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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cora Gold Limited | LSE:CORA | London | Ordinary Share | VGG2423W1077 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.30 | 2.20 | 2.40 | 2.30 | 2.30 | 2.30 | 83 | 08:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Gold Ores | 0 | -2.51M | -0.0068 | -3.38 | 8.52M |
TIDMCORA
RNS Number : 4384N
Cora Gold Limited
25 September 2023
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
25 September 2023
Cora Gold Limited
('Cora' or 'the Company')
Interim Results for the Six Months Ended 30 June 2023
Cora Gold Limited, the West African focused gold company, is pleased to announce its unaudited interim results for the six months ended 30 June 2023.
Highlights
-- During H1 2023:
-- Closed a fundraising for aggregate investments of over US$19.8 million (see announcement dated 10 March 2023), comprising:
-- an Equity Financing through the issue of 80,660,559 ordinary shares of no par value in the capital of the Company ('Ordinary Shares') at a price of US$0.0487 per Ordinary Share for total gross proceeds of US$3,928,169.26; plus
-- a Convertible Financing through the issue of convertible loan notes ('CLN') convertible into Ordinary Shares for a total of US$15,875,000.
-- Entered into a mandate letter to appoint Atlantique Finance to act as sole adviser in the structuring and mobilisation of a medium-term loan of US$70 million in CFA franc ('XOF') to support funding the development of Cora's flagship Sanankoro Gold Project in south Mali (see announcement dated 28 June 2023).
-- As at 30 June 2023, the balance of cash and cash equivalents was over US$18.4 million.
-- Post period end, confirmed the extension of certain convertible loan rights due to mature on 09 September 2023 and as a result the CLN issued by the Company on 13 March 2023 have an extended maturity date of 12 March 2024 (see announcement dated 11 September 2023). As at the date of this announcement, the Company had an unsecured obligation in relation to issued and outstanding CLN for a total of US$15,250,000, being convertible into Ordinary Shares in accordance with the Convertible Loan Note Instrument dated 28 February 2023 as amended.
Bert Monro, Chief Executive Officer of Cora, commented, "I am very pleased with the ongoing support received from the Company's long-term shareholders and holders of CLN. Following the recent promulgation of a new Mining Code in Mali, we look forward to the government's lifting of its moratorium on issuing new mining permits such that we may, in due course, progress application for a mining permit over Cora's flagship Sanankoro Gold Project. In addition, we look forward to providing progress updates on the funding of the Sanankoro Gold Project following the appointment of Atlantique Finance to act as sole adviser in the structuring and mobilisation of a medium-term loan of US$70 million to support funding the development of the project."
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, until the release of this announcement.
For further information, please visit http://www.coragold.com or contact:
Bert Monro Cora Gold Limited info@coragold.com Craig Banfield Cavendish Capital Markets Derrick Lee Limited Charlie Beeson (Nomad & Broker) +44 (0)20 7220 0500 ---------------------------- --------------------- Susie Geliher St Brides Partners pr@coragold.com Isabelle Morris (Financial PR) Isabel de Salis ---------------------------- ---------------------
Notes
Cora is a West African gold developer with de-risked project areas within two known gold belts in Mali and Senegal. Led by a team with a proven track-record in making multi-million-ounce gold discoveries that have been developed into operating mines, its primary focus is on developing the Sanankoro Gold Project in the Yanfolila Gold Belt, south Mali, into an open pit oxide mine. Based on a gold price of US$1,750/oz and a Maiden Probable Reserve of 422 koz at 1.3 g/t Au, the Project has strong economic fundamentals, including 52% IRR, US$234 million Free Cash Flow over life of mine and all-in sustaining costs of US$997/oz.
