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Final Results and Notice of AGM

16 May 2022 07:00

RNS Number : 5199L
Cora Gold Limited
16 May 2022
 

 

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

16 May 2022

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

2021 Final Results

and

Notice of AGM

 

Cora Gold Limited, the West African focused gold company, is pleased to announce its final audited results for the year ended 31 December 2021.

 

Highlights

 

● At the start of the year, a series of gold discoveries from satellite imagery and surface prospecting programmes identified new surface workings at Selin, currently the largest deposit at its flagship Sanankoro Gold Project ('Sanankoro' or the 'Project') in southern Mali. Following this, Cora's single most extensive drilling programme commenced and continued to advance during Q2 and Q3 2021.

 

● In March 2021, the Company awarded an initial 22,000 metres contract for reverse circulation and diamond core drilling at Sanankoro, and began drilling with an expectation of drilling up to 35,000m by July 2021, representing almost double the total amount of the drilling on Sanankoro over the previous two years. This drill programme had a dual focus of targeting resource growth as well as infill drilling to convert existing Inferred resources to Indicated.

 

● In April 2021, Cora received maiden results from the drilling campaign. These were extremely encouraging and included 34m at 1.98 g/t gold ('Au') from 13m depth and 52m at 1.78 g/t Au from 20m depth, highlighting the significant potential of Selin.

 

● In June 2021, Cora raised £3.13 million through a subscription for 40,425,000 ordinary shares.

 

● By July 2021, the sixth set of drill results from the drilling programme at Sanankoro had been received, including the most significant result Cora has ever recorded of 19m at 31.56 g/t Au, offering greater upside and confirming Sanankoro's potential to become a world class project.

 

● In September 2021, a team of highly experienced consultants and contractors, led by SENET of South Africa, were appointed to run a Definitive Feasibility Study for the Sanankoro Gold Project (the 'DFS'). Since then, all of the consultants and contractors have completed site visits and many work streams have already been successfully advanced, and a number concluded. Test work samples are being analysed, geophysics work has been conducted, planned drilling programmes have been completed, and site layout has been developed.

 

● Sanankoro's future development is well supported by the new US$25 million Mandate and Term Sheet ('Term Sheet') with Lionhead Capital Advisors Proprietary Limited ('Lionhead'), which was agreed in September 2021. This expanded upon and replaced a previous term sheet with Lionhead for US$21 million, thus demonstrating Lionhead's continued support and confidence in Sanankoro. The Term Sheet significantly de-risks Sanankoro and future project financing.

 

● In October 2021, the drilling programme at Sanankoro was concluded for a total of c.43,000m. The programme returned consistently impressive results at a high grade in general shallow oxide ore, with 15 holes of +100 gram-metres. In addition, the depth of oxidisation was extended to greater than 190m vertical depth pointing to potential positive implications for future mining at Sanankoro.

 

● In November 2021, an updated Mineral Resource Estimate ('MRE'; prepared by CSA Global (UK) Limited) increased total resources for the Sanankoro Gold Project by +200% from the maiden MRE of December 2019. The updated MRE delineated a pit constrained resource of 21.9 million tonnes ('Mt') at 1.15 g/t Au for a total of 809.3 thousand ounces ('koz') of gold. This surpassed Cora's expectations from the commencement of the drill programme and represented a major step forward.

 

● In December 2021, Cora ended the year on a strong note financially having raised £4.25 million through a placing and subscription for 42,500,000 ordinary shares.

 

● Post-period end, a +7,500m drill programme has been completed at Sanankoro with dual focus on converting existing resources from Inferred to Indicated category as well as targeting the discovery of new Inferred resources. The first set of assay results have been released with more to follow imminently

 

 

Bert Monro, CEO of Cora, commented, "2021 was a year of strong progress for Cora, with significant Resource growth at Sanankoro and very well supported capital raises as we look beyond the DFS. With these milestone foundations in place, 2022 is expected to be just as formative as we focus on mine development, with the DFS nearing completion to determine the optimum route for production.

 

"Post-period end, during Q1 2022, Cora started a +7,500m drill programme at Sanankoro focused on enhancing the current MRE of 809.3 koz at 1.15 g/t Au. This drilling was completed in April 2022. On 09 May 2022, we announced the first of these results showing a number of shallow oxide intercepts, including 25m at 2.38 g/t Au, plus the identification of two new gold discoveries, Fode 1 and Target 6, both in close proximity to existing Mineral Resources. We look forward to sharing further results from the 2022 drill programme as we receive them.

 

"Cora is well placed to continue to discover and define economic gold and add shareholder value as we near the completion of the Sanankoro DFS. I would like to thank Cora's shareholders for their continued strong support during this exciting period, as demonstrated by their participation in the Company's two fundraises in 2021. 2021 was a landmark year for the Company and I am certain Cora will make further significant progress during 2022 and beyond."

 

Annual General Meeting

 

NOTICE IS HEREBY GIVEN of the 2022 Annual General Meeting (the 'AGM') of Cora to be held at 12.00 p.m. (United Kingdom time) on 21 June 2022 which can be attended as set out below.

 

Due to the ongoing impact of the COVID-19 pandemic and in the interest of allowing as many shareholders as possible to attend, the AGM will take place online. There are two ways in which attendees may join the AGM:

 

Option 1 By dial in. Use one of the telephone numbers and Meeting ID set out below:

● telephone number: +44 (0)203 481 5237

+44 (0)131 460 1196

+44 (0)330 088 5830

● Meeting ID: 867 8605 4314 #

 

Option 2 Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need speakers and, if required, microphone capability in order to be able to speak. Use the hyperlink set out below:

● hyperlink: https://us02web.zoom.us/j/86786054314

 

The Company's board of directors strongly advises shareholders to submit their votes by proxy prior to the AGM. Shareholders who have submitted a proxy may still attend the AGM. However, submitting a proxy means shareholders know that their vote will be counted. Copies of proxy forms can be downloaded via the Company's website at www.coragold.com/category/company-reports.

 

The Company's Annual Report and Financial Statements for the year ended 31 December 2021, including the notice of AGM, will be posted to shareholders today and will be available thereafter on the Company's website http://www.coragold.com.

 

Market Abuse Regulation ('MAR') Disclosure

 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, until the release of this announcement.

