Cora Gold Regulatory News (CORA)

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR")

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

28 September 2018

 Cora Gold Limited ("Cora Gold", "Cora" or "the Company")

Interim Results For The Six Months Ended 30 June 2018

and

Compliance With The QCA Code

Cora Gold Limited, the West African focused gold exploration company, is pleased to announce its unaudited interim results for the six months ended 30 June 2018. In addition the Company is pleased to announce that having adopted the Quoted Companies Alliance Code (dated April 2018) ("QCA Code") the Company has published a document, which is available on the Company's website, setting out its manner of compliance with the QCA Code.

Operational Highlights

● Over 13,000 metres (in 135 holes) of drilling completed at the Company's flagship Sanankoro Project ("Sanankoro") in the Yanfolila Gold Belt of southern Mali between December 2017 and the end of Q2 2018

● Highly encouraging drilling results from Sanankoro, which have identified a number of new zones of gold mineralisation, confirming the very large-scale potential of the Sanankoro Project

● Delineation of approximately 8km of drill defined gold mineralised structures at Sanankoro forming the basis of future drill programmes focusing on mineral resource definition

● New gold discoveries made at the Tekeledougou Project ("Tekeledougou") in southern Mali, located ~10km from Hummingbird Resources plc's ("Hummingbird", AIM: HUM) Yanfolila Gold Plant - drilling has highlighted potentially economic interest that warrants further work

● During July 2018 the Group completed its initial drill programmes at Sanankoro and Tekeledougou, with a total of over 17,000 metres of drilling

● Expanding exploration footprint to additional prospects post period end to expedite future work programmes:

○ Mapping work on the Bokoro II and Bokoro Est permits (Sanankoro Project Area)

○ Surface work on the Karan and Mokoyako permits (Sanankoro Project Area)

○ Surface work on the Kakadian, Diangounte Est and Madina Fulbe permits within the Diangounte Project Area located in the prolific Kedougou-Kenieba-Inlier gold belt of western Mali and eastern Senegal

● A number of permits have been renewed or re-issued by the Mali government as required during the period, with submissions being made for further renewals as they become due

Corporate Highlights

● Highly prospective Madina Fulbe Permit ("Madina"), located in eastern Senegal within the prolific Kedougou-Kenieba-Inlier gold belt was successfully renewed in March 2018, following the lapse of a previous permit covering the same area

● Shareholder approval received at AGM in June 2018 for share option scheme, being part of the Company's incentive scheme to management and Directors. To date, share options have been granted over 2,550,000 ordinary shares exercisable at 16.5 pence per ordinary share and expiring on 18 December 2022

Chairman's Statement

Regarding the Company's compliance with the QCA Code, Geoff McNamara, Cora's Independent Non-Executive Chairman, said, "I am pleased to lead a Board and a Company that continues to strive to make improvements in all areas of its activities with a view to ultimately benefiting all of our stakeholders. I hope that you embrace our philosophy and approach to conducting our business, as we continue to look forward to being able to report back to you on our developments."

The Company's unaudited interim results for the six months ended 30 June 2018 are available on the Company's website http://www.coragold.com/category/company-reports.

The document setting out the manner of the Company's compliance with the QCA Code is available on the Company's website http://www.coragold.com.

Consolidated Statement of Financial Position as at 30 June 2018 and 2017, and 31 December 2017

All amounts stated in thousands of United States dollars

Consolidated Statement of Comprehensive Income for the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017

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

Consolidated Statement of Changes in Equity for the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017

All amounts stated in thousands of United States dollars

Consolidated Statement of Cash Flows for the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017

All amounts stated in thousands of United States dollars

Material non-cash items during the year ended 31 December 2017 comprised 50,000 shares issued in consideration of the business combination for an aggregate value of US$3,050,000.