Consolidated Statement of Financial Position
As at 30 June 2023 and 2022, and 31 December 2022
All amounts stated in thousands of United States dollar
30 June 30 June 31 December 2023 2022 2022 Note(s) US$'000 US$'000 US$'000 Unaudited Unaudited Non-current assets Intangible assets 3 23,049 23,954 23,826 ________ ________ ________ Current assets Trade and other receivables 4 51 143 91 Cash and cash equivalents 5 18,494 2,022 461 ________ ________ ________ 18,545 2,165 552 ________ ________ ________ Total assets 41,594 26,119 24,378 ________ ________ ________ Current liabilities Trade and other payables 6 (263) (407) (193) Convertible loan notes 7 (16,360) - - ________ ________ ________ Total liabilities (16,623) (407) (193) ________ ________ ________ Net current assets 1,922 1,758 359 ________ ________ ________ Net assets 24,971 25,712 24,185 ________ ________ ________ Equity and reserves Share capital 8 31,541 28,202 28,202 Retained deficit (6,570) (2,490) (4,017) ________ ________ ________ Total equity 24,971 25,712 24,185 ________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial Statements.
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022
All amounts stated in thousands of United States dollar (unless otherwise stated)
Six months Six months Year ended ended ended 30 June 30 June 31 December 2023 2022 2022 Note(s) US$'000 US$'000 US$'000 Unaudited Unaudited Expenses Overhead costs (593) (951) (1,502) Finance costs (485) - - Impairment of intangible assets 3 (1,777) (3) (1,012) ________ ________ ________ (2,855) (954) (2,514) ________ ________ ________ Other income Interest income 243 - - ________ ________ ________ 243 - - ________ ________ ________ Loss before income tax (2,612) (954) (2,514) Income tax - - - ________ ________ ________ Loss for the period (2,612) (954) (2,514) Other comprehensive income - - - ________ ________ ________ Total comprehensive loss for the (2,612) (954) (2,514) period ________ ________ ________ Earnings per share from continuing operations attributable to owners of the parent Basic and fully diluted earnings per share 2 (0.0077) (0.0033) (0.0087) (United States dollar) ________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial Statements.
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022
All amounts stated in thousands of United States dollar
Share Retained Total capital deficit equity US$'000 US$'000 US$'000 As at 01 January 2022 28,202 (1,614) 26,588 ________ ________ ________ Loss for the year - (2,514) (2,514) ________ ________ ________ Total comprehensive loss for the - (2,514) (2,514) year ________ ________ ________ Share based payments - share options - 111 111 ________ ________ ________ Total transactions with owners, recognised directly in equity - 111 111 ________ ________ ________ As at 31 December 2022 28,202 (4,017) 24,185 ________ ________ ________
Unaudited
As at 01 January 2022 28,202 (1,614) 26,588 ________ ________ ________ Loss for the period - (954) (954) ________ ________ ________ Total comprehensive loss for - (954) (954) the period ________ ________ ________ Share based payments - share - 78 78 options ________ ________ ________ Total transactions with owners, recognised directly in equity - 78 78 ________ ________ ________ As at 30 June 2022 Unaudited 28,202 (2,490) 25,712 ________ ________ ________ Share Retained Total capital deficit equity US$'000 US$'000 US$'000
Unaudited
As at 01 January 2023 28,202 (4,017) 24,185 ________ ________ ________ Loss for the period - (2,612) (2,612) ________ ________ ________ Total comprehensive loss for the - (2,612) (2,612) period ________ ________ ________ Proceeds from shares issued 3,928 - 3,928 Issue costs (589) - (589) Share based payments - share options - 59 59 ________ ________ ________ Total transactions with owners, recognised directly in equity 3,339 59 3,398 ________ ________ ________ As at 30 June 2023 Unaudited 31,541 (6,570) 24,971 ________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial Statements.
