REG - Cora Gold Limited - Fundraise
26/03/2025 07:16
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RNS Number : 1499C Cora Gold Limited 26 March 2025
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
26 March 2025
Cora Gold Limited
('Cora' or 'the Company')
Fundraise
Cora Gold Limited, the West African focused gold company, is pleased to
announce that it has conditionally raised £1,549,649.74 before expenses
through a Subscription (as defined below) (the 'Fundraise') of 32,624,205 new
ordinary shares of no par value in the Company ('Ordinary Shares') at a price
of 4.75 pence per Ordinary Share (the 'New Ordinary Shares'), representing a
discount of 19.49% to the closing market price of the Ordinary Shares on 25
March 2025 and a discount of 10.63% to the average closing mid-market price of
the Ordinary Shares on the 10 trading days up to (and including) 25 March
2025.
Each New Ordinary Share has a warrant attached to subscribe for one new
ordinary share at a price of 7 pence per ordinary share for a period of 24
months from the date of Admission (as defined below) (the 'Warrants'). The
Warrants will not be listed.
Bert Monro, Chief Executive Officer of Cora, commented, "I am very pleased
with the strong support we have received in this fundraise. This fundraising
is intended to support the Company as it looks to bring Sanankoro to
construction readiness, and follows the recent release of an updated Mineral
Resource Estimate which reported total pit constrained resources of 31.4
million tonnes at 1.04 g/t Au for a total of 1,044 koz, comprising 689 koz at
1.13 g/t Au in the Indicated category and 354 koz at 0.89 g/t Au in the
Inferred category, and the Mali government's partial lifting of its moratorium
on issuing permits in the mining sector.
"Ongoing optimisation studies along with work on updating the ore reserves to
support an updated Definitive Feasibility Study at Sanankoro are well underway
and scheduled for completion later in 2025. With the gold price currently at
near record highs, and the previously completed 2022 Definitive Feasibility
Study based on a US$1,750/oz gold price, we are hoping for significant
improvements in the Project's economics. We look forward to providing further
updates on progress at Sanankoro, including the updated Definitive Feasibility
Study and permitting for a mining permit."
Details of the Fundraise
The Fundraise is being conducted out of the authorities to issue and allot
Ordinary Shares in the capital of the Company granted to the directors by
shareholders at the Company's Annual General Meeting held on 26 June 2024.
Accordingly, the issue of the New Ordinary Shares is not subject to the
approval of shareholders.
The Fundraise is conditional on admission of the New Ordinary Shares to
trading on AIM ('Admission').
Use of proceeds
The net proceeds of the Fundraise will principally be used to progress the
ongoing updating of the 2022 Definitive Feasibility Study at the Sanankoro
Gold Project in southern Mali, as well as continued exploration of the
Company's permits and for general working capital purposes.
Binding commitments
Binding commitments to subscribe (the 'Subscription') for a total of
32,624,205 New Ordinary Shares have been received from Brookstone Business Inc
('Brookstone'; the Company's largest shareholder), Lord Farmer (a substantial
shareholder), First Island Trust Company Ltd as Trustee of The Marlborough
Trust ('The Marlborough Trust'; a substantial shareholder), Maggianda
Foundation (a substantial shareholder), Key Ventures Holding Ltd ('KVH'; a
substantial shareholder), certain directors of the Company and other
subscribers. Details of their participation and consequent interest in the
Company's issued share capital is described below.
Admission and Total Voting Rights
Through the Subscription the Company has conditionally raised a total of
approximately £1,549,649.74 million before expenses through the proposed
issue of 32,624,205 New Ordinary Shares to certain existing shareholders and
new investors.
As noted above, the Fundraise is subject to Admission. Application will be
made for the New Ordinary Shares to be admitted to trading on AIM and it is
expected that Admission will become effective and dealing in the New Ordinary
Shares will commence on or around 01 April 2025. The New Ordinary Shares will
rank pari passu with the existing Ordinary Shares.
Following Admission, the share capital of the Company will be comprised of
484,802,350 Ordinary Shares. The above figure of 484,802,350 may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in Cora under the
Financial Conduct Authority's Disclosure and Transparency Rules.
