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$1 million; and
● Cora Resources Mali SARL
(registered in the Republic of Mali; the address of its registered
office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic
of Mali) was a wholly owned subsidiary of Sankarani Ressources
SARL.
2. Earnings per
share
The calculation of the basic and fully diluted
earnings per share attributable to the equity shareholders is based
on the following data:
|
|
|
Six months
ended
30 June
2024
US$'000
Unaudited
|
Six months
ended
30 June
2023
US$'000
Unaudited
|
Year
ended
31 December
2023
US$'000
|
|
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
ended
30 June
2024
US$'000
Unaudited
|
Six months
ended
30 June
2023
US$'000
Unaudited
|
Year
ended
31
December
2023
US$'000
|
|
As at 01 January
|
|
23,835
|
23,826
|
23,826
|
|
Additions
|
|
836
|
1,000
|
1,786
|
|
Impairment
|
|
-
_______
|
(1,777)
_______
|
(1,777)
_______
|
|
As at period end
|
|
24,671
_______
|
23,049
_______
|
23,835
_______
|
Additions to project costs during the six
months ended 30 June 2024 and 2023, and the year ended 31 December
2023 were in the following geographical areas:
|
|
|
Six months
ended
30 June
2024
US$'000
Unaudited
|
Six months
ended
30 June
2023
US$'000
Unaudited
|
Year
ended
31
December
2023
US$'000
|
|
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
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
Siékorolé (Yanfolila Project Area,
Mali)
|
|
-
|
791
|
791
|
|
Tékélédougou (Yanfolila Project Area,
Mali)
|
|
-
|
514
|
514
|
|
Farassaba III (Yanfolila Project Area,
Mali)
|
|
-
|
414
|
414
|
|
Farani (Yanfolila Project Area,
Mali)
|
|
-
|
53
|
53
|
|
Tagan (Yanfolila Project Area, Mali)
|
|
-
_______
|
5
_______
|
5
_______
|
|
Impairment of project costs
|
|
-
_______
|
1,777
_______
|
1,777
_______
|
The Company's primary focus is on further
developing the Sanankoro Gold Project located within the Sanankoro
Project Area (Mali). In 2023 the board of directors decided to
terminate all projects in the Yanfolila Project Area (Mali), being
the Farani, Farassaba III, Siékorolé and Tékélédougou permits.
Having been considered by the board of directors to be no longer
prospective the Tagan permit in the Yanfolila Project Area had been
terminated in 2022.
Project costs capitalised as at 30 June 2024
and 2023, and 31 December 2023 related to the following
geographical areas:
|
|
|
30 June
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
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
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
Bokoro II (Sanankoro Project Area,
Mali)
|
|
402
|
401
|
401
|
|
Kodiou (Sanankoro Project Area,
Mali)
|
|
82
_______
|
82
_______
|
82
_______
|
|
|
|
484
_______
|
483
_______
|
483
_______
|
4. Trade and
other receivables
|
|
|
30 June
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
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
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
United States dollar (US$)
|
|
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
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
Trade payables
|
|
57
|
170
|
88
|
|
Accruals
|
|
229
_______
|
93
_______
|
166
_______
|
|
|
|
286
_______
|
263
_______
|
254
_______
|
7. Convertible
loan notes
|
|
|
30 June
2024
US$'000
Unaudited
|
30 June
2023
US$'000
Unaudited
|
31
December
2023
US$'000
|
|
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$12,971,500 plus the 5% premium (see Note 7). As a result the
Company no longer had an unsecured obligation in relation to issued
and outstanding CLN.
As at 30 June 2024 the Company's issued and
outstanding capital structure comprised:
● 452,178,145 ordinary
shares;
● share options over 4,300,000
ordinary shares in the capital of the Company exercisable at 10
pence (British pound sterling) per ordinary share expiring on 12
October 2025;
● share options over 5,050,000
ordinary shares in the capital of the Company exercisable at 10.5
pence (British pound sterling) per ordinary share expiring on 08
December 2026; and
● share options over 13,350,000
ordinary shares in the capital of the Company exercisable at 4
pence (British pound sterling) per ordinary share expiring on 13
March 2028.
Movements in capital during the six months
ended 30 June 2024 and 2023, and the year ended 31 December 2023
were as follows:
|
|
Number of
ordinary shares
|
|
Share
options
over number of ordinary
shares
(exercise price per ordinary
share; expiring date)
|
Proceeds
US$'000
|
|
|
|
8.5
pence;
09 October
2023
|
10
pence;
12 October
2025
|
10.5
pence;
08
December 2026
|
4
pence;
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.