 

**ENDS**

 

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

 

Bert Monro

Craig Banfield

Cora Gold Limited

info@coragold.com

Christopher Raggett

Charlie Beeson

finnCap Ltd

Nomad & Joint Broker

+44 (0)20 7220 0500

Andy Thacker

James Pope

Turner Pope Investments

Joint Broker

+44 (0)20 3657 0050

Susie Geliher

Selina Lovell

St Brides Partners

Financial PR

pr@coragold.com

 

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 c.1,000 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.

 

Chairman's Statement

I am pleased to present the Annual Report of Cora Gold Limited ('Cora' or the 'Company') and its subsidiaries (together the 'Group') for the year ended 31 December 2021.

 

Cora is a gold company focused on two world class gold regions in Mali and Senegal in West Africa, being the Yanfolila Gold Belt (south Mali) and the Kédougou-Kéniéba Inlier gold belt (also known as the 'Kenieba Window'; west Mali / east Senegal).

 

The strategy of the Company is, through systematic exploration, to discover, delineate and develop economic ore bodies. Historical exploration has resulted in the highly prospective Sanankoro Gold Discovery ('Sanankoro' or 'Sanankoro Gold Project') in the Yanfolila Gold Belt, in addition to multiple, high potential, drill ready gold targets within its broader portfolio. Cora's highly experienced and successful management team has a proven track record in making multi-million ounce gold discoveries which have been developed into operating mines. Cora's primary focus is on further developing Sanankoro, which the Company believes has the potential for a standalone mine development.

 

2021 has been an excellent year for Cora as we continue to transition from explorer to developer. A number of key milestones were met during the course of the year, some of which are summarised below. We have a highly experienced and dedicated team to thank for this progress, and personally I am delighted to see the results of their tireless efforts come to fruition in such a positive way. With a number of field programmes ongoing, this momentum will continue through into 2022 as we advance the flagship Sanankoro Gold Project towards construction.

 

Sanankoro Gold Project

 

● At the start of the year, a series of gold discoveries from satellite imagery and surface prospecting programmes identified new surface workings at Selin, currently the largest deposit at Sanankoro. Following this, Cora's single most extensive drilling programme commenced and continued to advance during Q2 and Q3 2021.

 

● In March 2021, the Company awarded an initial 22,000m contract for reverse circulation and diamond core drilling at Sanankoro, and began drilling with an expectation of drilling up to 35,000m by July 2021, representing almost double the total amount of the drilling over the previous two years. This drill programme had a dual focus of targeting resource growth as well as infill drilling to convert existing Inferred resources to Indicated.

 

● In April 2021, Cora received maiden results from the drilling campaign. These were extremely encouraging and included 34m at 1.98 g/t Au from 13m depth and 52m at 1.78 g/t Au from 20 metres depth, highlighting the significant potential of Selin.

 

● By July 2021, the sixth set of drill results from the drilling programme at Sanankoro had been received, including the most significant result Cora has ever recorded of 19m at 31.56 g/t Au, offering greater upside and confirming Sanankoro's potential to become a world class project.

 

● In October 2021, the drilling programme at Sanankoro was concluded for a total of c.43,000m. The programme returned consistently impressive results at a high grade in general shallow oxide ore, with 15 holes of +100 gram-metres. In addition the depth of oxidisation was extended to greater than 190m vertical depth pointing to potential positive implications for future mining at Sanankoro.

 

● In November 2021, an updated Mineral Resource Estimate ('MRE'; prepared by CSA Global (UK) Limited) increased total resources for the Sanankoro Gold Project by +200% from the maiden MRE of December 2019. The updated MRE delineated a pit constrained resource of 21.9 million tonnes ('Mt') at 1.15 g/t Au for a total of 809.3 thousand ounces ('koz') of gold. This surpassed Cora's expectations from the commencement of the drill programme and represented a major step forward.

 

Definitive Feasibility Study

 

● The next step in Sanankoro's development is the Definitive Feasibility Study ('DFS'), which is already progressing at pace and expected to be completed shortly. Reinforced by the recently updated MRE, the DFS has a strong foundation supporting Cora's strategy to deliver free-digging open pit oxide-focused ounces.

 

● In September 2021, a team of highly experienced consultants and contractors, led by SENET of South Africa, were appointed to run the DFS. Since then, all of the consultants and contractors have completed site visits and many work streams have already been successfully advanced, and a number concluded. Test work samples are being analysed, geophysics work has been conducted, planned drilling programmes have been completed, and site layout has been developed to include a process plant and Tailings Storage Facility locations.

 

● The DFS is aimed at outlining the optimum route for Sanankoro's development into a new gold mine, building on its strong fundamentals as highlighted in 2020's Scoping Study.

 

● During Q1 2022, in relation to the DFS, Cora announced that:

● all hydrogeological and geotechnical drilling, associated pump testing and geotechnical test pits have been completed

● all field-based sampling work is now complete and final samples have been dispatched to the relevant laboratories

● metallurgical test work is ongoing

● all major procurement packages have been sent to suppliers for costing

● site lay-out has been finalised, including locations of the plant, tailings storage facility and camp accommodation

● the Environmental and Social Impact Assessment remains on target for completion in H1 2022

 

● With the above workstreams nearing completion, the attention of the DFS has now turned to optimisations to ensure that the project delivers maximum value and all routes to production are duly considered.

 

Funding

 

● Sanankoro's future development is well supported by the new US$25 million Mandate and Term Sheet ('Term Sheet') with Lionhead Capital Advisors Proprietary Limited ('Lionhead'), which was agreed in September 2021. This expanded upon and replaced a previous term sheet with Lionhead for US$21 million, thus demonstrating Lionhead's continued support and confidence in Sanankoro. In light of the very positive 2021 drilling results, we are now looking towards an increased focus on a conventional gravity/carbon-in-leach ('CIL') processing route, which will allow for higher recoveries and enable the development of a larger and longer life gold mine with improved economics. With this in mind, the Term Sheet significantly de-risks Sanankoro and future project financing.

 

● In June 2021 Cora raised £3.13 million through a subscription for 40,425,000 ordinary shares and then in December 2021 ended the year on a strong note financially having raised £4.25 million through a placing and subscription for 42,500,000 ordinary shares. This further demonstrates the continued strong support from Cora's existing shareholders and new investors during this exciting period.