Consolidated Statement of Cash Flows
For the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022
All amounts stated in thousands of United States dollar
Six months Six months Year ended ended ended 30 June 30 June 31 December 2023 2022 2022 Note(s) US$'000 US$'000 US$'000 Unaudited Unaudited Cash flows from operating activities Loss for the period (2,612) (954) (2,514) Adjustments for: Share based payments - share options 59 78 111 Finance costs 485 - - Impairment of intangible assets 3 1,777 3 1,012 Decrease in trade and other receivables 40 65 117 Increase / (decrease) in trade and 70 (163) (377) other payables ________ ________ ________ Net cash used in operating activities (181) (971) (1,651) ________ ________ ________ Cash flows from investing activities Additions to intangible assets 3 (1,000) (2,383) (3,264) ________ ________ ________ Net cash used in investing activities (1,000) (2,383) (3,264) ________ ________ ________ Cash flows from financing activities Proceeds from convertible loan notes issued 7 15,875 - - Proceeds from shares issued 8 3,928 - - Issue costs 8 (589) - - ________ ________ ________ Net cash generated from financing 19,214 - - activities ________ ________ ________ Net increase / (decrease) in cash and cash equivalents 18,033 (3,354) (4,915) Cash and cash equivalents at beginning 5 461 5,376 5,376 of period ________ ________ ________ Cash and cash equivalents at end of 5 18,494 2,022 461 period ________ ________ ________
The notes form an integral part of the Condensed Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022
All tabulated amounts stated in thousands of United States dollar (unless otherwise stated)
1. General information
The principal activity of Cora Gold Limited ('the Company') and its subsidiaries (together the 'Group') is the exploration and development of mineral projects, with a primary focus in West Africa. The Company is incorporated and domiciled in the British Virgin Islands. The address of its registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola VG1110, British Virgin Islands.
The condensed consolidated interim financial statements of the Group for the six months ended 30 June 2023 comprise the results of the Group and have been prepared in accordance with AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 'Interim Financial Reporting' in preparing these interim financial statements.
The condensed consolidated interim financial statements for the period 01 January to 30 June 2023 are unaudited. In the opinion of the directors the condensed consolidated interim financial statements for the period present fairly the financial position, and results from operations and cash flows for the period in conformity with generally accepted accounting principles consistently applied. The condensed consolidated interim financial statements incorporate unaudited comparative figures for the interim period 01 January to 30 June 2022 and extracts from the audited consolidated financial statements for the year ended 31 December 2022.
The interim report has not been audited or reviewed by the Company's auditor.
With the exception of the accounting policy set out below regarding convertible loan notes and related accounting judgements, the key risks and uncertainties and critical accounting estimates remain unchanged from 31 December 2022 and the accounting policies adopted are consistent with those used in the preparation of its financial statements for the year ended 31 December 2022.
Accounting policy - convertible loan notes
The convertible loan notes, convertible into ordinary shares in the capital of the Company, issued during the six months ended 30 June 2023 are not for a fixed number of ordinary shares and in the event that they are not converted then repayment is in cash. In accordance with IAS 32 'Financial Instruments: Presentation' the Company's convertible loan notes are classified as financial liability instruments. Proceeds from the issue of convertible loan notes are recognised as debt until such time as they are converted either at the election of the holder or when certain preconditions are satisfied when they become recognised as equity. See Note 7 for further details regarding the convertible loan notes.
As at 30 June 2023 and 2022, and 31 December 2022 the Company held:
-- a 100% shareholding in Cora Gold Mali SARL (registered in the Republic of Mali; the address of its registered office is Rue 224 Porte 1279, Hippodrome 1, BP 2788, Bamako, Republic of Mali);
-- a 100% shareholding in Cora Exploration Mali SARL (the address of its registered office is Rue 224 Porte 1279, Hippodrome 1, BP 2788, Bamako, Republic of Mali);
-- a 95% shareholding in Sankarani Ressources SARL (the address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic of Mali). The remaining 5% of Sankarani Ressources SARL can be purchased from a third party for US$1 million; and
-- Cora Resources Mali SARL (registered in the Republic of Mali; the address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani Ressources SARL.