Notes to the Condensed Consolidated Financial Statements for the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017

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

1. General information

The principal activity of Cora Gold Limited (the 'Company') and its subsidiaries (together the 'Group') is the exploration and development of mineral projects, with a primary focus in West Africa. The Company is incorporated and domiciled in the British Virgin Islands. The address of its registered office is Rodus Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola, VG1110, British Virgin Islands.

The condensed consolidated interim financial statements of the Group for the six months ended 30 June 2018 comprise the results of the Group and have been prepared in accordance with the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 'Interim Financial Reporting' in preparing these interim financial statements.

The condensed consolidated interim financial statements for the period 1 January to 30 June 2018 are unaudited. In the opinion of the directors the condensed consolidated interim financial statements for the period present fairly the financial position, and results from operations and cash flows for the period in conformity with generally accepted accounting principles consistently applied. The condensed consolidated interim financial statements incorporate unaudited comparative figures for the interim period 1 January to 30 June 2017 and extracts from the financial statements for the year ended 31 December 2017.

The interim report has not been audited or reviewed by the Company's auditor.

The key risks and uncertainties and critical accounting estimates remain unchanged from 31 December 2017 and the accounting policies adopted are consistent with those used in the preparation of its financial statements for the year ended 31 December 2017.

In late 2013 the shareholders of KG Congo Ltd (registered in the Republic of Mauritius) and the Company conditionally agreed to merge their business interests in the Republic of Congo (Brazzaville) and the Republic of Mali respectively. On 30 April 2014 the merger was formally completed by way of a share exchange such that immediately post-completion the Company became a wholly owned subsidiary of Kola Gold Limited ('Kola Gold').

During 2016 Kola Gold and Hummingbird Resources plc (AIM: HUM) ('Hummingbird') entered into a Memorandum of Understanding with a view to amalgamating certain of Hummingbird's non-core gold exploration permits in Mali together with a number of Kold Gold's permits in West Africa.

As at 31 December 2016 the Company held a 100% shareholding in Cora Gold Mali SARL (registered in the Republic of Mali).

On 2 February 2017 Kola Gold, Hummingbird and Glenwick plc (AIM: GWIK; delisted 6 March 2017) ('Glenwick') entered into a non-binding heads of terms wherein Glenwick provisionally agreed to acquire 100% of the shares of the Company (the 'Reverse Takeover').

On 21 March 2017 the Kola Gold group was split in two with:

● Kola Gold continuing to hold permits in the Republic of Congo (Brazzaville); and

● the Company continuing to hold permits in Mali and Senegal in West Africa.

This re-organisation was completed by an in specie distribution of all the shares in the Company held by Kola Gold to the shareholders of Kola Gold.

On 28 April 2017 the amalgamation of certain of Hummingbird's non-core gold exploration permits in Mali together with a number of the Company's permits in Mali and Senegal was completed (the 'business combination') and as a result the Company acquired:

● a 100% shareholding in Hummingbird Exploration Mali SARL (registered in the Republic of Mali; on 3 July 2017 Hummingbird Exploration Mali SARL was renamed Cora Exploration Mali SARL); and

● a 95% shareholding in Sankarani Ressources SARL (registered in the Republic of Mali).

On 17 July 2017 the Company, Hummingbird and Glenwick mutually agreed to cancel the Reverse Takeover and, therefore, terminate the aforementioned non-binding heads of terms.

As at 31 December 2017 and 30 June 2018 the Company held:

● a 100% shareholding in Cora Gold Mali SARL (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, Faladie SEMA, BP 366, Bamako, Republic of Mali).

The remaining 5% of Sankarani Ressources SARL can be purchased from a third party for US$1,000,000.

As at 30 June 2018 Cora Resources Mali SARL (the address of its registered office is Rue 841 Porte 202, Faladie SEMA, BP 366, Bamako, Republic of Mali) was a wholly owned subsidiary of Sankarani Ressources SARL.