 

Other Permits

 

Although Sanankoro is indeed Cora's flagship asset, in 2021 we also made encouraging progress on a number of the Group's other permits. In particular, the Yanfolila Project Area ('Yanfolila'), which encompasses five permits on the Yanfolila Gold Belt in southern Mali and is located 8 km from Hummingbird Resources plc's (AIM:HUM) Yanfolila Gold Mine, saw some promising advances in 2021:

 

● Drill results were received at the start of 2021 from the Tagan Permit, following up from a small rotary air blast programme drilled in 2019, including 9 metres at 1.23 g/t Au and 24 metres at 0.51 g/t Au.

 

● In 2021, Cora entered into a joint venture agreement over the Farani Permit, a 62 sq km area adjacent to the Tagan Permit and with active exploration underway. Cora will earn up to 95% interest in the Farani Permit over the next six years and, more importantly, this strengthens the Company's footprint in southern Mali as a leading exploration permit holder.

 

Outlook for 2022

 

2022 is already busy for Cora as we move forward with Sanankoro's DFS and all routes to production are considered.

 

During Q1 2022, Cora announced the start of a planned 7,500 metres drill programme at Sanankoro focused on enhancing the current MRE of 809.3 koz at 1.15 g/t Au. This drilling was completed in April 2022 and the results are being released as they are received. These results are anticipated to form the basis of an updated MRE in H2 2022.

 

Cora is well placed to continue to discover and define economic gold and add shareholder value. We are very much looking forward to 2022, with a busy schedule of work programmes planned once again. We are confident that positive news flow will be generated throughout the coming months. I would like to take this opportunity to thank the Cora team for their hard work and thank Cora's shareholders for their continued support. 2021 was a positive year for the Company and I am confident Cora will make further significant progress during 2022 and beyond.

 

 

Edward Bowie

Non-Executive Director and Chairman

 

13 May 2022

 

Consolidated Statement of Financial Position

as at 31 December 2021

All amounts stated in thousands of United States dollar

 

 

 

Note(s)

2021

US$'000

2020

US$'000

Non-current assets

 

Intangible assets

9

21,574

________

13,665

________

Current assets

 

Trade and other receivables

10

208

59

Cash and cash equivalents

11

5,376

________

4,514

________

 

5,584

________

4,573

________

Total assets

 

 

27,158

________

18,238

________

 

Current liabilities

 

Trade and other payables

12

(570)

________

(216)

________

Total liabilities

 

 

(570)

________

(216)

________

 

Net current assets

 

 

5,014

________

4,357

________

 

Net assets

 

 

26,588

________

18,022

________

 

Equity and reserves

 

Share capital

14

28,202

18,118

Retained deficit

 

(1,614)

________

(96)

________

Total equity

 

 

26,588

________

18,022

________

 

The consolidated financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 13 May 2022 and were signed on its behalf by

 

 

Robert Monro

Chief Executive Officer and Director

 

13 May 2022

The notes form an integral part of the Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2021

All amounts stated in thousands of United States dollar (unless otherwise stated)

 

 

Note(s)

2021

US$'000

2020

US$'000

 

Overhead costs

6

(1,296)

(727)

Impairment of intangible assets

9

(466)

________

-

________

Loss before income tax

 

 

(1,762)

(727)

Income tax

7

-

________

-

________

Loss for the year

 

 

(1,762)

(727)

Other comprehensive income

 

-

________

-

________

Total comprehensive loss for the year

 

 

(1,762)

________

(727)

________

Earnings per share from continuing operations attributable to owners of the parent

 

Basic earnings per share

(United States dollar)

 

8

 

(0.0076)

________

 

(0.0041)

________

Fully diluted earnings per share

(United States dollar)

 

8

 

(0.0076)

________

 

(0.0041)

________

 

 

The notes form an integral part of the Consolidated Financial Statements.

 

 

 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2021

All amounts stated in thousands of United States dollar

 

 

 

Share

capital

US$'000

Retained

(deficit) /

earnings

US$'000

 

Total

equity

US$'000

 

As at 01 January 2020

 

12,675

________

493

________

13,168

________

Loss for the year

 

-

________

(727)

________

(727)

________

Total comprehensive loss for the year

 

-

________

(727)

________

(727)

________

Proceeds from shares issued

 

3,554

-

3,554

Issue costs

 

(22)

-

(22)

Proceeds from warrants exercised

 

1,911

-

1,911

Share based payments - share options

 

-

________

138

________

138

________

Total transactions with owners, recognised directly in equity

 

 

5,443

________

 

138

________

 

5,581

________

As at 31 December 2020

 

18,118

________

(96)

________

18,022

________

 

 

As at 01 January 2021

 

18,118

________

(96)

________

18,022

________

Loss for the year

 

-

________

(1,762)

________

(1,762)

________

Total comprehensive loss for the year

 

-

________

(1,762)

________

(1,762)

________

Proceeds from shares issued

 

10,063

-

10,063

Issue costs

 

(126)

-

(126)

Proceeds from share options exercised

 

147

-

147

Share based payments - share options

 

-

________

244

________

244

________

Total transactions with owners, recognised directly in equity

 

 

10,084

________

 

244

________

 

10,328

________

As at 31 December 2021

 

28,202

________

(1,614)

________

26,588

________

 

The notes form an integral part of the Consolidated Financial Statements.

 

 

 

Consolidated Statement of Cash Flows

for the year ended 31 December 2021

All amounts stated in thousands of United States dollar

 

 

Note(s)

2021

US$'000

2020

US$'000

Cash flows from operating activities

 

Loss for the year

 

(1,762)

(727)

Adjustments for:

 

Share based payments - share options

 

244

138

Impairment of intangible assets

9

466

-

(Increase) / decrease in trade and other receivables

 

(149)

127

Increase / (decrease) in trade and other payables

 

354

________

(179)

________

Net cash used in operating activities

 

(847)

________

(641)

________

 

 

Cash flows from investing activities

 

Additions to intangible assets

 

(8,375)

________

(2,346)

________

Net cash used in investing activities

 

(8,375)

________

(2,346)

________

 

Cash flows from financing activities

 

Proceeds from shares issued

14

10,063

5,465

Issue costs

14

(126)

(22)

Proceeds from share options exercised

 

147

________

-

________

Net cash generated from financing activities

 

10,084

________

5,443

________

 

Net increase in cash and cash equivalents

 

862

2,456

Cash and cash equivalents at beginning of year

11

4,514

________

2,058

________

Cash and cash equivalents at end of year

11

5,376

________

4,514

________

 

The notes form an integral part of the Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2021

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.

