoro', 'Sanankoro
Gold Project' or the 'Project') in the Yanfolila Gold Belt. Cora's highly
experienced and successful management team has a proven track record in making
multi-million ounce gold discoveries which have been developed into operating
mines. Cora's primary focus is on further developing its flagship Sanankoro
Gold Project, which the Company believes has the potential for a standalone
mine development.
Highlights
2023 saw another year of progress for the Company, with highlights including:
● In March 2023 Cora closed a fundraising for aggregate investments
of US$19.803 million, comprising US$3.928 million for ordinary shares in the
capital of the Company plus US$15.875 million for convertible loan notes
('CLN' or 'Convertible Loan Notes'). In September 2023 the maturity date of
the CLN was extended to 12 March 2024 and certain holders of CLN totalling
US$0.625 million elected for early repayment along with a 5% premium thereon.
● Operationally, Cora remains focused on transitioning its Sanankoro
Gold Project into a producing mine. In support of this, in 2023 a number of
key management personnel were appointed and the construction tender process
commenced.
● In June 2023 Cora 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 to support funding the development of
Sanankoro.
During the year ended 31 December 2023 the Bokoro II and Kodiou permits in the
Sanankoro Project Area expired. Cora intends to submit new applications in
respect of each of these expired permits once the Mali government's moratorium
on issuing permits (announced on 28 November 2022) is lifted.
Future Potential at Sanankoro
Beyond the results of Sanankoro's Optimised Project Economics announced in
2022 the process flow sheet is undergoing additional optimisation with the aim
of further improving the economics. The optimisations being considered include
taking greater advantage of the oxide nature of the ore at the front end of
the process flow sheet that could lead to cost savings. The Company will look
to conclude this process before commencing the front-end engineering design
prior to construction. In addition, further infill drilling should, in time,
enable the conversion of Mineral Resource Estimate ('MRE') Inferred Resources
into Indicated with a view to them then being added to the inventory of
Reserves for the mine schedule.
An exploration target estimate ('Exploration Target') for the wider Sanankoro
Gold Project was completed in 2022 by independent consultancy CSA Global (UK)
Limited. 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 is estimated to contain between 26.0 Mt and
35.2 Mt with a grade range of 0.58 g/t Au - 1.21 g/t Au for a potential gold
content of 490 koz - 1,370 koz. This is in addition to the Indicated and
Inferred MRE of 24.9 Mt at 1.15 g/t Au for 920 koz announced in July 2022.
Proving up this Exploration Target has the potential to add significantly to
the resource and possible mining inventory.
Outlook for 2024
In February 2024, following an amendment to the underlying Convertible Loan
Note Instrument, certain CLN holders voluntarily converted CLN totalling
US$2.279 million into ordinary shares in the capital of the Company,
strengthening the Group's working capital position. On 12 March 2024
outstanding CLN totalling US$12.971 million matured and the Company made
repayment of such amount plus a 5% premium thereon.
As announced in April 2024, a 2,000 metre reconnaissance drill programme is
currently underway at Madina Foulbé (east Senegal) in the Kenieba Window. The
intent of this drill programme is to test conceptual targets, which if
successful will require additional drill programmes to define the size and
grade of the mineralisation, and allow for mineral resources to be reported in
the future.
Looking ahead, we look forward to providing further updates on progress at
Sanankoro, including submission of the application for a mining permit once
the moratorium on issuing permits is lifted. We also look forward to sharing
updates on wider exploration activities across our permits, including the
drill programme at Madina Foulbé.
Finally, I'd like to take this opportunity to thank the Cora team for their
hard work, and thank both Cora's shareholders and stakeholders for their
continued strong support and patience throughout 2023.