2. Earnings per share
The calculation of the basic and fully diluted earnings per share attributable to the equity shareholders is based on the following data:
Six months Six months Year ended ended ended 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Net loss attributable to equity shareholders (2,612) (954) (2,514) _______ _______ _______ Weighted average number of shares for the purpose of 338,577 289,557 289,557 basic and fully diluted earnings per _______ _______ _______ share (000's) Basic and fully diluted earnings per share (0.0077) (0.0033) (0.0087) (United States dollar) _______ _______ _______
As at 30 June 2023, 2022 and 31 December 2022 the Company's issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 8).
3. Intangible assets
Intangible assets relate to exploration and evaluation project costs capitalised as at 30 June 2023 and 2022, and 31 December 2022, less impairment.
Six months Six months Year ended ended ended 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited As at 01 January 23,826 21,574 21,574 Additions 1,000 2,383 3,264 Impairment (1,777) (3) (1,012) _______ _______ _______ As at period end 23,049 23,954 23,826 _______ _______ _______
Additions to project costs during the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022 were in the following geographical areas:
Six months Six months Year ended ended ended 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Mali 984 2,376 3,256 Senegal 16 7 8 _______ _______ _______ Additions to project costs 1,000 2,383 3,264 _______ _______ _______
Impairment of project costs during the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022 relate to the following terminated projects:
30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Siékorolé (Yanfolila Project Area, Mali) 791 - - Tékélédougou (Yanfolila Project Area, Mali) 514 - - Farassaba II (Yanfolila Project Area, Mali) 414 - - Farani (Yanfolila Project Area, Mali) 53 - - Tagan (Yanfolila Project Area, Mali) 5 - 891 Winza (Yanfolila Project Area, Mali) - 2 5 Kakadian (Kenieba Project Area, Mali / Senegal) - 1 - Satifara Sud (Kenieba Project Area, - - 116 Mali / Senegal) _______ _______ _______ Impairment of project costs 1,777 3 1,012 _______ _______ _______
Cora's primary focus is on further developing the Sanankoro Gold Project in Mali and following a review of projects in 2023 the board of directors decided to terminate all projects in the Yanfolila Project Area (Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou permits. In previous periods, other projects which were terminated were considered by the directors to be no longer prospective.
Project costs capitalised as at 30 June 2023 and 2022, and 31 December 2022 related to the following geographical areas:
30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Mali 22,525 23,447 23,318 Senegal 524 507 508 _______ _______ _______ As at period end 23,049 23,954 23,826 _______ _______ _______ 4. Trade and other receivables 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Other receivables - 107 - Prepayments and accrued income 51 36 91 _______ _______ _______ 51 143 91 _______ _______ _______ 5. Cash and cash equivalents
Cash and cash equivalents held as at 30 June 2023 and 2022, and 31 December 2022 were in the following currencies:
30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited United States dollar (US$) 18,371 7 5 British pound sterling (GBPGBP) 77 1,800 421 CFA franc (XOF) 45 214 34 Euro (EUREUR) 1 1 1 _______ _______ _______ 18,494 2,022 461 _______ _______ _______ 6. Trade and other payables 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Trade payables 170 215 58 Other payables - 34 30 Accruals 93 158 105 _______ _______ _______ 263 407 193 _______ _______ _______ 7. Convertible loan notes 30 June 30 June 31 December 2023 2022 2022 US$'000 US$'000 US$'000 Unaudited Unaudited Convertible loan notes 16,360 - - _______ _______ _______ 16,360 - - _______ _______ _______
On 13 March 2023 the Company closed a subscription for:
-- 80,660,559 ordinary shares in the capital of the Company at a price of US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26 (see Note 8); and
-- convertible loan notes ('CLN' or 'Convertible Loan Notes') convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 for a total of US$15,875,000
(together the 'Fundraising'). Certain directors of the Company participated in this Fundraising.
As at 30 June 2023 the Company had an unsecured obligation in relation to issued and outstanding Convertible Loan Notes for a total of US$15,875,000, being convertible into ordinary shares in accordance with the Convertible Loan Note Instrument dated 28 February 2023. These Convertible Loan Notes were issued on 13 March 2023 and have a maturity date of 09 September 2023. In the event that any Convertible Loan Notes are not converted on or prior to their maturity date then such Convertible Loan Notes are repayable at a 5% premium to the total amount outstanding under the CLN. As at 30 June 2023 finance costs of US$485,000 have been accrued in respect of the 5% premium.