 

2. Accounting policies

 

The principal accounting policies applied in the preparation of financial statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

 

2.1. Basis of preparation

 

The consolidated financial statements of Cora Gold Limited have been prepared in accordance with International Financial Reporting Standards ('IFRS') and IFRS Interpretations Committee ('IFRS IC') as adopted by the European Union ('EU'). The consolidated financial statements have been prepared under the historical cost convention.

 

The financial statements are presented in United States dollar (currency symbol: USD or US$), rounded to the nearest thousand, which is the Group's functional and presentational currency.

 

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

 

(a) New and amended standards mandatory for the first time for the financial period beginning 01 January 2021

 

No new standards and amendments to standards and interpretations were effective for the financial period beginning on or after 01 January 2021.

 

(b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

 

The following standards have been published and are mandatory for accounting periods beginning after 01 January 2022 but have not been early adopted by the Group or Company and could have impact on the Group and Company financial statements:

 

Standard

Impact on initial application

Effective date

IAS 1

Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current - Deferral of Effective Date

 

01 January 2023

IFRS 3

Business Combinations - Reference to the Conceptual Framework

 

01 January 2022

IAS 16 (Amendments)

Property, Plant and Equipment

 

01 January 2022

IAS 37

Provisions, Contingent Liabilities and Contingent Assets

 

01 January 2022

Annual Improvements to IFRS Standards

2018-2020 Cycle

01 January 2022

 

The Group is evaluating the impact of the new and amended standards above. The directors believe that these new and amended standards are not expected to have a material impact on the Group's results or shareholders' funds.

 

2.2. Basis of consolidation

 

The consolidated financial statements incorporate those of the Company and its subsidiary undertakings for all periods presented.

 

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

 

Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity.

 

Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group entities are eliminated on consolidation.

 

As at 31 December 2021 and 2020 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); and

● a 95% shareholding in Sankarani Ressources SARL (the address of its registered office is Rue 841 Porte 202, Faladiè SEMA, BP 366, Bamako, Republic of Mali);

and Cora Resources Mali SARL (registered in the Republic of Mali; the address of its registered office is Rue 841 Porte 202, Faladiè SEMA, BP 366, Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani Ressources SARL.

 

The remaining 5% of Sankarani Ressources SARL can be purchased from a third party for US$1 million.

 

2.3. Interest in jointly controlled entities

 

Joint venture arrangements that involve the establishment of a separate entity in which each venturer has joint control are referred to as jointly controlled entities. The results and assets and liabilities of jointly controlled entities are included in these financial statements for the period using the equity method of accounting.

 

2.4. Going concern

 

Given the ongoing uncertainties created by the current COVID-19 pandemic the directors will continue to monitor its impact on the Group's activities and financial resources.

 

The financial statements have been prepared on a going concern basis. The directors have prepared cash flow forecasts for the period ending 30 June 2023. The forecasts include the costs of progressing the Group's projects, and the corporate and operational overheads of the Group. The forecasts demonstrate that the Group will require additional funds during the going concern period in order to undertake all the planned exploration and evaluation activities. The directors are confident in the ability of the Group to raise additional funding when required from the issue of equity or the sale of assets. Any delays in the timing and / or quantum of raising additional funds can be accommodated by deferring discretionary exploration and evaluation expenditure.

 

The directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

2.5. Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors that makes strategic decisions.

 

2.6. Foreign currencies

 

(i) Functional and presentational currency

 

Items included in the financial statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The financial statements are presented in United States dollar, rounded to the nearest thousand, which is the Company's and Group's functional and presentational currency.

 

(ii) Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 

2.7. Investments

 

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified in the Company accounts. These investments are consolidated in the Group consolidated accounts.

 

2.8. Intangible assets

 

The Group has adopted the provisions of IFRS 6 Exploration for and Evaluation of Mineral Resources.

 

The Group capitalises expenditure as project costs, categorised as intangible assets, when it determines that those costs will be successful in finding specific mineral resources. Expenditure included in the initial measurement of project costs and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production. Project costs are recorded and held at cost. An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise and carry forward project costs in relation to that area of interest. Accumulated capitalised project costs in relation to (i) an expired permit, (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to profit or loss in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased.

 

Exploration and evaluation costs are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

 

2.9. Financial assets

 

Classification

The Group's financial assets consist of financial assets held at amortised cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

Financial assets held at amortised cost

 

Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains / (losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

 

They are included in current assets, except for maturities greater than 12 months after the reporting date, which are classified as non-current assets. The Group's financial assets at amortised cost comprise trade and other current assets and cash and cash equivalents at the year-end.

 

Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

 

Financial assets are subsequently carried at amortised cost using the effective interest method.

 

Impairment of financial assets

The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables due within 12 months the Group applies the simplified approach permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset's lifetime expected credit losses at each reporting date.

 

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired.

 

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the issuer or obligor;

● a breach of contract, such as a default or delinquency in interest or principal repayments;

● the Group, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

● it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.

 

The Group first assesses whether objective evidence of impairment exists.

 

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced and the loss is recognised in profit or loss.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

 

2.10. Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand, and are subject to an insignificant risk of changes in value.

 

2.11. Share capital

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

2.12. Reserves

 

Retained (deficit) / earnings - the retained (deficit) / earnings reserve includes all current and prior periods retained profit and losses, and share based payments.

 

2.13. Financial liabilities at amortised cost

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

 

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

 

Other financial liabilities are initially measured at fair value. They are subsequently measured at amortised cost using the effective interest method.

 

Financial liabilities are de-recognised when the Group's contractual obligations expire or are discharged or cancelled.

 

2.14. Provisions

 

The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs. All provisions are discounted to their present value.