Edward Bowie
Non-Executive Director & Chair of the Board of Directors
17 May 2024
Consolidated Statement of Financial Position
as at 31 December 2023
All amounts stated in thousands of United States dollar
2023 2022
Note(s) US$'000 US$'000
Non-current assets
Intangible assets 10 23,835 23,826
________ ________
Current assets
Trade and other receivables 11 85 91
Cash and cash equivalents 12 16,851 461
________ ________
16,936 552
________ ________
Total assets 40,771 24,378
________ ________
Current liabilities
Trade and other payables 13 (254) (193)
Convertible loan notes 14 (15,862) -
________ ________
Total liabilities (16,116) (193)
________ ________
Net current assets 820 359
________ ________
Net assets 24,655 24,185
________ ________
Equity and reserves
Share capital 16 31,541 28,202
Retained deficit (6,886) (4,017)
________ ________
Total equity 24,655 24,185
________ ________
The consolidated financial statements were approved and authorised for issue
by the board of directors of Cora Gold Limited on 17 May 2024 and were signed
on its behalf by
Robert Monro
Chief Executive Officer & Director
17 May 2024
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2023
All amounts stated in thousands of United States dollar (unless otherwise
stated)
2023 2022
Note(s) US$'000 US$'000
Expenses
Overhead costs 6 (1,209) (1,502)
Finance costs 14 (643) -
Impairment of intangible assets 10 (1,777) (1,012)
________ ________
(3,629) (2,514)
________ ________
Other income
Interest income 7 675 -
________ ________
675 -
________
________
Loss before income tax (2,954) (2,514)
Income tax 8 - -
________ ________
Loss for the year (2,954) (2,514)
Other comprehensive income - -
________ ________
Total comprehensive loss for the year (2,954) (2,514)
________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 9 (0.0083) (0.0087)
________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2023
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'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
________ ________ ________
As at 01 January 2023 28,202 (4,017) 24,185
________ ________ ________
Loss for the year - (2,954) (2,954)
________ ________ ________
Total comprehensive loss for the year - (2,954) (2,954)
________ ________ ________
Proceeds from shares issued 3,928 - 3,928
Issue costs (589) - (589)
Share based payments - share options - 85 85
________ ________ ________
Total transactions with owners, recognised directly in equity
3,339 85 3,424
________ ________ ________
As at 31 December 2023 31,541 (6,886) 24,655
________ ________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2023
All amounts stated in thousands of United States dollar
2023 2022
Note(s) US$'000 US$'000
Cash flows from operating activities
Loss for the year (2,954) (2,514)
Adjustments for:
Share based payments - share options 85 111
Finance costs 643 -
Impairment of intangible assets 10 1,777 1,012
Decrease in trade and other receivables 6 117
Increase / (decrease) in trade and other payables 61 (377)
________ ________
Net cash used in operating activities (382) (1,651)
________ ________
Cash flows from investing activities
Additions to intangible assets 10 (1,786) (3,264)
________ ________
Net cash used in investing activities (1,786) (3,264)
________ ________
Cash flows from financing activities
Proceeds from convertible loan notes issued 14 15,875 -
Repayment of convertible loan notes - principal amount 14 (625) -
Repayment of convertible loan notes - finance costs 14 (31) -
Proceeds from shares issued 16 3,928 -
Issue costs 16 (589) -
________ ________
Net cash generated from financing activities 18,558 -
________ ________
Net increase / (decrease) in cash and cash equivalents 16,390 (4,915)
Cash and cash equivalents at beginning of year 12 461 5,376
________ ________
Cash and cash equivalents at end of year 12 16,851 461
________ ________
The attached notes form an integral part of the Consolidated Financial
Statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
All tabulated amounts stated in thousands of United States dollar (unless
otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and its
subsidiaries (together the 'Group') is the exploration and development of
mineral projects, with a primary focus in West Africa. The Company is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road
Town, Tortola VG1110, British Virgin Islands.
2. Accounting policies
The principal accounting policies applied in the preparation of financial
statements are set out below ('Accounting Policies' or 'Policies'). These
Policies have been consistently applied to all the periods presented, unless
otherwise stated.
2.1. Basis of preparation
The consolidated financial statements of Cora Gold Limited have been prepared
in accordance with International Financial Reporting Standards ('IFRS') and
IFRS Interpretations Committee ('IFRS IC') as adopted by the European Union
('EU'). The consolidated financial statements have been prepared under the
historical cost convention.
The financial statements are presented in United States dollar (currency
symbol: USD or US$), rounded to the nearest thousand, which is the Group's
functional and presentational currency.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 4.
(a) New and amended standards mandatory for the first time
for the financial period beginning 01 January 2023
New standards and amendments to standards and interpretations which were
effective for the financial period beginning on or after 01 January 2023 were
not material to the Group or the Company.
(b) New standards, amendments and interpretations in issue
but not yet effective or not yet endorsed and not early adopted
The following standards have been published and are mandatory for accounting
periods beginning after 01 January 2024 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
Amendment to IAS 1: Classification of Liabilities as Current or Non-current 01 January 2024
Amendments to IAS 21: Lack of Exchangeability 01 January 2025 ^
^ Not yet endorsed in the EU.
The Group is evaluating the impact of the new and amended standards above. The
directors believe that these new and amended standards are not expected to
have a material impact on the Group's results or shareholders' funds.
