Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining
26 March 2025
Cora Gold Limited
('Cora' or 'the Company')
Fundraise
Cora Gold Limited, the West African focused gold company, is pleased to announce that it has conditionally raised £1,549,649.74 before expenses through a Subscription (as defined below) (the 'Fundraise') of 32,624,205 new ordinary shares of no par value in the Company ('Ordinary Shares') at a price of 4.75 pence per Ordinary Share (the 'New Ordinary Shares'), representing a discount of 19.49% to the closing market price of the Ordinary Shares on 25 March 2025 and a discount of 10.63% to the average closing mid-market price of the Ordinary Shares on the 10 trading days up to (and including) 25 March 2025.
Each New Ordinary Share has a warrant attached to subscribe for one new ordinary share at a price of 7 pence per ordinary share for a period of 24 months from the date of Admission (as defined below) (the 'Warrants'). The Warrants will not be listed.
Bert Monro, Chief Executive Officer of Cora, commented, "I am very pleased with the strong support we have received in this fundraise. This fundraising is intended to support the Company as it looks to bring Sanankoro to construction readiness, and follows the recent release of an updated Mineral Resource Estimate which reported total pit constrained resources of 31.4 million tonnes at 1.04 g/t Au for a total of 1,044 koz, comprising 689 koz at 1.13 g/t Au in the Indicated category and 354 koz at 0.89 g/t Au in the Inferred category, and the Mali government's partial lifting of its moratorium on issuing permits in the mining sector.
"Ongoing optimisation studies along with work on updating the ore reserves to support an updated Definitive Feasibility Study at Sanankoro are well underway and scheduled for completion later in 2025. With the gold price currently at near record highs, and the previously completed 2022 Definitive Feasibility Study based on a US$1,750/oz gold price, we are hoping for significant improvements in the Project's economics. We look forward to providing further updates on progress at Sanankoro, including the updated Definitive Feasibility Study and permitting for a mining permit."
Details of the Fundraise
The Fundraise is being conducted out of the authorities to issue and allot Ordinary Shares in the capital of the Company granted to the directors by shareholders at the Company's Annual General Meeting held on 26 June 2024. Accordingly, the issue of the New Ordinary Shares is not subject to the approval of shareholders.
The Fundraise is conditional on admission of the New Ordinary Shares to trading on AIM ('Admission').
Use of proceeds
The net proceeds of the Fundraise will principally be used to progress the ongoing updating of the 2022 Definitive Feasibility Study at the Sanankoro Gold Project in southern Mali, as well as continued exploration of the Company's permits and for general working capital purposes.
Binding commitments
Binding commitments to subscribe (the 'Subscription') for a total of 32,624,205 New Ordinary Shares have been received from Brookstone Business Inc ('Brookstone'; the Company's largest shareholder), Lord Farmer (a substantial shareholder), First Island Trust Company Ltd as Trustee of The Marlborough Trust ('The Marlborough Trust'; a substantial shareholder), Maggianda Foundation (a substantial shareholder), Key Ventures Holding Ltd ('KVH'; a substantial shareholder), certain directors of the Company and other subscribers. Details of their participation and consequent interest in the Company's issued share capital is described below.
Admission and Total Voting Rights
Through the Subscription the Company has conditionally raised a total of approximately £1,549,649.74 million before expenses through the proposed issue of 32,624,205 New Ordinary Shares to certain existing shareholders and new investors.
As noted above, the Fundraise is subject to Admission. Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealing in the New Ordinary Shares will commence on or around 01 April 2025. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the share capital of the Company will be comprised of 484,802,350 Ordinary Shares. The above figure of 484,802,350 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 Financial Conduct Authority's Disclosure and Transparency Rules.
Related party transaction
The Subscription by each of Brookstone, Lord Farmer, The Marlborough Trust, Maggianda Foundation, KVH, Adam Davidson, Paul Quirk, Robert ('Bert') Monro and Edward Bowie constitutes related party transactions pursuant to Rule 13 of the AIM Rules. Having consulted with the Company's Nominated Adviser, Cavendish Capital Markets Limited, Andrew Chubb (an independent Non-Executive Director of the Company), considers that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The following directors of the Company or their connected parties have given a binding commitment to subscribe for the following numbers of shares in the Fundraise:
● Paul Quirk (Non-Executive Director) - 404,210 New Ordinary Shares;
● Adam Davidson (independent Non-Executive Director) - 404,210 New Ordinary Shares;
● Robert Monro (Chief Executive Officer and a Director) - 242,105 New Ordinary Shares; and
● Edward Bowie (independent Non-Executive Director and Chair of the Board of Directors) - 105,263 New Ordinary Shares.
On Admission certain substantial shareholders of the Company will hold the following numbers of Ordinary Shares:
● Brookstone will be the registered holder of 150,836,532 Ordinary Shares, representing approximately 31.11% of the issued share capital of the Company on Admission. Brookstone is wholly owned and controlled by First Island Trust Company Limited as Trustee of The Nodo Trust, 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;
● Lord Farmer will be the registered holder of 93,527,509 Ordinary Shares, representing approximately 19.29% of the issued share capital of the Company on Admission;
● The Marlborough Trust will be the registered holder of 30,137,336 Ordinary Shares, representing approximately 6.22% of the issued share capital of the Company on Admission. The Marlborough Trust is a discretionary trust with a broad class of potential beneficiaries; and
● Maggianda Foundation will be the registered holder of 25,361,540 Ordinary Shares, representing approximately 5.23% of the issued share capital of the Company on Admission. Maggianda Foundation is a non-grantor trust of which Jeremy Block is the first beneficiary.
