Interim Results: Six Months Ended 30 June 2023

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 Craig Banfield	Cora Gold Limited	[e-mail]
Derrick Lee Charlie Beeson	Cavendish Capital Markets Limited (Nomad & Broker)	[phone]
Susie Geliher Isabelle Morris Isabel de Salis	St Brides Partners (Financial PR)	[e-mail]

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

	Note(s)		30 June 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
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)

	Note(s)		Six months ended 30 June 2023 US$'000 Unaudited	Six months ended 30 June 2022 US$'000 Unaudited	Year ended 31 December 2022 US$'000
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 period			(2,612) ________	(954) ________	(2,514) ________
Earnings per share from continuing operations attributable to owners of the parent
Basic and fully diluted earnings per share (United States dollar)	2		(0.0077) ________	(0.0033) ________	(0.0087) ________

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 capital US$'000

Retained deficit US$'000

Total equity US$'000

As at 01 January 2022			28,202 ________	(1,614) ________	26,588 ________
Loss for the year			- ________	(2,514) ________	(2,514) ________
Total comprehensive loss for the year			- ________	(2,514) ________	(2,514) ________
Share based payments - share options			- ________	111 ________	111 ________
Total transactions with owners, recognised directly in equity			- ________	111 ________	111 ________
As at 31 December 2022			28,202 ________	(4,017) ________	24,185 ________

Unaudited

As at 01 January 2022			28,202 ________	(1,614) ________	26,588 ________
Loss for the period			- ________	(954) ________	(954) ________
Total comprehensive loss for the period			- ________	(954) ________	(954) ________
Share based payments - share options			- ________	78 ________	78 ________
Total transactions with owners, recognised directly in equity			- ________	78 ________	78 ________
As at 30 June 2022 Unaudited			28,202 ________	(2,490) ________	25,712 ________

			Share capital US$'000	Retained deficit US$'000	Total equity 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 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 ________

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

	Note(s)	Six months ended 30 June 2023 US$'000 Unaudited	Six months ended 30 June 2022 US$'000 Unaudited	Year ended 31 December 2022 US$'000
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 other payables		70 ________	(163) ________	(377) ________
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 activities		19,214 ________	- ________	- ________
Net increase / (decrease) in cash and cash equivalents		18,033	(3,354)	(4,915)
Cash and cash equivalents at beginning of period	5	461 ________	5,376 ________	5,376 ________
Cash and cash equivalents at end of period	5	18,494 ________	2,022 ________	461 ________

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 ended 30 June 2023 US$'000 Unaudited	Six months ended 30 June 2022 US$'000 Unaudited	Year ended 31 December 2022 US$'000
Net loss attributable to equity shareholders		(2,612) _______	(954) _______	(2,514) _______
Weighted average number of shares for the purpose of basic and fully diluted earnings per share (000's)		338,577 _______	289,557 _______	289,557 _______
Basic and fully diluted earnings per share (United States dollar)		(0.0077) _______	(0.0033) _______	(0.0087) _______

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 ended 30 June 2023 US$'000 Unaudited	Six months ended 30 June 2022 US$'000 Unaudited	Year ended 31 December 2022 US$'000
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 ended 30 June 2023 US$'000 Unaudited	Six months ended 30 June 2022 US$'000 Unaudited	Year ended 31 December 2022 US$'000
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 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
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, Mali / Senegal)		- _______	- _______	116 _______
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 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
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 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
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 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
United States dollar (US$)		18,371	7	5
British pound sterling (GBP£)		77	1,800	421
CFA franc (XOF)		45	214	34
Euro (EUR€)		1 _______	1 _______	1 _______
		18,494 _______	2,022 _______	461 _______

6.     Trade and other payables

		30 June 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
Trade payables		170	215	58
Other payables		-	34	30
Accruals		93 _______	158 _______	105 _______
		263 _______	407 _______	193 _______

7.     Convertible loan notes

		30 June 2023 US$'000 Unaudited	30 June 2022 US$'000 Unaudited	31 December 2022 US$'000
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:

	Number of ordinary shares		Share options over number of ordinary shares (exercise price per ordinary share; expiring date)					Proceeds US$'000
			16.5 pence; 18 December 2022	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 2022	289,557,159		1,225,000	4,950,000	4,600,000	6,650,000	-	28,202
Cancellation of share options	- __________		- _________	- _________	- _________	(100,000) _________	- _________	- _______
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 options	- __________		(1,225,000) _________	- _________	- _________	- _________	- _________	- _______
As at 31 December 2022	289,557,159		-	4,950,000	4,600,000	6,550,000	-	28,202
Subscription	80,660,559		-	-	-	-	-	3,928
Issue costs	-		-	-	-	-	-	(589)
Granting of share options	- __________		- _________	- _________	- _________	- _________	14,350,000 _________	- _______
As at 30 June 2023 Unaudited	370,217,718 __________		- _________	4,950,000 _________	4,600,000 _________	6,550,000 _________	14,350,000 _________	31,541 _______

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**

 

END