REG - Cora Gold Limited - Interim Results: Six Months Ended 30 June 2024
03/09/2024 07:00
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RNS Number : 6041C Cora Gold Limited 03 September 2024
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
3 September 2024
Cora Gold Limited ('Cora' or 'the Company')
Interim Results for the Six Months Ended 30 June 2024
Cora Gold Limited, the West African focused gold company, is pleased to
announce its unaudited interim results for the six months ended 30 June 2024.
Highlights
During H1 2024:
● In February 2024, following an amendment to the underlying
Convertible Loan Note Instrument, certain holders of convertible loan notes
('CLN') 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 a
result, the Company no longer has an obligation in relation to issued and
outstanding CLN.
● The Company and Atlantique Finance ('AF') agreed to extend the
mandate letter of June 2023 appointing AF 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 Cora's Sanankoro Gold Project in south Mali.
● In May 2024 the Company completed a 2,018 metre reconnaissance
reverse circulation drill programme at the Tambor gold anomaly, which is one
of four key target areas within the Madina Foulbé permit in east Senegal. The
drill results announced on 09 July 2024, which included 10 metres at 4.41 g/t
gold ('Au'), 16 metres at 0.97 g/t Au and 29 metres at 0.71 g/t Au, confirm
large scale gold mineralisation potential at Madina Foulbé. Additionally,
once the ICP-MS (4 acid) analysis results have been assessed and evaluated the
Company will then look to plan its next steps.
● As at 30 June 2024, the balance of cash and cash equivalents was
US$2.076 million.
Post period end:
● In July 2024 supporting texts to the Mining Code and the Local
Content (for the Mining Sector) Code (both promulgated in August 2023) were
published by the Mali government. These texts assist in the interpretation and
understanding of the various changes to the country's Mining Code and are
considered by Cora to be a significant step towards the expected lifting of
the government's moratorium on issuing permits which continues to be in place.
The government is currently engaged in a process of reviewing all permits
issued by the State.
Bert Monro, Chief Executive Officer of Cora, commented, "Cora remains focused
on transitioning the Sanankoro Gold Project in south Mali into a producing
mine. Whilst the moratorium on the issuance of permits in Mali is ongoing, we
are very encouraged by recent developments in-country and are hopeful that
these mark a major step forward in the lifting of the moratorium. As we
engage with all stakeholders, including government and shareholders, we
continue to ensure the Company is suitably poised for future activity both at
the project and corporate level. During H1 2024 this engagement included work
on the CLNs and maintaining the continued commitment of Atlantique Finance to
act as sole adviser in the structuring and mobilisation of loan finance to
support funding the development of Sanankoro.
"Alongside Sanankoro, Cora continues to seek value opportunities across its
portfolio and has identified large scale gold mineralisation potential at
Madina Foulbé in Senegal. Results from our initial exploratory drill
programme give good confidence that with further exploration commercial
resources may be defined in the future.
"We have strong cash reserves and with the gold price reaching multiple highs
this year there is a supportive market backdrop against which we can advance
our portfolio. We look ahead with optimism that the coming six months and
beyond will bring increased activity for Cora. Finally, I would like to take
this opportunity to thank our shareholders for their continued patience and
support."
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)
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. The
November 2022 Definitive Feasibility Study, based on a gold price of
US$1,750/oz, had a Maiden Probable Oxide Reserve of 422koz at 1.3 g/t Au, and
strong economic fundamentals, including 52% IRR, US$234 million Free Cash Flow
over life of mine and all-in sustaining costs of US$997/oz.
