Cora Gold Limited / EPIC:
CORA.L / Market: AIM / Sector: Mining
27 February
2024
Cora Gold
Limited
('Cora' or 'the
Company')
Conversion of US$2,278,500 of
Convertible Loan Notes
Cora Gold Limited, the West African
focused gold company, is pleased to announce that, following a
further amendment to the Convertible Loan Note Instrument dated 28
February 2023, as previously amended in September 2023, by written
resolutions of holders ('Noteholders') of convertible loan notes
('CLN'), certain Noteholders have submitted Voluntary Conversion
Notices to the Company to convert an aggregate amount of
US$2,278,500 of CLN for 81,960,427 Ordinary Shares of no par value
in the capital of the Company (each an 'Ordinary Share') at a
Voluntary Conversion Price of US$0.0278 per Ordinary Share (the
'Conversion').
Prior to the Conversion, the
Noteholders approved the following amendment to the Convertible
Loan Note Instrument dated 28 February 2023, as amended in
September 2023 (see announcement dated 11 September 2023), ('CLNI
Amendment'):
● with
effect from the date falling 10 (ten) Business Days prior to the
Final Repayment Date, the "Voluntary Conversion Price" means
US$0.0278 per Ordinary Share.
The Conversion of CLN to the value
of US$2,278,500 at this time removes the Company's obligation to
repay this amount, plus the 5% repayment premium thereon, in cash
to Noteholders in March 2024. The Company intends to use the cash
obtained through the Conversion to strengthen its working capital
position.
The Board of Cora continues to await
the lifting of the moratorium on the issuance of mining permits in
Mali and, once this occurs, looks forward to progressing its
application for a mining permit over Cora's flagship Sanankoro Gold
Project.
Conversion of Convertible Loan Notes
Certain Noteholders, being holders
of CLN issued on 13 March 2023, have submitted Voluntary Conversion
Notices to the Company to convert an aggregate amount of
US$2,278,500 of CLN for 81,960,427 Ordinary Shares at a Voluntary
Conversion Price of US$0.0278 per Ordinary Share on 27 February
2024.
Immediately post-Conversion, the
Company will have an unsecured obligation in relation to issued and
outstanding CLN for a total of US$12,971,500, being convertible
into Ordinary Shares in accordance with the Convertible Loan Note
Instrument dated 28 February 2023, as amended. These CLN were
issued on 13 March 2023 and have a maturity date of 12 March 2024.
In the event that any CLN are not converted on or prior to their
maturity date, then such CLN are repayable at a 5% premium to the
total amount outstanding under the CLN.
Bert Monro, Chief Executive Officer of Cora,
commented, "We continue to be
encouraged by the strong support Cora receives from its
shareholders and stakeholders, and over the coming months we look
forward to providing progress updates on our Sanankoro Gold
Project, including submission of the application for a mining
permit once the current national permit moratorium is
lifted."
Admission and Total Voting Rights
As a result of the Conversion, the
Company has raised a total of US$2,278,500 through the issue of
81,960,427 new Ordinary Shares (the 'New Shares') to certain
holders of CLN.
The Conversion is subject to
admission of the New Shares to trading on AIM ('Admission').
Application for Admission will be made, and it is expected that
Admission will become effective and dealing in the New Shares will
commence on or around 12 March 2024. The New Shares will rank
pari passu with the
existing Ordinary Shares.
Following Admission, the share
capital of the Company will be comprised of 452,178,145 Ordinary
Shares. The above figure of 452,178,145 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 transactions
Certain directors of the Company or
their connected parties have submitted Voluntary Conversion Notices
to convert the following amounts of CLN for New Shares:
● Edward
Bowie (Non-Executive Director (Independent) & Chair of the
Board of Directors) - US$3,000 of CLN for 107,913 New Shares. Upon
Admission Edward Bowie will be interested in a total of 733,423
Ordinary Shares and upon Conversion will be the registered holder
of CLN for a total of US$17,000;
● Andrew
Chubb (Non-Executive Director (Independent)) - US$3,000 of CLN for
107,913 New Shares. Upon Admission Andrew Chubb will be interested
in a total of 647,439 Ordinary Shares and upon Conversion will be
the registered holder of CLN for a total of US$17,000;
and
● Robert
Monro (Chief Executive Officer & Director) - US$4,500 of CLN
for 161,870 New Shares. Upon Admission Robert Monro will be
interested in a total of 2,396,766 Ordinary Shares and upon
Conversion will be the registered holder of CLN for a total of
US$25,500.