Related party transaction
The Subscription by each of Brookstone, Lord Farmer, The Marlborough Trust,
Maggianda Foundation, KVH, Adam Davidson, Paul Quirk, Robert ('Bert') Monro
and Edward Bowie constitutes related party transactions pursuant to Rule 13 of
the AIM Rules. Having consulted with the Company's Nominated Adviser,
Cavendish Capital Markets Limited, Andrew Chubb (an independent Non-Executive
Director of the Company), considers that the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
The following directors of the Company or their connected parties have given a
binding commitment to subscribe for the following numbers of shares in the
Fundraise:
● Paul Quirk (Non-Executive Director) - 404,210 New Ordinary Shares;
● Adam Davidson (independent Non-Executive Director) - 404,210 New
Ordinary Shares;
● Robert Monro (Chief Executive Officer and a Director) - 242,105 New
Ordinary Shares; and
● Edward Bowie (independent Non-Executive Director and Chair of the
Board of Directors) - 105,263 New Ordinary Shares.
On Admission certain substantial shareholders of the Company will hold the
following numbers of Ordinary Shares:
● Brookstone will be the registered holder of 150,836,532 Ordinary
Shares, representing approximately 31.11% of the issued share capital of the
Company on Admission. Brookstone is wholly owned and controlled by First
Island Trust Company Limited 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;
● Lord Farmer will be the registered holder of 93,527,509 Ordinary
Shares, representing approximately 19.29% of the issued share capital of the
Company on Admission;
● The Marlborough Trust will be the registered holder of 30,137,336
Ordinary Shares, representing approximately 6.22% of the issued share capital
of the Company on Admission. The Marlborough Trust is a discretionary trust
with a broad class of potential beneficiaries; and
● Maggianda Foundation will be the registered holder of 25,361,540
Ordinary Shares, representing approximately 5.23% of the issued share capital
of the Company on Admission. Maggianda Foundation is a non-grantor trust of
which Jeremy Block is the first beneficiary.
Relationship Agreement
On 18 March 2020 Brookstone, KVH (which is wholly owned and controlled by
First Island Trust Company Limited as Trustee of The Sunnega Trust, being a
discretionary trust of which Paul Quirk (Non-Executive Director of the
Company)) and Paul Quirk (collectively the 'Investors') entered into a
Relationship Agreement 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. As at the date of this news release
the Investors' aggregated shareholdings were 34.35% of the issued share
capital of the Company. On Admission the Investors' revised aggregated
shareholdings will be 34.13% of the issued share capital of the Company.
Revised shareholdings following Admission
On Admission, the revised shareholdings of the following directors and
substantial shareholders will be:
Current shareholding New Ordinary Shares Shareholding on Admission Percentage of enlarged issued share capital
Brookstone Business Inc (a) 141,099,690 9,736,842 150,836,532 31.11%
Lord Farmer 87,036,983 6,490,526 93,527,509 19.29%
First Island Trust Company Ltd as Trustee of The Marlborough Trust (b) 25,269,968 4,867,368 30,137,336 6.22%
Maggianda Foundation (c) 23,334,172 2,027,368 25,361,540 5.23%
Paul Quirk (d) 14,208,389 404,210 14,612,599 3.01%
Non-Executive Director
Robert Monro 2,396,766 242,105 2,638,871 0.54%
Chief Executive Officer and Director
Edward Bowie 733,423 105,263 838,686 0.17%
Non-Executive Director (independent) and Chair of the Board of Directors
Adam Davidson - 404,210 404,210 0.08%
Non-Executive Director (independent)
a Wholly owned and controlled by First Island Trust Company Limited 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.
b A discretionary trust with a board class of potential beneficiaries.
c A non-grantor trust of which Jeremy Block is the first beneficiary.
d Held personally and through Key Ventures Holding Ltd, which is wholly
owned and controlled by First Island Trust Company Ltd as Trustee of The
Sunnega Trust, being a discretionary trust of which Paul Quirk is a potential
beneficiary.