Consolidated Statement of Financial Position
As at 30 June 2024 and 2023, and 31 December 2023
All amounts stated in thousands of United States dollar
30 June 30 June 31 December
2024 2023 2023
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Non-current assets
Intangible assets 3 24,671 23,049 23,835
________ ________ ________
Current assets
Trade and other receivables 4 23 51 85
Cash and cash equivalents 5 2,076 18,494 16,851
________ ________ ________
2,099 18,545 16,936
________ ________ ________
Total assets 26,770 41,594 40,771
________ ________ ________
Current liabilities
Trade and other payables 6 (286) (263) (254)
Convertible loan notes 7 - (16,360) (15,862)
________ ________ ________
Total liabilities (286) (16,623) (16,116)
________ ________ ________
Net current assets 1,813 1,922 820
________ ________ ________
Net assets 26,484 24,971 24,655
________ ________ ________
Equity and reserves
Share capital 8 33,813 31,541 31,541
Retained deficit (7,329) (6,570) (6,886)
________ ________ ________
Total equity 26,484 24,971 24,655
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2024 and 2023, and the year ended 31 December
2023
All amounts stated in thousands of United States dollar (unless otherwise
stated)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2024 2023 2023
Note(s) US$'000 US$'000 US$'000
Unaudited Unaudited
Expenses
Overhead costs (620) (593) (1,209)
Finance costs (37) (485) (643)
Impairment of intangible assets 3 - (1,777) (1,777)
________ ________ ________
(657) (2,855) (3,629)
________ ________ ________
Other income
Interest income 190 243 675
________ ________ ________
190 243 675
________ ________ ________
Loss before income tax (467) (2,612) (2,954)
Income tax - - -
________ ________ ________
Loss for the period (467) (2,612) (2,954)
Other comprehensive income - - -
________ ________ ________
Total comprehensive loss for the period (467) (2,612) (2,954)
________ ________ ________
Earnings per share from continuing operations attributable to owners of the
parent
Basic and fully diluted earnings per share
(United States dollar) 2 (0.0011) (0.0077) (0.0083)
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2024 and 2023, and the year ended 31 December
2023
All amounts stated in thousands of United States dollar
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
As at 01 January 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
________ ________ ________
Unaudited
As at 01 January 2023 28,202 (4,017) 24,185
________ ________ ________
Loss for the period - (2,612) (2,612)
________ ________ ________
Total comprehensive loss for the period - (2,612) (2,612)
________ ________ ________
Proceeds from shares issued 3,928 - 3,928
Issue costs (589) - (589)
Share based payments - share options - 59 59
________ ________ ________
Total transactions with owners, recognised directly in equity
3,339 59 3,398
________ ________ ________
As at 30 June 2023 Unaudited 31,541 (6,570) 24,971
________ ________ ________
Continued …
… continued
Share Retained Total
capital deficit equity
US$'000 US$'000 US$'000
Unaudited
As at 01 January 2024 31,541 (6,886) 24,655
________ ________ ________
Loss for the period - (467) (467)
________ ________ ________
Total comprehensive loss for the period - (467) (467)
________ ________ ________
Proceeds from shares issued 2,279 - 2,279
Issue costs (7) - (7)
Share based payments - share options - 24 24
________ ________ ________
Total transactions with owners, recognised directly in equity
2,272 24 2,296
________ ________ ________
As at 30 June 2024 Unaudited 33,813 (7,329) 26,484
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Consolidated Statement of Cash Flows
For the six months ended 30 June 2024 and 2023, and the year ended 31 December
2023
All amounts stated in thousands of United States dollar
Six months ended Six months ended Year
30 June 2024 30 June 2023 ended
US$'000 US$'000 31 December
Unaudited Unaudited 2023
Note(s) US$'000
Cash flows from operating activities
Loss for the period (467) (2,612) (2,954)
Adjustments for:
Share based payments - share options 24 59 85
Finance costs 37 485 643
Impairment of intangible assets 3 - 1,777 1,777
Decrease in trade and other receivables 62 40 6
Increase in trade and other payables 32 70 61
________ ________ ________
Net cash used in operating activities (312) (181) (382)
________ ________ ________
Cash flows from investing activities
Additions to intangible assets 3 (836) (1,000) (1,786)
________ ________ ________
Net cash used in investing activities (836) (1,000) (1,786)
________ ________ ________
Cash flows from financing activities
Proceeds from convertible loan notes issued 7 - 15,875 15,875
Repayment of convertible loan notes - principal amount 7 (12,972) - (625)
Repayment of convertible loan notes - finance costs 7 (648) - (31)
Proceeds from shares issued 8 - 3,928 3,928
Issue costs 8 (7) (589) (589)
________ ________ ________
Net cash (used in) / generated from financing activities (13,627) 19,214 18,558
________ ________ ________
Net (decrease) / increase in cash and cash equivalents (14,775) 18,033 16,390
Cash and cash equivalents at beginning of period 5 16,851 461 461
________ ________ ________
Cash and cash equivalents at end of period 5 2,076 18,494 16,851
________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial
Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2024 and 2023, and 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.
The condensed consolidated interim financial statements of the Group for the
six months ended 30 June 2024 comprise the results of the Group and have been
prepared in accordance with AIM Rules for Companies. As permitted, the Company
has chosen not to adopt IAS 34 'Interim Financial Reporting' in preparing
these interim financial statements.