2.2. Basis of consolidation
The consolidated financial statements incorporate those of the Company and its
subsidiary undertakings for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The Group applies the acquisition method of accounting to account for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Where necessary, adjustments are made to the financial information of
subsidiaries to bring the accounting policies used into line with those used
by other members of the Group. All intercompany transactions and balances
between Group entities are eliminated on consolidation.
As at 31 December 2023 and 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.
2.3. Interest in jointly controlled entities
Joint venture arrangements that involve the establishment of a separate entity
in which each venturer has joint control are referred to as jointly controlled
entities. The results and assets and liabilities of jointly controlled
entities are included in these financial statements for the period using the
equity method of accounting.
2.4. Going concern
As part of the Definitive Feasibility Study for the Sanankoro Gold Project in
Mali (completed in November 2022) cash flow forecasts for the life of mine
have been prepared. The forecasts include the costs of developing the
Sanankoro Gold Project, including a construction period of 21 months
(including pre-construction engineering work and commissioning the plant) plus
related corporate and operational overheads. On 28 November 2022 the Mali
government announced the suspension of issuing permits. This moratorium, which
is expected to be lifted, continues to be in place. Once the moratorium is
lifted then formal submission of the application for a mining permit will be
submitted to the Mali government and, in due course, construction will
commence. During the year ended 31 December 2023 a new Mining Code and Local
Content (for the Mining Sector) Code were promulgated in Mali. It is
anticipated that the awaited publication of supporting texts will assist in
the interpretation and understanding of the various changes in the country's
Mining Code.
After the reporting date certain holders of outstanding convertible loan notes
converted an amount of convertible loan notes into ordinary shares in the
capital of the Company and the Company repaid the balance of outstanding
convertible loan notes upon maturity. As at the date of these consolidated
financial statements there are no outstanding convertible loan notes in issue.
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, using its current balance of cash and cash
equivalents. The forecasts demonstrate that in the event that development of
the Sanankoro Gold Project:
● is deferred, then: the Group has the ability to meet all ongoing
working capital requirements and committed payments during the 12 month period
from the date of approval of these financial statements; and the directors are
confident in the ability of the Group to raise additional funding in
subsequent periods from the issue of equity or the sale of assets as and when
this is required.
● continues, then: the Group will require additional funds during the
going concern period in order to undertake all the planned discretionary
exploration, evaluation and development activities; and the directors are
confident in the ability of the Group to raise additional funding when
required from the issue of equity or the sale of assets, and from secured debt
finance in relation to the Sanankoro Gold Project.
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 (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:
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. This review takes into consideration long-term metal prices,
anticipated resource volumes and grades, permitting and infrastructure. The
directors have reviewed each project with reference to these criteria and have
made adjustments for any impairment as necessary.
5. Segmental analysis
The Group operates principally in the UK and West Africa, with operations
managed on a project by project basis. Activities in the UK are administrative
in nature whilst the activities in West Africa relate to exploration and
evaluation.
An analysis of the Group's overhead costs, and reportable segment assets and
liabilities is as follows:
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2023
Overhead costs 1,209 - 1,209
Finance costs 643 - 643
Impairment of intangible assets - 1,777 1,777
Interest income (675) - (675)
_______ _______ _______
Loss from operations per reportable segment 1,177 1,777 2,954
_______ _______ _______
As at 31 December 2023
Reportable segment assets 16,887 23,884 40,771
Reportable segment liabilities (15,995) (121) (16,116)
_______ _______ _______
UK Africa Total
US$'000 US$'000 US$'000
Year ended 31 December 2022
Overhead costs 1,502 - 1,502
Impairment of intangible assets - 1,012 1,012
_______ _______ _______
Loss from operations per reportable segment 1,502 1,012 2,514
_______ _______ _______
As at 31 December 2022
Reportable segment assets 512 23,866 24,378
Reportable segment liabilities (94) (99) (193)
_______ _______ _______
6. Expenses by nature
2023 2022
US$'000 US$'000
Employees' and directors' remuneration (see below) 635 584
Legal and professional 247 149
General administration 101 104
Investor relations and conferences 56 72
Auditor's remuneration (see below) 54 33
Travel 15 19
_______ _______
1,108 961
Share based payments - share options 85 111
Foreign exchange loss 16 430
_______ _______
Overhead costs 1,209 1,502
_______ _______
Employees' and directors' remuneration
The average monthly number of employees and directors was as follows:
2023 2022
Non-executive directors 4 4
Employees 26 32
_______ _______
Total average number of employees and directors 30 36
_______ _______
Employees' and directors' remuneration comprised:
2023 2022
US$'000 US$'000
Non-executive directors' fees 149 129
Wages and salaries 1,047 1,078
Social security costs 128 142
Pension contributions 18 16
_______ _______
Total employees' and directors' remuneration 1,342 1,365
Capitalised to project costs (intangible assets) (707) (781)
_______ _______
Employees' and directors' remuneration expensed 635 584
_______ _______
Auditor's remuneration
Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect
of both audit and non-audit services were as follows:
2023 2022
US$'000 US$'000
Audit fees: audit of the Group and the Company's financial statements
51 33
Review of unaudited interim condensed consolidated financial statements
3 -
_______ _______
Auditor's remuneration expensed 54 33
_______ _______
7. Other income
2023 2022
US$'000 US$'000
Interest income from short-term deposits 675 -
_______ _______
675 -
_______ _______
8. Income tax
The Company is tax resident in the British Virgin Islands, where corporate
profits are taxed at 0%. The Group's subsidiaries in Mali are taxed at 30%.