Certain existing substantial
shareholders of the Company have submitted Voluntary Conversion
Notices to convert the following amounts of CLN for New
Shares:
● Brookstone
Business Inc. ('Brookstone') - US$1,050,000 of CLN for 37,769,784
New 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 141,099,690
Ordinary Shares and upon Conversion will be the registered holder
of CLN for a total of US$5,950,000;
● Lord
Farmer - US$495,000 of CLN for 17,805,755 New Shares. Upon
Admission, Lord Farmer will be interested in a total of 87,036,983
Ordinary Shares and upon Conversion will be the registered holder
of CLN for a total of US$2,805,000;
● First
Island Trust Company Ltd as Trustee of The Marlborough Trust -
US$360,000 of CLN for 12,949,640 New Shares. The Marlborough Trust
is a discretionary trust with a broad class of potential
beneficiaries. Upon Admission, First Island Trust Company Ltd as
Trustee of The Marlborough Trust will be interested in a total of
25,269,968 Ordinary Shares and upon Conversion will be the
registered holder of CLN for a total of US$2,040,000;
and
● Maggianda
Foundation - US$202,500 of CLN for 7,284,172 New Shares. Maggianda
Foundation is a non-grantor trust of which Jeremy Block is the
first beneficiary. Upon Admission, Maggianda Foundation will be
interested in a total of 23,334,172 Ordinary Shares and upon
Conversion will be the registered holder of CLN for a total of
US$1,147,500.
The CLNI Amendment agreed by the
Company and each of Brookstone, Lord Farmer, First Island Trust
Company Ltd as Trustee of The Marlborough Trust, Maggianda
Foundation, Edward Bowie, Andrew Chubb and Robert Monro (together,
the 'Related Parties') constitute related party transactions
pursuant to Rule 13 of the AIM Rules for Companies. Cora's
independent director for this purpose, being David Pelham,
considers, having consulted with the Company's nominated adviser,
Cavendish Capital Markets Limited, that the terms of the
transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
Revised shareholdings following Admission
On Admission, the revised
shareholdings of the following directors and current significant
shareholders will be:
|
|
Number of Ordinary
Shares
|
|
|
|
Current
shareholding
|
New Shares
|
Shareholding on
Admission
|
Percentage of enlarged
issued share capital
|
|
Brookstone
Business Inc a
|
103,329,906
|
37,769,784
|
141,099,690
|
31.20%
|
|
Lord
Farmer
|
69,231,228
|
17,805,755
|
87,036,983
|
19.25%
|
|
First
Island Trust Company Ltd
as Trustee
of The Marlborough Trust b
|
12,320,328
|
12,949,640
|
25,269,968
|
5.59%
|
|
Maggianda
Foundation c
|
16,050,000
|
7,284,172
|
23,334,172
|
5.16%
|
|
Paul
Quirk
Non-Executive
Director
|
13,674,689
d
|
-
|
13,674,689
d
|
3.02%
|
|
Robert
Monro
Chief Executive Officer
& Director
|
2,234,896
|
161,870
|
2,396,766
|
0.53%
|
|
Edward
Bowie
Non-Executive Director
(Independent) & Chair of the Board of
Directors
|
625,510
|
107,913
|
733,423
|
0.16%
|
|
Andrew
Chubb
Non-Executive Director
(Independent)
|
539,526
|
107,913
|
647,439
|
0.14%
|
a. 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.
b. A
discretionary trust with a broad 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 Conversion
detailed above, the purchases 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:
|
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
ISIN: VGG2423W1077
|
|
b)
|
Nature of the transaction:
|
Conversion of Convertible Loan Notes
|
|
c)
|
Price(s) and volume(s):
|
|
Director/PDMR
|
Price(s)
|
Volume(s)
|
|
Robert Monro
|
US$0.0278
|
161,870
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
Single transactions as in 4 c) above
|
|
e)
|
Date of the transaction:
|
27
February 2024
|
|
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
|
|
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
ISIN: VGG2423W1077
|
|
b)
|
Nature of the transaction:
|
Conversion of Convertible Loan Notes
|
|
c)
|
Price(s) and volume(s):
|
|
Director/PDMR
|
Price(s)
|
Volume(s)
|
|
Edward Bowie
|
US$0.0278
|
107,913
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
Single transactions as in 4 c) above
|
|
e)
|
Date of the transaction:
|
27
February 2024
|
|
f)
|
Place of the transaction:
|
Outside of a trading venue
|
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Andrew Chubb
|
|
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
ISIN: VGG2423W1077
|
|
b)
|
Nature of the transaction:
|
Conversion of Convertible Loan Notes
|
|
c)
|
Price(s) and volume(s):
|
|
Director/PDMR
|
Price(s)
|
Volume(s)
|
|
Andrew Chubb
|
US$0.0278
|
107,913
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
Single transactions as in 4 c) above
|
|
e)
|
Date of the transaction:
|
27
February 2024
|
|
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
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
Isabelle Morris
Isabel de Salis
|
St Brides Partners
(Financial PR)
|
pr@coragold.com
|
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 Reserve of 422 koz at 1.3 g/t Au, 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.