The condensed consolidated interim financial statements for the period 01
January to 30 June 2024 are unaudited. In the opinion of the directors the
condensed consolidated interim financial statements for the period present
fairly the financial position, and results from operations and cash flows for
the period in conformity with generally accepted accounting principles
consistently applied. The condensed consolidated interim financial statements
incorporate unaudited comparative figures for the interim period 01 January to
30 June 2023 and extracts from the audited consolidated financial statements
for the year ended 31 December 2023.
The interim report has not been audited or reviewed by the Company's auditor.
The key risks and uncertainties and critical accounting estimates remain
unchanged from 31 December 2023 and the accounting policies adopted are
consistent with those used in the preparation of its financial statements for
the year ended 31 December 2023.
As at 30 June 2024 and 2023, and 31 December 2023 the Company held:
● a 100% shareholding in Cora Gold Mali SARL (registered in the Republic
of Mali; the address of its registered office is Rue 224 Porte 1279,
Hippodrome 1, BP 2788, Bamako, Republic of Mali);
● a 100% shareholding in Cora Exploration Mali SARL (the address of its
registered office is Rue 224 Porte 1279, Hippodrome 1, BP 2788, Bamako,
Republic of Mali);
● a 95% shareholding in Sankarani Ressources SARL (the address of its
registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic
of Mali). The remaining 5% of Sankarani Ressources SARL can be purchased from
a third party for US$1 million; and
● Cora Resources Mali SARL (registered in the Republic of Mali; the
address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366,
Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani
Ressources SARL.
2. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable
to the equity shareholders is based on the following data:
Six months ended Six months ended Year
30 June 30 June ended
2024 2023 31 December 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Net loss attributable to equity shareholders (467) (2,612) (2,954)
_______ _______ _______
Weighted average number of shares for the purpose of
basic and fully diluted earnings per share (000's) 420,205 338,577 354,528
_______ _______ _______
Basic and fully diluted earnings per share
(United States dollar) (0.0011) (0.0077) (0.0083)
_______ _______ _______
As at 30 June 2024 and 2023, and 31 December 2023 the Company's issued and
outstanding capital structure comprised a number of ordinary shares and share
options (see Note 8).
3. Intangible assets
Intangible assets relate to exploration and evaluation project costs
capitalised as at 30 June 2024 and 2023, and 31 December 2023, less
impairment.
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
As at 01 January 23,835 23,826 23,826
Additions 836 1,000 1,786
Impairment - (1,777) (1,777)
_______ _______ _______
As at period end 24,671 23,049 23,835
_______ _______ _______
Additions to project costs during the six months ended 30 June 2024 and 2023,
and the year ended 31 December 2023 were in the following geographical areas:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Mali 448 984 1,762
Senegal 388 16 24
_______ _______ _______
Additions to project costs 836 1,000 1,786
_______ _______ _______
Impairment of project costs during the six months ended 30 June 2024 and 2023,
and the year ended 31 December 2023 relate to the following terminated
projects:
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Siékorolé (Yanfolila Project Area, Mali) - 791 791
Tékélédougou (Yanfolila Project Area, Mali) - 514 514
Farassaba III (Yanfolila Project Area, Mali) - 414 414
Farani (Yanfolila Project Area, Mali) - 53 53
Tagan (Yanfolila Project Area, Mali) - 5 5
_______ _______ _______
Impairment of project costs - 1,777 1,777
_______ _______ _______
The Company's primary focus is on further developing the Sanankoro Gold
Project located within the Sanankoro Project Area (Mali). In 2023 the board of
directors decided to terminate all projects in the Yanfolila Project Area
(Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou
permits. Having been considered by the board of directors to be no longer
prospective the Tagan permit in the Yanfolila Project Area had been terminated
in 2022.