2. Earnings per share

The calculation of the basic and fully diluted earnings per share attributable to the equity shareholders is based on the following data:

As at 30 June 2018 the Company's issued and outstanding capital structure comprised a number of ordinary shares, warrants and share options on issue and outstanding (see Note 7).

As at 31 December 2017 the Company's issued and outstanding capital structure comprised a number of ordinary shares and warrants on issue and outstanding (see Note 7).

As at 30 June 2017 the Company's issued and outstanding capital structure comprised a number of no par value shares (see Note 7) and there were no other securities on issue and outstanding. As such basic and fully diluted loss per share is the same.

On 15 September 2017 each share in issue was sub-divided into 300 ordinary shares. The earnings per share has been consistently calculated based on the weighted average number of shares in issue in 2017 multiplied by the sub-division ratio.

3. Intangible assets

Intangible assets relate to exploration and evaluation project costs capitalised as at 30 June 2018 and 2017, and 31 December 2017, less impairments.

Additions to project costs during the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017 were in the following geographical areas:

Project costs capitalised as at 30 June 2018 and 2017, and 31 December 2017 related to the following geographical areas:

4. Trade and other receivables

The amounts due from KG Congo Ltd were interest free and repayable on demand.

In accordance with an agreement dated 15 September 2017 between the Company, Kola Gold and KG Congo Ltd the balances, being amounts loaned from Kola Gold (see Note 6) and amounts loaned to KG Congo Ltd, were forgiven.

5. Cash and cash equivalents

Cash and cash equivalents held as at 30 June 2018 and 2017, and 31 December 2017 were in the following currencies:

6. Trade and other payables

Amounts due to Kola Gold Limited were interest free and repayable on demand.

In accordance with an agreement dated 15 September 2017 between the Company, Kola Gold and KG Congo Ltd the balances, being amounts loaned from Kola Gold and amounts loaned to KG Congo Ltd (see Note 4), were forgiven.

7. Share capital

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

As at 31 December 2016 the Company's issued and outstanding capital structure comprised 50,000 no par value shares and there were no other securities on issue and outstanding.

On 28 April 2017 as a result of the business combination (see Note 1) 50,000 shares in the Company were issued to Trochilidae Resources Ltd., a subsidiary of Hummingbird, in consideration for an aggregate price of US$3,050,000.

On 30 May 2017 the Company closed a non-brokered private placement of 7,937 shares at a price of US$61 per share for total gross proceeds of US$484,157. Certain directors of the Company participated in this placement.

On 17 July 2017 in full and final settlement of costs totalling US$176,750 incurred by Glenwick in connection with the cancelled Reverse Takeover (see Note 1) the Company issued 2,897 shares to Glenwick at a price of US$61 per share.

On 31 August 2017 the Company:

● closed a non-brokered private placement of 2,014 shares at a price of US$61 per share for total gross proceeds of US$122,854. Certain directors of the Company participated in this placement; and

● issued 491 shares at a price of US$61 per share to Hummingbird in full and final settlement of an invoice for US$30,000 from Hummingbird in relation to accounting and administration costs incurred during 2017 in relation to the business combination.

On 15 September 2017 each share was sub-divided into 300 ordinary shares such that immediately post this sub-division the Company's issued and outstanding capital structure comprised 34,001,700 ordinary shares.

In October 2017 the Company:

● closed a Placing and Subscription for 20,928,240 ordinary shares at a price of 16.5 pence (British pound sterling) per share for total gross proceeds of £3,453,160. Certain directors of the Company participated in this Subscription;

● issued 45,454 ordinary shares at a price of 16.5 pence per share to St Brides Partners Limited in full and final settlement of an initial float fee of £7,500, being one-half of a total initial float fee of £15,000, for public relations consultancy services; and

● issued warrants to brokers of the Placing to subscribe for 320,575 new ordinary shares at a price of 16.5 pence per share expiring 9 October 2020.

