Last checked at 18 Mar 2020 13:50
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
18 March 2020
Cora Gold Limited
Fundraising and Notice of General Meeting
Cora Gold Limited ('Cora' or 'the Company'), the West African focused gold exploration company, is pleased to announce that it has conditionally raised £2.89 million (before expenses) through a subscription of 60,838,603 new ordinary shares of no-par value in the Company ('Ordinary Shares') at a price of 4.75 pence per share (the 'Subscription Shares') (the 'Fundraising'). The funds raised will be used to accelerate exploration and development at the Sanankoro Gold Project following the recently reported Scoping Study which highlighted strong economic fundamentals.
Binding commitments to subscribe (the 'Subscription') for a total of 60,838,603 Subscription Shares have been received from Lord Farmer, a substantial shareholder, certain directors of the Company and other subscribers. Details of their participation and consequent interest in the Company's issued share capital is described below.
The Fundraising is conditional on the passing of the necessary resolutions at a General Meeting of the shareholders of the Company (the 'General Meeting') and admission of the Subscription Shares to trading on AIM ('Admission'). 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. on 21 April 2020 at the offices of the Company's nominated adviser, SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP, United Kingdom. A copy of the Notice of General Meeting will be made available on the Company's website shortly (www.coragold.com).
Bert Monro, Chief Executive Officer of Cora, said: "I am very pleased with the support we have received in this fundraise from many of our existing shareholders. The funds will be used to push forward our Sanankoro Gold Project following the successful Scoping Study published in January 2020, which showed an 84% IRR and +US$19m/year free cash flow generation, at a US$1,400 gold price.
"The Company will focus initially on growing oxide resources to increase the mine life and advancing metallurgical and other studies undertaken as part of the Scoping Study before moving into feasibility study work in 2021 on the back of anticipated positive results. The Company currently has a cash balance of over US$1m, so combined with this fundraise of US$3.5m (£2.89m), will be well financed to make significant progress on the ground over this year and next."
Details of the Subscription
Use of proceeds
It is intended that the proceeds of the Fundraising will principally be used for further drilling and related exploration activities work focussed on growing resources at the Company's flagship Sanankoro Gold Project in southern Mali (the 'Project') and if successful, move the Project into further future study work. Additionally, the proceeds of the Fundraising will be used to continue exploration of the Company's other permits and for general working capital purposes.
Admission and Total Voting Rights
The Company has conditionally raised £2.89 million, before expenses, through the proposed issue of 60,838,603 Subscription Shares to certain existing shareholders and new investors.
As noted above, the Fundraising is subject to the passing of resolutions at the General Meeting and Admission. Subject to the passing of resolutions at the General Meeting, application will be made for the Subscription Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealing in the Subscription Shares will commence on or around 22 April 2020. The Subscription Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the share capital of the Company will be comprised of 190,515,170 Ordinary Shares. The above figure of 190,515,170 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in Cora under the FCA's Disclosure and Transparency Rules.
Related party transaction
The Subscription by each of Brookstone, Lord Farmer, Edward Bowie and Bert Monro constitutes related party transactions under London Stock Exchange's AIM Rules for Companies. The Company's directors consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The following directors of the Company have given a binding commitment to subscribe for the following numbers of shares in the Fundraising:
- Edward Bowie (Chairman of the board and independent non-executive director) - 210,526 Subscription Shares; and
- Robert Monro (Chief Executive Officer and a director) - 315,789 Subscription Shares.
On Admission certain existing and new shareholders of the Company will hold the following numbers of Ordinary Shares:
- Brookstone Business Inc ('Brookstone') will be the registered holder of 53,060,025 Ordinary Shares, representing approximately 27.85 per cent. of the issued share capital of the Company on Admission, and so will become a substantial shareholder. Brookstone is wholly owned and controlled by First Island Trust Company Limited as Trustee of the Nodo Trust, a discretionary trust with a broad class of potential beneficiaries. Patrick Quirk, the father of Paul Quirk (a non-executive director of the Company), is a potential beneficiary of the Nodo Trust;
- Key Ventures Holding Limited ('Key Ventures') is the registered holder of 11,711,831 Ordinary Shares, which will be equivalent to approximately 6.15 per cent. of the issued share capital of the Company on Admission. Key Ventures is wholly owned and controlled by First Island Trust Company Limited as Trustee of The Sunnega Trust, a beneficiary trust with a broad class of potential beneficiaries. Paul Quirk, a non-executive director of the Company, is a potential beneficiary of The Sunnega Trust; and
- Paul Quirk holds 142,858 Ordinary Shares, which will be equivalent to approximately 0.07% per cent. of the issued share capital of the Company on Admission.
Relationship Agreement
Brookstone, Key Ventures and Paul Quirk (collectively the 'Investors') have agreed to enter 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.
Revised shareholdings following Admission
On Admission, the revised shareholdings of the following directors and current and new substantial shareholders will be:
Current shareholding | Subscription Shares | Shareholding on Admission | Percentage of enlarged issued share capital | |
Brookstone Business Inc. | 10,096,025 | 42,964,000 | 53,060,025 | 27.85% |
Lord Farmer | 17,060,536 | 8,590,000 | 25,650,536 | 13.46% |
Edward Bowie (non-executive director) | 150,984 | 210,526 | 361,510 | 0.19% |
Robert Monro (director) | 884,250 | 315,789 | 1,200,039 | 0.63% |
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
**ENDS**
For further information, please visit http://www.coragold.com or contact:
Jon Forster / Bert Monro | Cora Gold Limited | +44 (0) 20 3239 0010 |
Ewan Leggat / Charlie Bouverat | SP Angel(Nomad & Joint Broker) | +44 (0) 20 3470 0470 |
Andy Thacker / Zoe Alexander | Turner Pope Investments(Joint Broker) | +44 (0) 20 3657 0050 |
Megan Dennison / Susie Geliher | St Brides Partners(Financial PR) | +44 (0) 20 7236 1177 |
Notes
Cora Gold is a gold exploration company focused on two world class gold regions in Mali and Senegal in West Africa. Historical exploration has resulted in the highly prospective Sanankoro Gold Discovery, in addition to multiple, high potential, drill ready gold targets within its broader portfolio. Cora's primary focus is on further developing Sanankoro in the Yanfolila Gold Belt (Southern Mali), which Cora believes has the potential for a standalone mine development. Sanankoro has a positive Scoping Study published on it showing an 84% IRR and US$30.9m NPV at a US$1,400 gold price. Cora's highly experienced management team has a proven track record in making multi-million-ounce gold discoveries, which have been developed into operating mines.