Project costs capitalised as at 30 June 2024 and 2023, and 31 December 2023
related to the following geographical areas:
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Mali 23,751 22,525 23,303
Senegal 920 524 532
_______ _______ _______
As at period end 24,671 23,049 23,835
_______ _______ _______
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
expired. Once the government's moratorium on issuing permits is lifted the
Company intends to submit applications for new permits over all or part of the
areas of the Bokoro II and Kodiou permits. Intangible assets relating to
exploration and evaluation project costs capitalised as at 30 June 2024 and
2023, and 31 December 2023 in respect of the Bokoro II and Kodiou permits were
as follows:
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Bokoro II (Sanankoro Project Area, Mali) 402 401 401
Kodiou (Sanankoro Project Area, Mali) 82 82 82
_______ _______ _______
484 483 483
_______ _______ _______
4. Trade and other receivables
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Prepayments and accrued income 23 51 85
_______ _______ _______
23 51 85
_______ _______ _______
5. Cash and cash equivalents
Cash and cash equivalents held as at 30 June 2024 and 2023, and 31 December
2023 were in the following currencies:
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
United States dollar (US$) 1,917 18,371 16,727
CFA franc (XOF) 119 45 43
British pound sterling (GBP£) 39 77 80
Euro (EUR€) 1 1 1
_______ _______ _______
2,076 18,494 16,851
_______ _______ _______
6. Trade and other payables
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Trade payables 57 170 88
Accruals 229 93 166
_______ _______ _______
286 263 254
_______ _______ _______
7. Convertible loan notes
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unaudited Unaudited
Convertible loan notes - principal amount - 15,875 15,250
Convertible loan notes - finance costs accrued - 485 612
_______ _______ _______
- 16,360 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 8); and
● convertible loan notes ('CLN') convertible into ordinary shares in the
capital of the Company in accordance with the Convertible Loan Note Instrument
dated 28 February 2023 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 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.
As at 30 June 2023, the Company had an unsecured obligation in relation to
issued and outstanding CLN for a total of US$15,875,000. These CLN were issued
on 13 March 2023 and had a maturity date of 09 September 2023. As at 30 June
2023 finance costs of US$485,000 were accrued in respect of the 5% premium.
Accordingly, total finance costs in respect of the 5% premium for the six
months ended 30 June 2023 were US$485,000.
Prior to the maturity date of 09 September 2023 for the CLN 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 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. 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 in respect of the 5% premium for the year ended 31 December 2023
were US$643,250.
In February 2024 the holders of outstanding CLN approved further amendments to
the Convertible Loan Note Instrument dated 28 February 2023 as amended in
September 2023, including a change in the Voluntary Conversion Price to
US$0.0278 per ordinary share. Subsequently certain holders of outstanding CLN
issued on 13 March 2023 converted an aggregate amount of US$2,278,500 of CLN
for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278
per ordinary share (the 'Conversion'). The Conversion was completed on 12
March 2024 (see Note 8). Certain directors of the Company participated in the
Conversion.
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. As a result the Company no longer
had an unsecured obligation in relation to issued and outstanding CLN. Total
finance costs in respect of the 5% premium for the six months ended 30 June
2024 were US$36,575.
8. Share capital
The Company is authorised to issue an unlimited number of no par value shares
of a single class.
As at 31 December 2022 the Company's issued and outstanding capital structure
comprised:
● 289,557,159 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025; and
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026.
During the six months ended 30 June 2023, on 13 March 2023:
● the Company closed a subscription for:
● 80,660,559 ordinary shares in the capital of the Company at a price of
US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26; and
● CLN convertible into ordinary shares in the capital of the Company in
accordance with the Convertible Loan Note Instrument dated 28 February 2023
for a total of US$15,875,000 (see Note 7)
(together the 'Fundraising'). Certain directors of the Company participated in
this Fundraising; and
● the board of directors granted and approved share options over
14,350,000 ordinary shares in the capital of the Company exercisable at 4
pence (British pound sterling) per ordinary share expiring on 13 March 2028.
As at 30 June 2023 the Company's issued and outstanding capital structure
comprised:
● 370,217,718 ordinary shares;
● share options over 4,950,000 ordinary shares in the capital of the
Company exercisable at 8.5 pence (British pound sterling) per ordinary share
expiring on 09 October 2023;
● share options over 4,600,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025;
● share options over 6,550,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026; and
● share options over 14,350,000 ordinary shares in the capital of the
Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
In addition, as at 30 June 2023 the Company had an unsecured obligation in
relation to issued and outstanding CLN for a total of US$15,875,000 (see Note
7).
During the six months ended 31 December 2023:
● 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, 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 (see Note
7).