 

2.15. Taxation

 

Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

 

2.16. Share based payments

 

Equity-settled share based payments with employees and others providing services are measured at the fair value of the equity instruments at the grant date. Fair value is measured by use of an appropriate pricing model. The Company has adopted the Black-Scholes Model for this purpose.Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and services, except where the fair value cannot be estimated reliably in which case they are valued at the fair value of the equity instrument granted.

 

3. Financial risk management

 

3.1. Financial risk factors

 

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

 

Risk management is carried out by the management team under policies approved by the board of directors.

 

(i) Market risk

 

The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.

 

(ii) Credit risk

 

Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.

 

The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the board of directors.

 

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

 

(iii) Liquidity risk

 

Cash flow and working capital forecasting is performed for all entities in the Group for regular reporting to the board of directors. The directors monitor these reports and forecasts to ensure the Group has sufficient cash to meet its operational needs.

 

3.2. Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital.

 

The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.

 

4. Judgements and key sources of estimation uncertainty

 

The preparation of the financial statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these financial statements.

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Significant items subject to such estimates and assumptions include, but are not limited to:

 

(i) Intangible assets (see Note 9)

 

An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise and carry forward project costs in relation to that area of interest. Accumulated capitalised project costs in relation to (i) an expired permit, (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to the statement of income in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased.

 

Each exploration project is subject to review by a senior Group geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure. The directors have reviewed each project with reference to these criteria and have made adjustments for any impairment as necessary.

 

5. Segmental analysis

 

The Group operates principally in the UK and West Africa, with operations managed on a project by project basis. Activities in the UK are administrative in nature whilst the activities in West Africa relate to exploration and evaluation.

 

An analysis of the Group's overhead costs, and reportable segment assets and liabilities is as follows:

UK

US$'000

Africa

US$'000

Total

US$'000

Year ended 31 December 2020

Overhead costs

703

24

727

Impairment of intangible assets

-

_______

-

_______

-

_______

Loss from operations per reportable segment

703

_______

24

_______

727

_______

As at 31 December 2020

Reportable segment assets

4,522

13,716

18,238

Reportable segment liabilities

(87)

_______

(129)

_______

(216)

_______

 

UK

US$'000

Africa

US$'000

Total

US$'000

Year ended 31 December 2021

Overhead costs

1,288

8

1,296

Impairment of intangible assets

-

_______

466

_______

466

_______

Loss from operations per reportable segment

1,288

_______

474

_______

1,762

_______

As at 31 December 2021

Reportable segment assets

5,463

21,695

27,158

Reportable segment liabilities

(77)

_______

(493)

_______

(570)

_______

 

6. Expenses by nature

2021

US$'000

2020

US$'000

Consultants

8

4

Employees' and directors' remuneration (see below)

574

523

General administration

68

44

Travel

11

24

Legal and professional

324

206

Investor relations and conferences

64

94

Auditor's remuneration (see below)

39

_______

35

_______

1,088

930

Share based payments - share options

244

138

Foreign exchange gain

(36)

_______

(341)

_______

Overhead costs

1,296

_______

727

_______

 

Employees' and directors' remuneration

 

The average monthly number of employees and directors was as follows:

2021

2020

Non-executive directors

4

3

Employees

36

_______

31

_______

Total average number of employees and directors

40

_______

34

_______

 

Employees' and directors' remuneration comprised:

2021

US$'000

2020

US$'000

Non-executive directors' fees

109

77

Wages and salaries

1,494

1,040

Social security costs

119

111

Pension contributions

16

_______

14

_______

Total employees' and directors' remuneration

1,738

1,242

Capitalised to project costs (intangible assets)

(1,164)

_______

(719)

_______

Employees' and directors' remuneration expensed

574

_______

523

_______

 

Auditor's remuneration

 

Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect of both audit and non-audit services were as follows:

 

2021

US$'000

2020

US$'000

Audit fees: audit of the Group and Company's financial statements

 

39

_______

 

35

_______

Auditor's remuneration expensed

39

_______

35

_______

 

7. Income tax

 

No current or deferred tax arose in either year.

 

The tax on the Group's loss before tax differs from the theoretical amount that would arise as follows:

2021

US$'000

2020

US$'000

Loss before tax

(1,762)

_______

(727)

_______

Tax at standard rate of 19% (2020: 19%)

(335)

(138)

Effects of:

Expenses not deductible for tax

46

26

Impairment of intangible assets

89

-

Losses carried forward not recognised as a deferred tax asset

200

______

112

_______

Income tax

-

_______

-

_______

 

8. 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:

2021

US$'000

2020

US$'000

Net loss attributable to equity shareholders

(1,762)

_______

(727)

_______

Weighted average number of shares for the purpose of

basic earnings per share (000's)

 

231,393

_______

 

175,680

_______

Weighted average number of shares for the purpose of

fully diluted earnings per share (000's)

 

231,393

_______

 

175,680

_______

Basic earnings per share

(United States dollar)

 

 

(0.0076)

_______

 

(0.0041)

_______

Fully diluted earnings per share

(United States dollar)

 

 

(0.0076)

_______

 

(0.0041)

_______

 

As at 31 December 2021 and 2020 the Company's issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 14).

 

 

9. Intangible assets

 

Intangible assets relate to exploration and evaluation project costs capitalised as at 31 December 2021 and 2020, less impairment.

2021

US$'000

2020

US$'000

As at 01 January

13,665

11,374

Additions

8,375

2,291

Impairment

(466)

_______

-

_______

As at 31 December

21,574

_______

13,665

_______

 

Additions to project costs during the years ended 31 December 2021 and 2020 were in the following geographical areas:

2021

US$'000

2020

US$'000

Mali

8,292

1,982

Senegal

83

_______

309

_______

Additions to projects costs

8,375

_______

2,291

_______

 

Impairment of project costs during the years ended 31 December 2021 and 2020 relate to the following terminated projects:

2021

US$'000

2020

US$'000

Winza (Yanfolila Project Area, Mali)

193

-

Kakadian (Diangounté Project Area, Mali)

145

-

Satifara Ouest (Diangounté Project Area, Mali)

79

-

Karan Ouest (Sanankoro Project Area, Mali)

49

_______

-

_______

Impairment of project costs

466

_______

-

_______

 

Those projects which were terminated were considered by the directors to be no longer prospective.

