Cora Gold Regulatory News (CORA)

Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining

1 December 2021

Cora Gold Limited ('Cora' or 'the Company')

£4.25 Million Fundraise

Cora Gold Limited, the West African focused gold company, is pleased to announce that it has conditionally raised £4,250,000 before expenses through a placing (the 'Placing') and Subscription (as defined below) (together the 'Fundraise') of 42,500,000 new ordinary shares of no par value in the Company ('Ordinary Shares') at a price of 10 pence per Ordinary Share (the 'New Ordinary Shares'). Pursuant to the Placing, the Company's joint broker, Turner Pope Investments Ltd ('TPI'), is acting as sole book runner (the 'Bookrunner').

Bert Monro, Chief Executive Officer of Cora, commented, "I am very pleased with the strong support we have received for this fundraise from many of our existing shareholders as well as new investors. This follows the recent announcement of the updated Mineral Resource Estimate at our flagship Sanankoro Gold Project (see RNS dated 16 November 2021) wherein Cora reported total pit constrained resources of 21.9 million tonnes at 1.15 g/t Au for a total of 809.3 koz of gold. This is a +200% increase from our maiden resource published in December 2019 and notably all of our deposits remain open in all directions indicating further potential.

"The DFS at Sanankoro is well underway, funded, and on schedule for completion in H1 2022. We look forward to keeping all shareholders updated with our progress, with significant work ongoing on many fronts, at this exciting time for the Company."

Details of the Fundraise

The Fundraise is being conducted out of the authorities to issue and allot Ordinary Shares in the capital of the Company granted to the Directors by shareholders at the Company's Annual General Meeting held on 22 June 2021. Accordingly, the issue of the New Ordinary Shares is not subject to the approval of shareholders.

The Fundraise is conditional on admission of the New Ordinary Shares to trading on AIM ('Admission').

Use of proceeds

The net proceeds of the Fundraise will principally be used to progress the ongoing DFS at Sanankoro as well as continued exploration at the Company's permits and for general working capital purposes.

Binding commitments

Binding commitments to subscribe for 11,562,500 New Ordinary Shares pursuant to the Placing have been received by the Bookrunner from other investors.

Binding commitments to subscribe (the 'Subscription') for a total of 30,937,500 New Ordinary Shares have been received from Brookstone Business Inc ('Brookstone'; the Company's largest shareholder), Lord Farmer (a substantial shareholder), certain directors of the Company and other subscribers. Details of their participation and consequent interest in the Company's issued share capital is described below.

Admission and Total Voting Rights

Through the Placing and the Subscription, the Company has conditionally raised a total of approximately £4.25 million, before expenses, through the proposed issue of 42,500,000 New Ordinary Shares to certain existing shareholders and new investors.

As noted above, the Fundraise is subject to Admission. Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealing in the New Ordinary Shares will commence on or around 08 December 2021. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the share capital of the Company will be comprised of 289,557,159 Ordinary Shares. The above figure of 289,557,159 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in Cora under the FCA's Disclosure and Transparency Rules.

Related party transaction

The Subscription by each of Brookstone, Lord Farmer, Edward Bowie, Andrew Chubb, and Robert ('Bert') Monro constitutes related party transactions pursuant to Rule 13 of the AIM Rules. Having consulted with the Company's nominated adviser, finnCap Ltd, David Pelham, an independent Non-Executive Director of the Company, considers that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

The following directors of the Company or their connected parties have given a binding commitment to subscribe for the following numbers of shares in the Fundraise:

· Edward Bowie (independent Non-Executive Director and Chairman of the board) - 100,000 New Ordinary Shares;

· Andrew Chubb (independent Non-Executive Director) - 200,000 New Ordinary Shares; and

· Robert Monro (Chief Executive Officer and a Director) - 300,000 New Ordinary Shares.

On Admission, certain substantial shareholders of the Company will hold the following numbers of Ordinary Shares:

· Brookstone will be the registered holder of 82,796,025 Ordinary Shares, representing approximately 28.59 per cent. of the issued share capital of the Company on Admission. Brookstone is wholly owned and controlled by First Island Trust Company Limited as Trustee of the Nodo Trust, a discretionary trust with a broad class of potential beneficiaries. Patrick Quirk, the father of Paul Quirk (a Non-Executive Director of the Company), is a potential beneficiary of the Nodo Trust; and

· Lord Farmer will be the registered holder of 40,886,536 Ordinary Shares, representing approximately 14.12 per cent. of the issued share capital of the Company on Admission.

Relationship Agreement

On 18 March 2020 Brookstone, Key Ventures Holding Ltd (which is wholly owned and controlled by First Island Trust Company Limited as Trustee of The Sunnega Trust, a discretionary trust with a broad class of potential beneficiaries; Paul Quirk (Non-Executive Director) is a potential beneficiary of The Sunnega Trust) and Paul Quirk (collectively the 'Investors') entered into a Relationship Agreement to regulate the relationship between the Investors and the Company on an arm's length and normal commercial basis. In the event that Investors' aggregated shareholdings becomes less than 30 per cent. then the Relationship Agreement shall terminate. As at the date of this news release the Investors' aggregated shareholdings were 34.38 per cent. of the issued share capital of the Company. On Admission the Investors' revised aggregated shareholdings will be 33.32 per cent. of the issued share capital of the Company.

Revised shareholdings following Admission

On Admission, the revised shareholdings of the following directors and substantial shareholders will be:

Market Abuse Regulation ('MAR') Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

**ENDS**

For further information, please visit http://www.coragold.com or contact:

Notes

Cora is an emerging West African gold developer with three principal de-risked project areas within two known gold belts in Mali and Senegal covering over +1,100 sq. km. 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, Southern Mali, where Cora hopes to commence construction of an open pit oxide focussed gold mine in 2022. An updated mineral resource estimate on the Project was published in November 2021 which increased the Resources by over 200% (from the 2019 Maiden resource) to 809,300oz Au. A Definitive Feasibility Study is expected to be completed in H1 2022.