For the years ended 31 December 2023 and 2022 no current or deferred tax
arose, and no deferred tax asset has been recognised due to the uncertainty of
future taxable profits.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise as follows:
2023 2022
US$'000 US$'000
Loss before tax (2,954) (2,514)
_______ _______
Tax at standard rate of 0% (2022: 0%) - -
Effects of:
Impairment of intangible assets 533 304
Other - -
Difference in overseas tax rates (533) (304)
_______ _______
Income tax - -
_______ _______
9. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
2023 2022
US$'000 US$'000
Net loss attributable to equity shareholders (2,954) (2,514)
_______ _______
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 354,528 289,557
_______ _______
Basic and fully diluted earnings per share
(United States dollar) (0.0083) (0.0087)
_______ _______
As at 31 December 2023 and 2022 the Company's issued and outstanding capital
structure comprised a number of ordinary shares and share options (see Note
16).
10. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 31 December 2023 and 2022, less impairment.
2023 2022
US$'000 US$'000
As at 01 January 23,826 21,574
Additions 1,786 3,264
Impairment (1,777) (1,012)
_______ _______
As at 31 December 23,835 23,826
_______ _______
Additions to project costs during the years ended 31 December 2023 and 2022
were in the following geographical areas:
2023 2022
US$'000 US$'000
Mali 1,762 3,256
Senegal 24 8
_______ _______
Additions to projects costs 1,786 3,264
_______ _______
Impairment of project costs during the years ended 31 December 2023 and 2022
relate to the following terminated projects:
2023 2022
US$'000 US$'000
Siékorolé (Yanfolila Project Area, Mali) 791 -
Tékélédougou (Yanfolila Project Area, Mali) 514 -
Farassaba III (Yanfolila Project Area, Mali) 414 -
Farani (Yanfolila Project Area, Mali) 53 -
Tagan (Yanfolila Project Area, Mali) 5 891
Satifara Sud (Kenieba Project Area, Mali) - 116
Winza (Yanfolila Project Area, Mali) - 5
_______ _______
Impairment of project costs 1,777 1,012
_______ _______
The Company's primary focus is on further developing the Sanankoro Gold
Project in Mali and following a review of projects in 2023 the Board decided
to terminate all projects in the Yanfolila Project Area (Mali), being the
Farani, Farassaba III, Siékorolé and Tékélédougou permits. Those projects
which were terminated in 2022 were considered by the Board to be no longer
prospective.