 

Project costs capitalised as at 31 December 2021 and 2020 related to the following geographical areas:

2021

US$'000

2020

US$'000

Mali

21,074

13,248

Senegal

500

_______

417

_______

As at 31 December

21,574

_______

13,665

_______

 

10. Trade and other receivables

2021

US$'000

2020

US$'000

Other receivables

113

21

Prepayments

95

_______

38

_______

208

_______

59

_______

 

11. Cash and cash equivalents

 

Cash and cash equivalents held as at 31 December 2021 and 2020 were in the following currencies:

2021

US$'000

2020

US$'000

British pound sterling (GBP£)

5,358

4,456

CFA franc (XOF)

8

30

United States dollar (US$)

7

9

Euro (EUR€)

3

_______

19

_______

5,376

_______

4,514

_______

 

External ratings of cash at bank and short-term deposits as at 31 December 2021 and 2020 were as follows:

2021

US$'000

2020

US$'000

A1

5,368

4,484

A2

8

_______

30

_______

5,376

_______

4,514

_______

 

12. Trade and other payables

2021

US$'000

2020

US$'000

Trade payables

408

138

Accruals

162

_______

78

_______

570

_______

216

_______

13. Financial instruments

2021

US$'000

2020

US$'000

Financial assets at amortised cost

Trade and other receivables

113

21

Cash and cash equivalents

5,376

_______

4,514

_______

5,489

_______

4,535

_______

 

2021

US$'000

2020

US$'000

Financial liabilities at amortised cost

Trade and other payables

570

_______

216

_______

570

_______

216

_______

 

14. Share capital

 

The Company is authorised to issue an unlimited number of no par value shares of a single class.

 

As at 31 December 2019 the Company's issued and outstanding capital structure comprised:

● 129,676,567 ordinary shares;

● warrants to subscribe for 30,714,285 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share expiring on 30 September 2020;

● warrants to subscribe for 320,575 ordinary shares in the capital of the Company at a price of 16.5 pence (British pound sterling) per ordinary share expiring on 09 October 2020;

● share options over 1,900,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022; and

● share options over 6,200,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023.

 

On 22 April 2020 the Company closed a subscription for 60,838,603 ordinary shares in the capital of the Company at a price of 4.75 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£2,889,833.66. Certain directors of the Company participated in this subscription (see Note 18).

 

Prior to expiry on 30 September 2020 warrants to subscribe for 14,866,989 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share were exercised for total gross proceeds of GBP£1,486,698.90. A director of the Company participated in this exercise of warrants (see Note 18). The balance of warrants to subscribe for 15,847,296 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share expired on 30 September 2020.

 

Warrants to subscribe for 320,575 ordinary shares in the capital of the Company at a price of 16.5 pence (British pound sterling) per ordinary share expired on 09 October 2020.

 

On 12 October 2020 the board of directors granted and approved share options over 7,200,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025.

 

As at 31 December 2020 the Company's issued and outstanding capital structure comprised:

● 205,382,159 ordinary shares;

● share options over 1,900,000 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 6,200,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023; and

● share options over 7,200,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025.

 

On 09 June 2021 the Company closed a subscription for 40,425,000 ordinary shares in the capital of the Company at a price of 7.75 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£3,132,937.50. Certain directors of the Company participated in this subscription (see Note 18).

 

On 06 September 2021 share options were exercised over 1,250,000 ordinary shares in the capital of the Company at a price of 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023 for total gross proceeds of GBP£106,250.

 

On 08 December 2021 the Company closed a placing and subscription for 42,500,000 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£4,250,000. Certain directors of the Company participated in this subscription (see Note 18).

 

On 08 December 2021 the board of directors granted and approved share options over 7,850,000 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 year ended 31 December 2021 in accordance with the Company's Share Option Scheme:

● on 15 June 2021 share options over 275,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022 were cancelled;

● on 30 June 2021 share options over 100,000 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; and

● on 31 December 2021:

● share options over 400,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022 were cancelled;

● share options over 2,500,000 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; and

● share options over 1,200,000 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 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.

 

Movements in capital during the years ended 31 December 2021 and 2020 were as follows:

 

 

 

Number of shares

Warrants

to subscribe for number of ordinary shares

(price per ordinary share; expiring date)

Share options

over number of ordinary shares

(exercise price per ordinary share; expiring date)

 

 

 

Proceeds

US$'000

16.5 pence;

09 October

2020

10 pence;

30 September

2020

16.5 pence;

18 December 2022

8.5 pence;

09 October 2023

10 pence;

12 October 2025

10.5 pence;

08 December 2026

As at 01 January 2020

129,676,567

320,575

30,714,285

1,900,000

6,200,000

-

-

12,675

Subscription

60,838,603

-

-

-

-

-

-

3,554

Exercise of warrants

14,866,989

-

(14,866,989)

-

-

-

-

1,911

Warrants expired

-

(320,575)

(15,847,296)

-

-

-

-

-

Granting of share options

-

-

-

-

-

7,200,000

-

-

Issue costs

-

__________

-

_________

-

_________

-

_________

-

_________

-

_________

-

_________

(22)

_______

As at 31 December 2020

205,382,159

-

-

1,900,000

6,200,000

7,200,000

-

18,118

Placing and subscriptions

82,925,000

-

-

-

-

-

-

10,063

Exercise of share options

1,250,000

-

-

-

(1,250,000)

-

-

147

Granting of share options

-

-

-

-

-

-

7,850,000

-

Cancellation of share options

-

-

-

(675,000)

-

(2,600,000)

(1,200,000)

-

Issue costs

-

__________

-

_________

-

_________

-

_________

-

_________

-

_________

-

_________

(126)

_______

As at 31 December 2021

289,557,159

__________

-

_________

-

_________

1,225,000

_________

4,950,000

_________

4,600,000

_________

6,650,000

_________

28,202

_______

 

The fair value of share options and warrants issued to a broker of a placing has been calculated using the Black-Scholes Model, the inputs into which were as follows:

● for share options granted on 09 October 2019:

● strike price 8.5 pence (British pound sterling);

● share price 7.47 pence (British pound sterling);

● volatility 34.7%;

● expiry date 09 October 2023;

● risk free rate 0.6%; and

● dividend yield 0%;

● for share options granted on 12 October 2020:

● strike price 10 pence (British pound sterling);

● share price 10.5 pence (British pound sterling);

● volatility 25.9%;

● expiry date 12 October 2025;

● risk free rate 0.6%; and

● dividend yield 0%;

● for share options granted on 08 December 2021:

● strike price 10.5 pence (British pound sterling);

● share price 9.6 pence (British pound sterling);

● volatility 22.2%;

● expiry date 08 December 2026;

● risk free rate 0.6%; and

● dividend yield 0%.

