Cora Gold Regulatory News (CORA)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CORA GOLD LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CORA GOLD LIMITED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

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. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

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

06 February 2023

Cora Gold Limited

('Cora' or 'the Company')

Fundraising and Notice of General Meeting

Cora Gold Limited, the West African focused gold company, is pleased to announce that it is launching a financing to raise at least US$19.566m comprised of both equity (the 'Equity Fundraising') and convertible loan notes (the 'Convertible Financing') (together the 'Fundraising').

The funds raised will be primarily used to commence development of the Company's flagship Sanankoro Gold Project (the 'Project') in southern Mali following the reported Optimised Project Economics (announcement dated 21 November 2022), which highlighted strong economic fundamentals including 52% internal rate of return ('IRR') at US$1,750 gold price based on open pit oxide mining.

Highlights

● Binding commitments received for aggregate investments of US$19.566m pursuant to the Fundraising comprising commitments to subscribe for:

● 76,200,559 ordinary shares of no par value in the Company ('Ordinary Shares') at a price of US$0.0487 (£0.0394) per share (the 'Issue Price') for total gross proceeds of US$3.711m in respect of the Equity Fundraising

● Convertible loan notes ('CLNs') convertible into Ordinary Shares on the terms set out below and at a price as determined in the table below (the 'Conversion Price') for a total of US$15.855m in respect of the Convertible Financing,

(together the 'Binding Commitments').

● Ongoing discussions with other parties interested in participating in the Fundraising.

● Opportunity for other investors to subscribe for up to US$10m in the Equity Financing and / or the Convertible Financing on the same terms as the Company has received the Binding Commitments

● Those interested in participating in the Fundraising should contact the Company's brokers to seek further information.

● The Company intends to close the book build for the Fundraising on 23 February 2023 and will make further announcements shortly thereafter.

● In order to complete the Fundraising the Company is calling a general meeting at 12.00 p.m. (United Kingdom time) on 28 February 2023 to, inter alia, grant the directors authority to:

● issue up to 282,000,000 Ordinary Shares in respect of the Equity Financing; and

● issue sufficient number of Ordinary Shares to be issued as a result of any conversion of the CLNs in due course.

Bert Monro, Chief Executive Officer of Cora, commented, "Following the recent completion of technical studies on the Sanankoro Gold Project I am very pleased that Cora's shareholders continue to be strongly supportive of the Project's development into an operating mine. The Company has already received Binding Commitments of around US$20m, a significant sum in the context of our development requirements, and we are delighted to be able to provide other investors with the opportunity to participate in the Fundraising on the same terms. Discussions are also ongoing with a number of potential lenders to fully fund the Project. The Company anticipates providing further updates on this in due course.

"Sanankoro is an exceptional project, as evidenced by the robust fundamentals reported in the Optimised Project Economics, and the outlook is extremely positive."

Further Information

Cora has entered into an up to US$30 million mandate and term sheet (the 'Term Sheet') with Lionhead Capital Advisors Proprietary Limited ('Lionhead') to fund the development of the Company's Sanankoro Gold Project in southern Mali (the 'Project Financing'). This Term Sheet replaces the previous one with Lionhead, which was announced on 08 September 2021.

Pursuant to the Term Sheet, the Company has, to date, received binding commitments to subscribe for 76,200,559 new Ordinary Shares for total gross proceeds of US$3,710,967.26 and for CLNs convertible into new Ordinary Shares for a total of US$15,855,000. In aggregate therefore, the Company will receive a minimum of US$19,565,967.26 pursuant to the Binding Commitments received to date.

Lionhead has agreed that existing shareholders and other agreed investors may subscribe for up to US$10 million in the Equity Financing and / or in the Convertible Financing (or such greater amounts as may be made available if Lionhead does not take up its full allotment of the Project Financing). The Project Financing is conditional on, among other matters, the passing of the necessary resolutions at a General Meeting of the shareholders of the Company (the 'General Meeting') and admission to trading on AIM ('Admission') of ordinary shares in the Company in connection with the Equity Financing.