Project costs capitalised as at 31 December 2023 and 2022 related to the
following geographical areas:
2023 2022
US$'000 US$'000
Mali 23,303 23,318
Senegal 532 508
_______ _______
As at 31 December 23,835 23,826
_______ _______
On 28 November 2022 the Mali government announced the suspension of issuing
permits. This moratorium continues to be in place. During the year ended 31
December 2023 the Bokoro II and Kodiou permits in the Sanankoro Project Area
(Mali) expired. Once the government's moratorium on issuing permits is lifted
the Company intends to submit new applications in respect of each of these
permits. Intangible assets relating to exploration and evaluation project
costs capitalised as at 31 December 2023 and 2022 in respect of the Bokoro II
and Kodiou permits were as follows:
2023 2022
US$'000 US$'000
Bokoro II (Sanankoro Project Area, Mali) 401 397
Kodiou (Sanankoro Project Area, Mali) 82 79
_______ _______
483 476
_______ _______
11. Trade and other receivables
2023 2022
US$'000 US$'000
Prepayments and accrued income 85 91
_______ _______
85 91
_______ _______
12. Cash and cash equivalents
Cash and cash equivalents held as at 31 December 2023 and 2022 were in the
following currencies:
2023 2022
US$'000 US$'000
United States dollar (US$) 16,727 5
British pound sterling (GBP£) 80 421
CFA franc (XOF) 43 34
Euro (EUR€) 1 1
_______ _______
16,851 461
_______ _______
External ratings of cash at bank and short-term deposits as at 31 December
2023 and 2022 were as follows:
2023 2022
US$'000 US$'000
A1 16,808 427
A2 43 34
_______ _______
16,851 461
_______ _______
13. Trade and other payables
2023 2022
US$'000 US$'000
Trade payables 88 58
Other payables - 30
Accruals 166 105
_______ _______
254 193
_______ _______
14. Convertible loan notes
2023 2022
US$'000 US$'000
Convertible loan notes - principal amount 15,250
Convertible loan notes - finance costs accrued 612 -
_______ _______
15,862 -
_______ _______
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 16); 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.
The Convertible Loan Note Instrument dated 28 February 2023 set out the terms
of the CLN, which were 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 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.
● 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, the holders of CLN approved amendments to the
Convertible Loan Note Instrument dated 28 February 2023. 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, were 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 31 December 2023, the Company had an unsecured obligation
in relation to issued and outstanding CLN for a total of US$15,250,000. These
CLN were issued on 13 March 2023 and have a maturity date of 12 March 2024. 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 31 December 2023 finance costs of US$612,000 have been accrued in
respect of the 5% premium. In addition, during the year ended 31 December 2023
finance costs of US$31,250 were paid in respect of the 5% premium paid on
early repayment of outstanding CLN for a total principal amount of US$625,000.
Accordingly, total finance costs for the year ended 31 December 2023 were
US$643,250.
15. Financial instruments
2023 2022
US$'000 US$'000
Financial assets at amortised cost
Cash and cash equivalents 16,850 461
_______ _______
16,850 461
_______ _______
Financial liabilities at amortised cost
Trade and other payables 254 193
Convertible loan notes 15,862 -
_______ _______
16,116 193
_______ _______
16. 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 year ended 31 December 2022:
● on 14 May 2022 share options over 100,000 ordinary shares in the
capital of the Company exercisable at 10.5 pence (British pound sterling) per
ordinary share expiring on 08 December 2026 were cancelled; and
● on 18 December 2022 share options over 1,225,000 ordinary shares in
the capital of the Company exercisable at 16.5 pence (British pound sterling)
per ordinary share expired.
As at 31 December 2022 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the year ended 31 December 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 14)
(together the 'Fundraising'). Certain directors of the Company participated in
this Fundraising; and
● the Board granted and approved share options over 14,350,000
ordinary shares in the capital of the Company exercisable at 4 pence (British
pound sterling) per ordinary share expiring on 13 March 2028;
● on 09 October 2023 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 expired; and
● on 31 December 2023:
● share options over 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 were cancelled;
● share options over 1,500,000 ordinary shares in the capital of
the Company exercisable at 10.5 pence (British pound sterling) per ordinary
share expiring on 08 December 2026 were cancelled; and
● share options over 1,000,000 ordinary shares in the capital of
the Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028 were cancelled.
As at 31 December 2023 the Company's issued and outstanding capital structure
comprised:
● 370,217,718 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.
In addition, the Company had an unsecured obligation in relation to issued and
outstanding Convertible Loan Notes for a total of US$15,250,000 (see Note 14).