 

The cost of share based payments relating to share options has been recognised in the consolidated statement of comprehensive income and in retained earnings. The cost of warrants issued to a broker of a placing has been recognised as a deduction from equity.

 

15. Ultimate controlling party

 

The Company does not have an ultimate controlling party.

 

As at 31 December 2021 the Company's largest shareholder was Brookstone Business Inc ('Brookstone') which held 82,796,025 ordinary shares, being 28.59% 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 31 December 2021 their aggregated shareholdings being 33.32% of the total number of ordinary shares issued and outstanding) have 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% 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.

 

16. Contingent liabilities

 

On 07 September 2021 the Company entered into a conditional US$25 million mandate and term sheet with investment firm Lionhead Capital Advisors Proprietary Limited ('Lionhead') to fund the development of the Company's Sanankoro Gold Project in southern Mali (the 'Project Financing'). This is conditional on, among other matters, the completion of a Definitive Feasibility Study on the Sanankoro Gold Project by 30 June 2022. Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead. The Project Financing comprises US$12.5 million equity ('Equity Financing') and US$12.5 million convertible loan note ('Convertible Financing'). Lionhead acknowledges that Cora intends to undertake private placements to enable existing shareholders to subscribe for up to US$3.75 million in the Equity Financing and up to US$3.75 million in the Convertible Financing such that Lionhead's participation in the Project Financing may be reduced by such amounts. A fee equal to 3% on up to US$25 million Project Financing shall be paid by the Company to Lionhead on receipt of the proceeds in respect of the Equity Financing and Convertible Financing participated by Lionhead. This arrangement replaces the conditional US$21 million mandate and term sheet with Lionhead dated 17 June 2020.

 

The Gold Exploration Permits section of the Strategic Report contains details of potential net smelter return royalty obligations by project area, together with options 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.

 

17. Capital commitments

 

On 14 April 2020 the Company entered into a contract with Digby Wells Environmental (Jersey) Limited to conduct an Environmental and Social Impact Assessment ('ESIA') for the Sanankoro Gold Project. Total estimated fees in respect of the ESIA and related work streams are approximately US$400,000. As at 31 December 2021 and 2020 under the terms of the contract the Company had incurred fees of approximately US$260,000 and approximately US$145,000 respectively. The ESIA will form part of the Definitive Feasibility Study ('DFS') for the Sanankoro Gold Project.

 

In the second half of 2021 the Company entered into contracts with an number of contractors in respect of the DFS for the Sanankoro Gold Project, these contractors include:

● New SENET (Pty) Ltd, independent project manager;

● CSA Global (UK) Ltd, geological and mining consultants; and

● Epoch Resources (Pty) Ltd, tailings storage facility consultants.

Total estimated costs in respect of the DFS contractors, excluding Digby Wells Environmental (Jersey) Limited for the ESIA (see above), are approximately US$1,600,000. As at 31 December 2021 under the terms of the contracts the Company had incurred costs of approximately US$820,000. The DFS is expected to be completed in 2022.

 

18. Related party transactions

 

During the year ended 31 December 2021:

● GBP£162,667 was paid to Norman Bailie, the Company's Head of Exploration, and Mr Bailie's consultancy business, Phoenix (PPM) Consultants, for exploration services. This arrangement with Mr Bailie and Phoenix (PPM) Consultants terminated on 31 December 2021;

● on 09 June 2021 the Company closed a subscription for 40,425,000 ordinary shares in the capital of the Company at a price of 7.75 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£3,132,937.50. The following directors of the Company participated in this subscription:

● Edward Bowie, Non-Executive Director and Chairman of the Company, subscribed for 64,000 ordinary shares for total gross proceeds of GBP£4,960;

● Andrew Chubb, Non-Executive Director of the Company, subscribed for 129,000 ordinary shares for total gross proceeds of GBP£9,997.50;

● Robert Monro, Chief Executive Officer and Director of the Company, subscribed for 182,000 ordinary shares for total gross proceeds of GBP£14,105; and

● Key Ventures Holding Ltd, which 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, subscribed for 1,820,000 ordinary shares for total gross proceeds of GBP£141,050;

● on 07 September 2021 the Company entered into a conditional US$25 million mandate and term sheet with investment firm Lionhead Capital Advisors Proprietary Limited ('Lionhead') to fund the development of the Company's Sanankoro Gold Project in southern Mali (the 'Project Financing'). This is conditional on, among other matters, the completion of a Definitive Feasibility Study on the Sanankoro Gold Project by 30 June 2022. Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead. The Project Financing comprises US$12.5 million equity ('Equity Financing') and US$12.5 million convertible loan note ('Convertible Financing'). Lionhead acknowledges that Cora intends to undertake private placements to enable existing shareholders to subscribe for up to US$3.75 million in the Equity Financing and up to US$3.75 million in the Convertible Financing such that Lionhead's participation in the Project Financing may be reduced by such amounts. A fee equal to 3% on up to US$25 million Project Financing shall be paid by the Company to Lionhead on receipt of the proceeds in respect of the Equity Financing and Convertible Financing participated by Lionhead. This arrangement replaces the conditional US$21 million mandate and term sheet with Lionhead dated 17 June 2020;

● on 08 December 2021 the Company closed a placing and subscription for 42,500,000 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£4,250,000. The following directors of the Company participated in this subscription:

● Edward Bowie, Non-Executive Director and Chairman of the Company, subscribed for 100,000 ordinary shares for total gross proceeds of GBP£10,000;

● Andrew Chubb, Non-Executive Director of the Company, subscribed for 200,000 ordinary shares for total gross proceeds of GBP£20,000; and

● Robert Monro, Chief Executive Officer and Director of the Company, subscribed for 300,000 ordinary shares for total gross proceeds of GBP£30,000.