Binding commitments

To date the Company has received Binding Commitments:

● to subscribe for a total of 47,533,926 new Ordinary Shares at the Issue Price (the 'Subscription Shares') from Brookstone Business Inc ('Brookstone'; the Company's largest shareholder), Lord Farmer (a substantial shareholder in the Company), and certain directors of the Company (the 'Related Party Subscription'). Details of their participation are described below;

● to subscribe for 28,666,633 new Ordinary Shares at the Issue Price from other investors;

● to subscribe for CLNs with a total aggregate value of US$10,370,000 from Brookstone, Lord Farmer and certain directors of the Company (the 'Related Party CLN Subscription'). Details of their participation are described below; and

● to subscribe for CLNs with a total aggregate value of US$5,485,000 from other investors.

Other commitments

Other parties interested in participating in the Fundraising should contact the Company's brokers to seek further information. The Company intends to close the book build for the Fundraising on 23 February 2023 and will make further announcements shortly thereafter.

Details of the Fundraising and Notice of General Meeting

The Equity Fundraising is conditional on, amongst other matters, the passing of the necessary resolutions at a General Meeting of the shareholders of the Company (the 'General Meeting') and admission to trading on AIM ('Admission') of the new Ordinary Shares to be issued pursuant to the Equity Financing.

The Convertible Fundraising is conditional on, amongst other matters, the passing of the necessary resolutions at a General Meeting to allow for Admission of the new Ordinary Shares to be issued as a result of any conversion of the CLN in due course.

A Notice of General Meeting of the Company will be posted to shareholders shortly. The General Meeting will be held at 12.00 p.m. (United Kingdom time) on 28 February 2023 at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom and online. A copy of the Notice of General Meeting will be made available on the Company's website shortly (www.coragold.com).

The terms of the CLN are as follows:

The Company will make an announcement of the conversion of CLN when such events arise.

For the purpose of converting the above per ordinary share amounts from United States dollar ('US$' or 'USD') to British pound sterling ('GBP£' or 'GBP') the exchange rate applied was US$/GBP£ = 1.2364 (source: Bloomberg on 20 January 2023).

Use of proceeds

It is intended that the proceeds of the Fundraising will principally be used to develop the Company's flagship Sanankoro Gold Project in southern Mali. Additionally, the proceeds of the Fundraising will be used for general working capital purposes.

Related party transactions

Certain directors of the Company or their connected parties have given Binding Commitments to subscribe for the following numbers of new Ordinary Shares in the Equity Financing:

● Edward Bowie (Non-Executive Director (Independent) & Chair of the Board of Directors) - 100,000 new Ordinary Shares. Upon Admission Edward Bowie will be interested in a total of 625,510 Ordinary Shares; and

● Robert Monro (Chief Executive Officer & Director) - 206,000 new Ordinary Shares Upon Admission Robert Monro will be interested in a total of 2,234,896 Ordinary Shares.

Certain existing substantial shareholders of the Company have given Binding Commitments to subscribe for the following numbers of new Ordinary Shares in the Equity Financing:

● Brookstone - 20,533,881 new Ordinary Shares. 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 (a Non-Executive Director of Cora), is a potential beneficiary of The Nodo Trust. Upon Admission Brookstone will be interested in a total of 103,329,906 Ordinary Shares; and

● Lord Farmer - 26,694,045 new Ordinary Shares. Upon Admission Lord Farmer will be interested in a total of 69,231,228 Ordinary Shares.

Certain directors of the Company have given Binding Commitments to subscribe for the following amounts of CLN in the Fundraising:

● Edward Bowie (Non-Executive Director (Independent) & Chair of the Board of Directors) will be the registered holder of CLN for a total of US$20,000;

● Andrew Chubb (Non-Executive Director (Independent)) will be the registered holder of CLN for a total of US$20,000; and

● Robert Monro (Chief Executive Officer & Director) will be the registered holder of CLN for a total of US$30,000.

Certain existing substantial shareholders have given a Binding Commitments to subscribe for the following amounts of CLN in the Fundraising:

● Brookstone will be the registered holder of CLN for a total of US$7,000,000; and

● Lord Farmer will be the registered holder of CLN for a total of US$3,300,000.

Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead. Pursuant to the Term Sheet a fee equal to 3% on Lionhead's arrangement of the Equity Financing and / or Convertible Subscription plus 1% on any funds raised by the Company pursuant to the Fundraising shall be paid by the Company to Lionhead on receipt of the proceeds in respect of the Equity Financing and Convertible Financing. The Fundraising announced today is part of the Project Financing arrangement with Lionhead.

The payment to Lionhead pursuant to the Term Sheet is deemed to constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Cora's independent directors for this purpose (being all those save for Paul Quirk) consider, having consulted with the Company's nominated adviser, finnCap Ltd ('finnCap'), that the terms of the Term Sheet are fair and reasonable insofar as the Company's shareholders are concerned.

The Related Party Subscription and / or Related Party CLN Subscription by each of Brookstone, Lord Farmer, Edward Bowie, Andrew Chubb and Robert ('Bert') Monro (the 'Related Parties') constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The Company's independent director for this purpose, being David Pelham, considers, having consulted with the Company's nominated adviser, finnCap, that the terms upon which the Related Parties are participating in the Related Party Subscription and / or Related Party CLN Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Relationship Agreement

Brookstone, 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 (a Non-Executive Director of Cora) is a potential beneficiary) and Paul Quirk (collectively the 'Investors') 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. As at the date of this news release the Investors' aggregated shareholdings were 33.32 per cent. of the issued share capital of the Company.

Permitting

On 28 November 2022 the government of Mali announced that the allocation of mining titles had been suspended. As a result applications for mining titles are not currently being received or processed by the government. The government has stated it will make an announcement regarding the lifting of this moratorium in due course. Meanwhile the Company is continuing its work towards submitting an application for a mining permit once the moratorium is lifted. The Company has been awarded an Environmental permit for Sanankoro.

Additional project finance

The Company is in discussions with a number of potential lenders to support the Fundraising to fully fund the Project. The Company will provide further updates on this in due course.

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:

Notes

Cora is a West African gold developer with three principal de-risked project areas within two known gold belts in Mali and Senegal covering c.900 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, into an open pit oxide mine. Based on a gold price of US$1,750/oz and Maiden Probable Reserve of 422 koz at 1.3 g/t Au, the project has strong economic fundamentals, including 52% IRR, US$234m Free Cash Flow over life of mine and all-in sustaining costs of US$997/oz.

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS REGULATION'); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER'); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.

Neither the new Ordinary Shares nor the CLNs have been, and nor will either be, registered under the US Securities Act of 1933, as amended (the 'Securities Act'), or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant State or other jurisdiction of the United States. There will be no public offering of the new Ordinary Shares or the CLNs in the United States or elsewhere. 

Neither the new Ordinary Shares nor the CLNs have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus, admission document or offering document has been or will be prepared in connection with the Fundraising. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by finnCap, Turner Pope or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the new Ordinary Shares or CLNs in certain jurisdictions may be restricted by law. No action has been taken by finnCap or Turner Pope or any of their respective affiliates that would, or which is intended to, permit a public offer of the new Ordinary Shares or CLNs in any jurisdiction, or possession or distribution of this announcement or any other offering or publicity material relating to the new Ordinary Shares or CLNs, in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the finnCap and Turner Pope to inform themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, finnCap, Turner Pope or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, finnCap, Turner Pope or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Fundraising or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on finnCap by the Financial Services and Markets Act 2000, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

Turner Pope, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections offered to the clients of Turner Pope, nor for providing advice in relation to the Fundraising or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on Turner Pope by the Financial Services and Markets Act 2000, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares and CLNs have been subject to a product approval process, which has determined that the new Ordinary Shares and CLNs are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, distributors should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; neither the new Ordinary Shares nor the CLNs offer guaranteed income or capital protection; and an investment in the new Ordinary Shares or CLNs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap and Turner Pope will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares or CLNs.

Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and CLNs and determining appropriate distribution channels.