Relationship Agreement
On 18 March 2020 Brookstone, KVH (which is wholly owned and controlled by First Island Trust Company Limited as Trustee of The Sunnega Trust, being a discretionary trust of which Paul Quirk (Non-Executive Director of the Company)) and Paul Quirk (collectively the 'Investors') entered into a Relationship Agreement to regulate the relationship between the Investors and the Company on an arm's length and normal commercial basis. In the event that Investors' aggregated shareholdings becomes less than 30% then the Relationship Agreement shall terminate. As at the date of this news release the Investors' aggregated shareholdings were 34.35% of the issued share capital of the Company. On Admission the Investors' revised aggregated shareholdings will be 34.13% of the issued share capital of the Company.
Revised shareholdings following Admission
On Admission, the revised shareholdings of the following directors and substantial shareholders will be:
| | Current shareholding | New Ordinary Shares | Shareholding on Admission | Percentage of enlarged issued share capital |
| Brookstone Business Inc a | 141,099,690 | 9,736,842 | 150,836,532 | 31.11% |
| Lord Farmer | 87,036,983 | 6,490,526 | 93,527,509 | 19.29% |
| First Island Trust Company Ltd as Trustee of The Marlborough Trust b | 25,269,968 | 4,867,368 | 30,137,336 | 6.22% |
| Maggianda Foundation c | 23,334,172 | 2,027,368 | 25,361,540 | 5.23% |
| Paul Quirk d Non-Executive Director | 14,208,389 | 404,210 | 14,612,599 | 3.01% |
| Robert Monro Chief Executive Officer and Director | 2,396,766 | 242,105 | 2,638,871 | 0.54% |
| Edward Bowie Non-Executive Director (independent) and Chair of the Board of Directors | 733,423 | 105,263 | 838,686 | 0.17% |
| Adam Davidson Non-Executive Director (independent) | - | 404,210 | 404,210 | 0.08% |
a Wholly owned and controlled by First Island Trust Company Limited 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.
b A discretionary trust with a board class of potential beneficiaries.
c A non-grantor trust of which Jeremy Block is the first beneficiary.
d Held personally and through 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 is a potential beneficiary.
Persons Discharging Management Responsibility ('PDMR')
As a result of the Fundraise detailed above, the Subscriptions by persons discharging management responsibility ('PDMR') under the Market Abuse Regulation are detailed below.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Paul Quirk * | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Cora Gold Limited | ||||
| b) | LEI: | 213800TW2N9JJYCUDD71 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Depositary interests of no par value | ||||
| b) | Nature of the transaction: | 1. Issue of ordinary shares for subscription in private placement 2. Warrants to subscribe for one new ordinary share at a price of 7 pence per share for a period of 24 months from the date of Admission | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above
| ||||
| e) | Date of the transaction: | 25 March 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
*Pursuant to the PDMR Subscription the New Ordinary Shares were subscribed for by 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 is a potential beneficiary.
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Adam Davidson | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Cora Gold Limited | ||||
| b) | LEI: | 213800TW2N9JJYCUDD71 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Depositary interests of no par value | ||||
| b) | Nature of the transaction: | 1. Issue of ordinary shares for subscription in private placement 2. Warrants to subscribe for one new ordinary share at a price of 7 pence per share for a period of 24 months from the date of Admission | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above
| ||||
| e) | Date of the transaction: | 25 March 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Robert Monro | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Chief Executive Officer and Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Cora Gold Limited | ||||
| b) | LEI: | 213800TW2N9JJYCUDD71 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Depositary interests of no par value | ||||
| b) | Nature of the transaction: | 1. Issue of ordinary shares for subscription in private placement 2. Warrants to subscribe for one new ordinary share at a price of 7 pence per share for a period of 24 months from the date of Admission | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above
| ||||
| e) | Date of the transaction: | 25 March 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Edward Bowie | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director and Chair of the Board of Directors | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Cora Gold Limited | ||||
| b) | LEI: | 213800TW2N9JJYCUDD71 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Depositary interests of no par value | ||||
| b) | Nature of the transaction: | 1. Issue of ordinary shares for subscription in private placement 2. Warrants to subscribe for one new ordinary share at a price of 7 pence per share for a period of 24 months from the date of Admission | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above
| ||||
| e) | Date of the transaction: | 25 March 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
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, follow us on social media (LinkedIn: www.linkedin.com/company/cora-gold/; and X: @cora_gold) or contact:
| Bert Monro Craig Banfield | Cora Gold Limited | info@coragold.com |
| Derrick Lee Pearl Kellie | Cavendish Capital Markets Limited (Nomad & Broker) | +44 (0) 20 7220 0500 |
| Susie Geliher Charlotte Page | St Brides Partners (Financial PR) | cora@stbridespartners.co.uk |
Notes
Cora is a West African gold developer with de-risked project areas within two known gold belts in Mali and Senegal. 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, south Mali, into an open pit oxide mine. Based on a gold price of US$1,750/oz and a Maiden Probable Oxide Reserve of 422 koz at 1.3 g/t Au, the 2022 Definitive Feasibility Study showed that the Project has strong economic fundamentals, including 52% IRR, US$234 million Free Cash Flow over life of mine and all-in sustaining costs of US$997/oz. Alongside this, the Company continues to seek value opportunities across its portfolio and has identified large scale gold mineralisation potential at the Madina Foulbé exploration permit within the Kenieba Project Area of east Senegal.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