The Convertible Loan Note Instrument dated 28 February 2023 sets out the terms of the CLN, which are principally as follows:
-- Maturity Date: 09 September 2023. -- Coupon: 0%.
-- Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional:
-- on or prior to 11 June 2023, at the lower of (a) US$0.0596 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023);
-- after 11 June 2023, at the lower of (a) US$0.0542 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023).
-- Voluntary Conversion: At the election of the holder at any time after 11 June 2023, at US$0.0569 per ordinary share.
-- Repayment: Repayable on Maturity Date, if not converted, or earlier, at the option of the holder, in the case of a (i) a change of control of the Company (ii) the merger or sale of the Company (including the sale of substantially all of the assets), at a 5% premium to the total amount outstanding under the CLN.
-- Other: CLN are issued fully paid in amount and are fully transferable.
In addition, holders of CLN issued on 13 March 2023 were granted proportionate participation in a Net Smelter Royalty ('NSR') of 1% in respect of all ores, minerals, metals and materials containing gold mined and sold or removed from the Sanankoro Gold Project, until 250,000 ozs of gold has been produced and sold from the Sanankoro Gold Project, provided that the Company may purchase and terminate the NSR, in full and not in part, at any time for a value of US$3 million.
Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes issued on 13 March 2023 for a total of US$15,875,000, the holders of CLN approved amendments to the Convertible Loan Note Instrument dated 28 February 2023 (see Note 12).
8. Share capital
The Company is authorised to issue an unlimited number of no par value shares of a single class.
As at 31 December 2021 the Company's issued and outstanding capital structure comprised:
-- 289,557,159 ordinary shares;
-- share options over 1,225,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022;
-- share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; and
-- share options over 6,650,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026.
During the six months ended 30 June 2022:
-- on 14 May 2022 share options over 100,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026 were cancelled.
As at 30 June 2022 the Company's issued and outstanding capital structure comprised:
-- 289,557,159 ordinary shares;
-- share options over 1,225,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022;
-- share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; and
-- share options over 6,550,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026.
During the six months ended 31 December 2022:
-- on 18 December 2022 share options over 1,225,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expired.
As at 31 December 2022 the Company's issued and outstanding capital structure comprised:
-- 289,557,159 ordinary shares;
-- share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; and
-- share options over 6,550,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026.
During the six months ended 30 June 2023:
-- on 13 March 2023: -- the Company closed a subscription for:
-- 80,660,559 ordinary shares in the capital of the Company at a price of US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26; and
-- Convertible Loan Notes convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 for a total of US$15,875,000 (see Note 7)
(together the 'Fundraising'). Certain directors of the Company participated in this Fundraising.
-- the board of directors granted and approved share options over 14,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028.
As at 30 June 2023 the Company's issued and outstanding capital structure comprised:
-- 370,217,718 ordinary shares;
-- share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;
-- share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025;
-- share options over 6,550,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026; and
-- share options over 14,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028.
In addition, the Company had an unsecured obligation in relation to issued and outstanding Convertible Loan Notes for a total of US$15,875,000 (see Note 7).
Movements in capital during the six months ended 30 June 2023 and 2022, and the year ended 31 December 2022 were as follows:
Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Number 16.5 pence; 8.5 pence; 10 pence; 10.5 pence; 4 pence; of ordinary 18 December 09 October 12 October 08 December 13 March Proceeds shares 2022 2023 2025 2026 2028 US$'000 As at 01 January 2022 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 - 28,202 Cancellation of - - - - (100,000) - - share options __________ _________ _________ _________ _________ _________ _______ As at 30 June 2022 Unaudited 289,557,159 1,225,000 4,950,000 4,600,000 6,550,000 - 28,802 Expiry of share - (1,225,000) - - - - - options __________ _________ _________ _________ _________ _________ _______ 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 - - - - - 14,350,000 - options __________ _________ _________ _________ _________ _________ _______ As at 30 June 2023 370,217,718 - 4,950,000 4,600,000 6,550,000 14,350,000 31,541
Unaudited __________ _________ _________ _________ _________ _________ _______ 9. Ultimate controlling party
The Company does not have an ultimate controlling party.