 

During the year ended 31 December 2020:

● GBP£43,335 was paid to Norman Bailie, the Company's Head of Exploration (appointed 16 September 2020), and Mr Bailie's consultancy business, Phoenix (PPM) Consultants, for exploration services;

● GBP£2,015 was paid to David Pelham, Non-Executive Director of the Company, for geological consultancy services and disbursements;

● on 17 June 2020 the Company entered into a conditional US$21 million mandate and term sheet with investment firm Lionhead Capital Advisors Proprietary Limited ('Lionhead') to fund the development of the Company's Sanankoro Gold Project in southern Mali. This is conditional on, among other matters, the completion of a Definitive Feasibility Study on the Sanankoro Gold Project by 31 December 2021. Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead. The US$21 million project financing comprises US$6 million equity, US$5 million convertible loan note and US$10 million debt. In the event that the Company secures debt from another party then the Company will pay a fee of US$200,000 to Lionhead. If the mandate with Lionhead terminates then no such fee shall be payable if debt is raised after 4 months following such termination;

● on 22 April 2020 the Company closed a subscription for 60,838,603 ordinary shares in the capital of the Company at a price of 4.75 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£2,889,833.66. The following directors of the Company participated in this subscription:

● Edward Bowie, Non-Executive Director and Chairman of the Company, subscribed for 210,526 ordinary shares for total gross proceeds of GBP£9,999.99; and

● Robert Monro, Chief Executive Officer and Director of the Company (appointed 02 January 2020), subscribed for 315,789 ordinary shares for total gross proceeds of GBP£14,999.98;

● prior to expiry on 30 September 2020 warrants to subscribe for 14,866,989 ordinary shares in the capital of the Company at a price of 10 pence (British pound sterling) per ordinary share were exercised for total gross proceeds of GBP£1,486,698.90. The following director of the Company participated in this exercise of warrants:

● Robert Monro, Chief Executive Officer and Director of the Company (appointed 02 January 2020), exercised warrants to subscribe for 142,857 ordinary shares for total gross proceeds of GBP£14,285.70.

 

19. Events after the reporting date

 

On 27 January 2022 the Company entered into a contract with International Drilling Company for a minimum of 2,000 metres of aircore drilling at the Sanankoro Gold Project for a minimum total contract value of approximately US$60,000 plus ancillary costs. This sterilisation drilling is part of the scope of the DFS for the Sanankoro Gold Project. This contract was fully satisfied in March 2022 when 2,824 metres of drilling had been completed at a cost of approximately US$68,900 including ancillary costs.

 

On 16 February 2022 the Company entered into a contract with Capital Drilling Mali SARL for a minimum of 5,000 metres of reverse circulation drilling at the Sanankoro Gold Project for a minimum total contract value of approximately US$280,000 plus ancillary costs. This contract was fully satisfied in April 2022 when 6,992 metres of drilling had been completed at a cost of approximately US$377,800 including ancillary costs.

 

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FR GPUGUAUPPGMW
Date   Source Headline
8th Apr 20247:00 amRNSDrilling to Start at Madina Foulbé in East Senegal
13th Mar 20247:00 amRNSUpdate on Capital Structure
27th Feb 20247:00 amRNSConversion of US$2,278,500 of CLN
25th Sep 20237:00 amRNSInterim Results: Six Months Ended 30 June 2023
11th Sep 20237:00 amRNSUpdate on Convertible Loan Notes
11th Jul 20237:00 amRNSAppointments & Construction Tendering
28th Jun 20232:00 pmRNSResult of AGM
28th Jun 20237:00 amRNSUSD70m Debt Mandate Letter for Sanankoro Project
19th Jun 20233:26 pmRNSPublication of Annual Report
22nd May 20237:00 amRNSFinal Results
13th Mar 202310:30 amRNSCapital Structure and Granting of Share Options
10th Mar 20237:00 amRNSFundraising: Update and Closing
7th Mar 20234:00 pmRNSFundraising: Update and Closing
1st Mar 202311:30 amRNSHolding(s) in Company
28th Feb 20231:30 pmRNSResults of General Meeting
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3rd Nov 20227:00 amRNSRegional Exploration Update 2022
18th Oct 20227:00 amRNSAward of Environmental Permit
27th Sep 20227:00 amRNSUpdate on the DFS for the Sanankoro Gold Project
5th Sep 20227:00 amRNSInterim Results for the Six Months to 30 June 2022
2nd Aug 20224:40 pmRNSSecond Price Monitoring Extn
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19th Jul 20227:00 amRNSMineral Resource Estimate Following 2022 Drilling
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27th Jun 20227:00 amRNSUpdate on US$25m Term Sheet for Sanankoro Project
21st Jun 20222:00 pmRNSResult of AGM
30th May 20227:00 amRNSFinal Results from 2022 Drilling & DFS update
18th May 20227:00 amRNSSecond Drill Results from 2022 Drill Campaign
16th May 20227:00 amRNSFinal Results and Notice of AGM
9th May 20227:00 amRNSFirst Drill Results from 2022 & New Discoveries
16th Mar 20227:00 amRNSResource Drilling Commences: Sanankoro Project
2nd Mar 20227:00 amRNSNew Surface Gold Discovery at Sanankoro
17th Feb 20227:00 amRNS2022 Drill Programme at Sanankoro Gold Project
31st Jan 20227:00 amRNSDFS Field Work Complete for Sanankoro Gold Project
10th Jan 20227:00 amRNSEnvironmental, Social and Governance Update
29th Dec 20217:00 amRNSYear-End Shareholder Letter
13th Dec 20217:00 amRNSDFS Update for Sanankoro Gold Project
8th Dec 202111:15 amRNSUpdate on Capital Structure & Share Options
1st Dec 202110:43 amRNS£4.25 Million Fundraise
22nd Nov 20217:00 amRNSUpdated Corporate Presentation
16th Nov 20217:00 amRNSUpdated Mineral Resource Estimate at Sanankoro
22nd Oct 20217:00 amRNSFinal drill results from Zone B deposit, Sanankoro
20th Oct 20217:00 amRNSFinal Drill Results From Selin

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