Persons Discharging Management Responsibility ('PDMR')
As a result of the Fundraise detailed above, the Subscriptions by persons
discharging management responsibility ('PDMR') under the Market Abuse
Regulation are detailed below.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Paul Quirk *
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Cora Gold Limited
b) LEI: 213800TW2N9JJYCUDD71
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted.
a) Description of the financial instrument, type of instrument: Depositary interests of no par value
Identification code:
ISIN: VGG2423W1077
b) Nature of the transaction: 1. Issue of ordinary shares for subscription in private placement
2. Warrants to subscribe for one new ordinary share at a price of 7 pence
per share for a period of 24 months from the date of Admission
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
d) Aggregated information: Single transactions as in 4 c) above
Aggregated volume:
Price(s) Volume(s)
Price: 1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
e) Date of the transaction: 25 March 2025
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transactions as in 4 c) above
Price(s) Volume(s)
1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
e)
Date of the transaction:
25 March 2025
f)
Place of the transaction:
Outside of a trading venue
*Pursuant to the PDMR Subscription the New Ordinary Shares were subscribed for
by Key Ventures Holding Ltd, which is wholly owned and controlled by First
Island Trust Company Ltd as Trustee of The Sunnega Trust, being a
discretionary trust of which Paul Quirk is a potential beneficiary.
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Adam Davidson
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Cora Gold Limited
b) LEI: 213800TW2N9JJYCUDD71
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted.
a) Description of the financial instrument, type of instrument: Depositary interests of no par value
Identification code:
ISIN: VGG2423W1077
b) Nature of the transaction: 1. Issue of ordinary shares for subscription in private placement
2. Warrants to subscribe for one new ordinary share at a price of 7
pence per share for a period of 24 months from the date of Admission
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
d) Aggregated information: Single transactions as in 4 c) above
Aggregated volume:
Price(s) Volume(s)
Price: 1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
e) Date of the transaction: 25 March 2025
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transactions as in 4 c) above
Price(s) Volume(s)
1. 4.75 pence 1. 404,210
2. 7.00 pence 2. 404,210
e)
Date of the transaction:
25 March 2025
f)
Place of the transaction:
Outside of a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Robert Monro
2. Reason for the notification
a) Position/status: Chief Executive Officer and Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Cora Gold Limited
b) LEI: 213800TW2N9JJYCUDD71
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted.
a) Description of the financial instrument, type of instrument: Depositary interests of no par value
Identification code:
ISIN: VGG2423W1077
b) Nature of the transaction: 1. Issue of ordinary shares for subscription in private placement
2. Warrants to subscribe for one new ordinary share at a price of 7 pence
per share for a period of 24 months from the date of Admission
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 4.75 pence 1. 242,105
2. 7.00 pence 2. 242,105
d) Aggregated information: Single transactions as in 4 c) above
Aggregated volume:
Price(s) Volume(s)
Price: 1. 4.75 pence 1. 242,105
2. 7.00 pence 2. 242,105
e) Date of the transaction: 25 March 2025
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transactions as in 4 c) above
Price(s) Volume(s)
1. 4.75 pence 1. 242,105
2. 7.00 pence 2. 242,105
e)
Date of the transaction:
25 March 2025
f)
Place of the transaction:
Outside of a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Edward Bowie
2. Reason for the notification
a) Position/status: Non-Executive Director and Chair of the Board of Directors
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Cora Gold Limited
b) LEI: 213800TW2N9JJYCUDD71
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted.
a) Description of the financial instrument, type of instrument: Depositary interests of no par value
Identification code:
ISIN: VGG2423W1077
b) Nature of the transaction: 1. Issue of ordinary shares for subscription in private placement
2. Warrants to subscribe for one new ordinary share at a price of 7 pence
per share for a period of 24 months from the date of Admission
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 4.75 pence 1. 105,263
2. 7.00 pence 2. 105,263
d) Aggregated information: Single transactions as in 4 c) above
Aggregated volume:
Price(s) Volume(s)
Price: 1. 4.75 pence 1. 105,263
2. 7.00 pence 2. 105,263
e) Date of the transaction: 25 March 2025
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transactions as in 4 c) above
Price(s) Volume(s)
1. 4.75 pence 1. 105,263
2. 7.00 pence 2. 105,263
e)
Date of the transaction:
25 March 2025
f)
Place of the transaction:
Outside of a trading venue
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, follow us on
social media (LinkedIn: www.linkedin.com/company/cora-gold/; and X:
@cora_gold) 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)
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, 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 422 koz at
1.3 g/t Au, the 2022 Definitive Feasibility Study showed that 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. Alongside this,
the Company continues to seek value opportunities across its portfolio and has
identified large scale gold mineralisation potential at the Madina Foulbé
exploration permit within the Kenieba Project Area of east Senegal.
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