At the Company's annual general meeting held on 12 June 2018:

● it was approved by the shareholders that the Company issue 80,000 ordinary shares at a price of 16 pence per share to S3 Consortium Pty Ltd for a total gross value of £12,800 as part of a service agreement dated 30 October 2017 with S3 Consortium Pty Ltd to assist with the Company's digital marketing strategy; and

● it was approved by the shareholders that on 18 December 2017 the board of directors adopted and approved a share option plan, and granted and approved share options over 2,550,000 ordinary shares in the capital of the Company exercisable at 16.5 pence per ordinary share and expiring on 18 December 2022. 25% of such share options vested on 12 June 2018 and a further 25% shall vest on each of 12 December 2018, 12 June 2019 and 12 December 2019.

These matters were disclosed in the Company's consolidated financial statements for the year ended 31 December 2017, as included in the Company's Annual Report 2017.

As at 30 June 2018 the Company's issued and outstanding capital structure comprised:

● 55,055,394 ordinary shares;

● warrants to subscribe for 320,575 new ordinary shares at a price of 16.5 pence per share expiring 9 October 2020; and

● share options over 2,550,000 ordinary shares in the capital of the Company exercisable at 16.5 pence per ordinary share and expiring on 18 December 2022.

Movements in capital during the six months ended 30 June 2018 and 2017, and the year ended 31 December 2017 were as follows:

8. Ultimate controlling party

The Company does not have an ultimate controlling party.

As at 30 June 2018 the Company's largest shareholder was Hummingbird which held 18,610,127 ordinary shares (including shares held by Hummingbird's subsidiary, Trochilidae Resources Ltd) (being 33.80% of the total number of ordinary shares on issue and outstanding).

9. Business combination

On 28 April 2017 the Group acquired 100% of the share capital of Cora Exploration Mali SARL and 95% of the share capital of Sankarani Ressources SARL. 50,000 shares in the Company were issued to Trochilidae Resources Ltd., a subsidiary of Hummingbird, in consideration for an aggregate price of US$3,050,000. In addition the Group acquired the right to purchase the remaining 5% of Sankarani Ressources SARL from a third party for US$1,000,000. The primary reason for the business combination was to increase the asset base of the Group.

As part of the business combination the following intra group balances were assigned to the Company from Hummingbird:

● from Cora Exploration Mali SARL, being CFA Franc 4,394,468,854 (currency symbol XOF; equivalent to US$7,654,982); and

● from Sankarani Ressources SARL, being CFA Franc 1,388,262,844 (currency symbol XOF; equivalent to US$2,418,296).

The following table summarises the consideration paid for Cora Exploration Mali SARL and Sankarani Ressources SARL and the fair values of the assets and liabilities assumed at the acquisition date:

The business combination had no impact on the consolidated statement of comprehensive income other than the gain arising on business combination. The business combination resulted in a gain due to the value of the total identifiable net assets being greater than the value of the consideration paid.

10. Contingent liabilities

The Group subsidiaries Cora Gold Exploration Mali SARL and Sankarani Ressources SARL may be subject to potential tax liabilities of approximately US$92,500 against which, until 22 June 2018, a third party had provided full indemnity.

11. Capital commitments

On 11 October 2017 the Group entered into a drilling contract with Target Drilling SARL. Under the terms of this drilling contract as at 30 June 2018 the Group had incurred expenditure of US$964,000 for a total of over 17,000 metres of drilling, being in excess of the originally contracted number of metres of drilling. During July 2018, with the onset of the wet season in Mali, the drilling contract with Target Drilling SARL was concluded.

12. Approval of condensed consolidated interim financial statements

The condensed consolidated interim financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 28 September 2018.

** ENDS **

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

Notes to the Editors

Cora Gold is a new 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 Gold's primary focus is on further developing Sanankoro in the Yanfolila Gold Belt (South Mali), which Cora Gold believes has the potential for a standalone mine development. Cora Gold'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.