During the six months ended 30 June 2024:
● in February 2024 the holders of outstanding CLN approved further
amendments to the Convertible Loan Note Instrument dated 28 February 2023 as
amended in September 2023, including a change in the Voluntary Conversion
Price to US$0.0278 per ordinary share. Subsequently certain holders of
outstanding CLN issued on 13 March 2023 converted an aggregate amount of
US$2,278,500 of CLN for 81,960,427 ordinary shares at the Voluntary Conversion
Price of US$0.0278 per ordinary share. The Conversion was completed on 12
March 2024 (see Note 7). Certain directors of the Company participated in the
Conversion.
In addition, 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 IS$12,971,500 plus the 5% premium (see Note 7). As a
result the Company no longer had an unsecured obligation in relation to issued
and outstanding CLN.
As at 30 June 2024 the Company's issued and outstanding capital structure
comprised:
● 452,178,145 ordinary shares;
● share options over 4,300,000 ordinary shares in the capital of the
Company exercisable at 10 pence (British pound sterling) per ordinary share
expiring on 12 October 2025;
● share options over 5,050,000 ordinary shares in the capital of the
Company exercisable at 10.5 pence (British pound sterling) per ordinary share
expiring on 08 December 2026; and
● share options over 13,350,000 ordinary shares in the capital of the
Company exercisable at 4 pence (British pound sterling) per ordinary share
expiring on 13 March 2028.
Movements in capital during the six months ended 30 June 2024 and 2023, and
the year ended 31 December 2023 were as follows:
Share options
over number of ordinary shares
(exercise price per ordinary share; expiring date)
Number of ordinary shares Proceeds
US$'000
8.5 pence; 10 pence; 10.5 pence; 4 pence;
09 October 2023 12 October 2025 08 December 2026 13 March 2028
As at 01 January 2023 289,557,159 4,950,000 4,600,000 6,550,000 - 28,202
Subscription 80,660,559 - - - - 3,928
Issue costs - - - - - (589)
Granting of share options - - - - 14,350,000 -
__________ _________ _________ _________ _________ _______
As at 30 June 2023 Unaudited 370,217,718 4,950,000 4,600,000 6,550,000 14,350,000 31,541
Expiry of share options - (4,950,000) - - - -
Cancellation of share options - - (300,000) (1,500,000) (1,000,000) -
_________
__________ _________ _________ _________ _______
As at 31 December 2023 370,217,718 - 4,300,000 5,050,000 13,350,000 31,541
Conversion of convertible loan notes 81,960,427 - - - - 2,279
Issue costs - - - - - (7)
__________ _________ _________ _________ _________ _______
As at 30 June 2024 Unaudited 452,178,145 - 4,300,000 5,050,000 13,350,000 33,813
__________ _________ _________ _________ _________ _______
9. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 30 June 2024 the Company's largest shareholder was Brookstone Business
Inc ('Brookstone') which held 141,099,690 ordinary shares, being 31.20% of the
total number of ordinary shares issued and outstanding. Brookstone is wholly
owned and controlled by First Island Trust Company Ltd as Trustee of The Nodo
Trust, being a discretionary trust with a broad class of potential
beneficiaries. Patrick Quirk, father of Paul Quirk (Non-Executive Director of
the Company), is a potential beneficiary of The Nodo Trust.
Brookstone, Key Ventures Holding Ltd ('KVH') and Paul Quirk (Non-Executive
Director of the Company) (collectively the 'Investors'; as at 30 June 2024
their aggregated shareholdings being 34.35% of the total number of ordinary
shares issued and outstanding) entered into a Relationship Agreement on 18
March 2020 to regulate the relationship between the Investors and the Company
on an arm's length and normal commercial basis. In the event that the
Investors' aggregated shareholdings become less than 30% then the Relationship
Agreement shall terminate. KVH is wholly owned and controlled by First Island
Trust Company Ltd as Trustee of The Sunnega Trust, being a discretionary trust
of which Paul Quirk (Non-Executive Director of the Company) is a potential
beneficiary.
10. Contingent liabilities
A number of the Company's project areas have potential net smelter return
royalty obligations, together with options for the Company to buy out the
royalty. At the current stage of development, it is not considered that the
outcome of these contingent liabilities can be considered probable or
reasonably estimable and hence no provision has been recognised in the
financial statements.
11. Capital commitments
There were no capital commitments as at 30 June 2024 and 2023, and 31 December
2023.
12. Events after the reporting date
There were no reportable events after the reporting date.
13. Approval of condensed consolidated interim financial statements
The condensed consolidated interim financial statements were approved and
authorised for issue by the board of directors of Cora Gold Limited on 03
September 2024.
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