Movements in capital during the years ended 31 December 2023 and 2022 were as
follows:
Share options
over number of ordinary shares
Number of ordinary shares (exercise price per ordinary share; expiring date)
Proceeds
US$'000
16.5 pence; 8.5 pence; 10 pence; 10.5 pence; 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) - -
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 -
Cancellation of share options - - - (300,000) (1,500,000) (1,000,000) -
Expiry of share options - - (4,950,000) - - - -
_________
_________
_________
________
__________ _________ _________
As at 31 December 2023 370,217,718 - - 4,300,000 5,050,000 13,350,000 31,541
__________ _________ _________ _________ _________ _________ ________
The fair value of share options has been calculated using the Black-Scholes
Model, the inputs into which were as follows:
● for share options granted on 09 October 2019:
● strike price 8.5 pence (British pound sterling);
● share price 7.47 pence (British pound sterling);
● volatility 34.7%;
● expiring on 09 October 2023;
● risk free rate 0.6%; and
● dividend yield 0%;
● for share options granted on 12 October 2020:
● strike price 10 pence (British pound sterling);
● share price 10.5 pence (British pound sterling);
● volatility 25.9%;
● expiring on 12 October 2025;
● risk free rate 0.6%; and
● dividend yield 0%;
● for share options granted on 08 December 2021:
● strike price 10.5 pence (British pound sterling);
● share price 9.6 pence (British pound sterling);
● volatility 22.2%;
● expiring on 08 December 2026;
● risk free rate 0.6%; and
● dividend yield 0%;
● 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%;
● expiring on 13 March 2028;
● risk free rate 3.5%; 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 2023 and 2022 as follows:
2023 2022
US$'000 US$'000
Share based payments - share options 85 111
_______ _______
85 111
_______ _______
17. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 31 December 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 ('KVH') and Paul Quirk (Non-Executive
Director of the Company) (collectively the 'Investors'; as at 31 December 2023
their aggregated shareholdings being 31.60% of the total number of ordinary
shares issued and outstanding) entered into a Relationship Agreement on 18
March 2020 to regulate the relationship between the Investors and the Company
on an arm's length and normal commercial basis. In the event that Investors'
aggregated shareholdings becomes less than 30% then the Relationship Agreement
shall terminate. KVH is wholly owned and controlled by First Island Trust
Company Ltd as Trustee of The Sunnega Trust, being a discretionary trust of
which Paul Quirk (Non-Executive Director of the Company) is a potential
beneficiary.
18. 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.
19. Capital commitments
There were no capital commitments as at 31 December 2023 and 2022.
20. Related party transactions
During the year ended 31 December 2023:
● on 09 February 2023 the Company entered into an up to US$30 million
mandate and term sheet (the 'Term Sheet') with Lionhead Capital Advisors
Proprietary Limited ('Lionhead') to fund the development of the Sanankoro Gold
Project (the 'Project Financing'). This Term Sheet replaces the previous one
entered into with Lionhead on 07 September 2021. Paul Quirk (Non-Executive
Director of the Company) is a director of Lionhead;
● on 13 March 2023 the Company closed a subscription for:
● 80,660,559 ordinary shares in the capital of the Company at a
price of US$0.0487 per ordinary share for total gross proceeds of
US$3,928,169.26; 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
(together the 'Fundraising'). The Fundraising is part of the Project Financing
arrangement with Lionhead. Paul Quirk (Non-Executive Director of the Company)
is a director of Lionhead. The following directors of the Company participated
in the Fundraising:
● Edward Bowie, Non-Executive Director of the Company & Chair
of the Board of Directors, subscribed for 100,000 ordinary shares for total
gross proceeds of US$4,870 plus CLN with a value of US$20,000;
● Andrew Chubb, Non-Executive Director of the Company, subscribed
for CLN with a value of US$20,000; and
● Robert Monro, Chief Executive Officer & Director of the
Company, subscribed for 206,000 ordinary shares for total gross proceeds of
US$10,032.20 plus CLN with a value of US$30,000.
In accordance with the Term Sheet a total fee of US$567,502 was paid to
Lionhead in relation to the Fundraising; and
● on 20 October 2023 the Company entered into an engagement letter with
H&P Advisory Limited ('H&P') to act as financial adviser to the
Company. Andrew Chubb (Non-Executive Director of the Company) is a Partner and
Head of Mining at natural resources focused investment bank Hannam &
Partners, a trading name of H&P. During the year ended 31 December 2023,
in accordance with the engagement letter, no fees were paid to H&P.
There were no reportable related party transactions during the year ended 31
December 2022.
21. Events after the reporting date
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 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. The following directors of the
Company participated in the Conversion:
● Edward Bowie, Non-Executive Director of the Company & Chair of the
Board of Directors, converted US$3,000 of CLN for 107,913 ordinary shares;
● Andrew Chubb, Non-Executive Director of the Company, converted
US$3,000 of CLN for 107,913 ordinary shares; and
● Robert Monro, Chief Executive Officer & Director of the Company,
converted US$4,500 of CLN for 161,870 ordinary shares.
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.
As at the date of these consolidated financial statements:
● 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;
● Brookstone, the Company's largest shareholder, held 141,099,690
ordinary shares (being 31.20% of the total number of ordinary shares issued
and outstanding); and
● the aggregated shareholdings of the Investors (see Note 17) were
34.35% of the total number of ordinary shares issued and outstanding.
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