As at 30 June 2023 the Company's largest shareholder was Brookstone Business Inc ('Brookstone') which held 103,329,906 ordinary shares, being 27.91% of the total number of ordinary shares issued and outstanding. Brookstone is wholly owned and controlled by First Island Trust Company Ltd as Trustee of The Nodo Trust, being a discretionary trust with a broad class of potential beneficiaries. Patrick Quirk, father of Paul Quirk (Non-Executive Director of the Company), is a potential beneficiary of The Nodo Trust.
Brookstone, Key Ventures Holding Ltd and Paul Quirk (Non-Executive Director of the Company) (collectively the 'Investors'; as at 30 June 2023 their aggregated shareholdings being 31.60% of the total number of ordinary shares issued and outstanding) have entered into a Relationship Agreement on 18 March 2020 to regulate the relationship between the Investors and the Company on an arm's length and normal commercial basis. In the event that Investors' aggregated shareholdings becomes less than 30% then the Relationship Agreement shall terminate. Key Ventures Holding Ltd is wholly owned and controlled by First Island Trust Company Ltd as Trustee of The Sunnega Trust, being a discretionary trust of which Paul Quirk (Non-Executive Director of the Company) is a potential beneficiary.
10. Contingent liabilities
A number of the Company's project areas have potential net smelter return royalty obligations, together with options for the Company to buy out the royalty. At the current stage of development, it is not considered that the outcome of these contingent liabilities can be considered probable or reasonably estimable and hence no provision has been recognised in the financial statements.
11. Capital commitments
During 2020 and 2021 the Company entered into contracts with a number of contractors in respect of a Definitive Feasibility Study ('DFS') for the Sanankoro Gold Project. Total estimated costs in respect of the DFS contractors were approximately US$2,067,000. As at 30 June 2022, under the terms of the contracts, the Company had incurred costs of approximately US$1,990,000. The DFS was completed in 2022.
12. Events after the reporting date
Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes issued on 13 March 2023 for a total of US$15,875,000, the holders of CLN approved amendments to the Convertible Loan Note Instrument dated 28 February 2023 (see Note 7). These amendments resulted in the following principal changes to the terms of the CLN:
-- Maturity Date: 12 March 2024.
-- Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional:
-- after 09 September 2023, at the lower of (a) US$0.0487 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023).
-- Voluntary Conversion: At the election of the holder at any time after 09 September 2023, at US$0.0487 per ordinary share.
-- Early Repayment: prior to 09 September 2023, holders of CLN may elect to request the early repayment of outstanding CLN which shall be redeemed by the Company for par value of the principal amount of the CLN plus 5% of the principal amount of the CLN.
The other terms of the CLN, including Coupon and Repayment, remain unchanged.
Following the above amendments to the Convertible Loan Note Instrument dated 28 February 2023 certain holders of CLN requested the early repayment of outstanding CLN for a total principal amount of US$625,000 plus 5% premium. Accordingly, as at the date of these condensed consolidated interim financial statements, the Company had an unsecured obligation in relation to issued and outstanding CLN for a total of US$15,250,000, being convertible into ordinary shares in accordance with the Convertible Loan Note Instrument dated 28 February 2023 as amended. These CLN were issued on 13 March 2023 and have a maturity date of 12 March 2024.
13. Approval of condensed consolidated interim financial statements
The condensed consolidated interim financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 22 September 2023.
**ENDS**
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END
IR SEUFFLEDSEIU
(END) Dow Jones Newswires
September 25, 2023 02:00 ET (06:00 GMT)
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