CORA Cora Gold Limited

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

20 May 2024

Cora Gold Limited ('Cora' or the 'Company')

2023 Final Results

and

Notice of Annual General Meeting

Cora Gold Limited, the West African focused gold company, is pleased to announce its final audited results for the year ended 31 December 2023. The Company also gives notice of its Annual General Meeting ('AGM'), which will be held at 12.00 p.m. on the 26 June 2024 at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom and online.

Highlights

In March 2023 Cora closed a fundraising for aggregate investments of US$19.803 million, comprising US$3.928 million for ordinary shares in the capital of the Company plus US$15.875 million for convertible loan notes ('CLN' or 'Convertible Loan Notes'). In September 2023 the maturity date of the CLN was extended to 12 March 2024 and certain holders of CLN totalling US$0.625 million elected for early repayment along with a 5% premium thereon.

Operationally, Cora remains focused on transitioning its Sanankoro Gold Project in south Mali ('Sanankoro' or the 'Project') into a producing mine. In support of this, in 2023 a number of key management personnel were appointed and the construction tender process commenced.

In June 2023 Cora entered into a mandate letter to appoint Atlantique Finance to act as sole adviser in the structuring and mobilisation of a medium-term loan of US$70 million to support funding the development of Sanankoro.

Post year end, in February 2024, following an amendment to the underlying Convertible Loan Note Instrument, certain CLN holders voluntarily converted CLN totalling US$2.279 million into ordinary shares in the capital of the Company, strengthening the Group's working capital position. On 12 March 2024 outstanding CLN totalling US$12.971 million matured and the Company made repayment of such amount plus a 5% premium thereon.

Bert Monro, CEO of Cora, commented: "Our focus at Sanankoro is on its transition into a producing mine. In 2023 a number of key management personnel were appointed and the construction tender process commenced in support of this.

"Looking ahead, we look forward to providing further updates on progress at Sanankoro, including submission of the application for a mining permit once the moratorium on issuing permits is lifted. We also look forward to sharing updates on wider exploration activities across our permits, including the reconnaissance drill programme at Madina Foulbé in east Senegal announced on 08 April 2024.

"Finally, I'd like to thank both Cora's shareholders and stakeholders for their continued strong support and patience throughout 2023."

Annual General Meeting

The AGM will be held at 12.00 p.m. (United Kingdom time) on 26 June 2024 at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom plus, in the interest of allowing as many shareholders as possible to attend, the AGM will also take place online. There are two ways in which attendees may join the AGM online:

Option 1               By dial in. Use one of the telephone numbers and Meeting ID set out below:

●    telephone number:                               +44-(0)20-3481-5240

+44-(0)131-460-1196

+44-(0)330-088-5830

●    other local telephone numbers: https://us02web.zoom.us/u/kcgol1Pu4r

●    Meeting ID:                                               846 4928 5477 #

Option 2              Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need to have video switched on for the attendee to be seen, and speakers and microphone capability activated in order to be able to speak. Use the hyperlink set out below:

●    hyperlink:                                   https://us02web.zoom.us/j/84649285477

Shareholders should note that if they elect to attend the AGM online using Option 1 above they will not, in accordance with the articles of association of the Company, be counted as being present at the meeting and will not be entitled to vote. The Company's board of directors (the 'Board' or the 'Board of Directors') strongly advises shareholders who wish to attend online to use Option 2 above and ensure their video, microphone and speakers are switched on.

The Board strongly advises shareholders to submit their votes by proxy prior to the AGM. Shareholders who have submitted a proxy may still attend the AGM. However, submitting a proxy means shareholders know that their vote will be counted. Copies of proxy forms (both Form of Proxy and Form of Instruction) can be downloaded via the Company's website at www.coragold.com/category/company-reports.

The Company always welcomes questions from its shareholders at its general meetings. On this occasion the Board would rather shareholders submit their questions beforehand in order that the Board may ensure questions are answered either at the AGM or afterwards. Questions should be submitted by email to secretary@coragold.com no later than 12.00 p.m. (United Kingdom time) on 21 June 2024.

The Company's Notice of AGM and Forms of Proxy will be dispatched to shareholders shortly and will be available on the website at https://www.coragold.com.

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 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 422koz 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.

CHAIR'S STATEMENT

I am pleased to present the Annual Report of Cora Gold Limited ('Cora' or 'the Company') and its subsidiaries (together the 'Group') for the year ended 31 December 2023.

Cora is a gold company focused on two world class gold regions in Mali and Senegal in West Africa, being the Yanfolila Gold Belt (south Mali) and the Kédougou-Kéniéba Inlier gold belt (also known as the 'Kenieba Window'; west Mali / east Senegal).

The strategy of the Company is, through systematic exploration, to discover, delineate and develop economic ore bodies. Historical exploration has resulted in the highly prospective Sanankoro Gold Discovery ('Sanankoro', 'Sanankoro Gold Project' or the 'Project') in the Yanfolila Gold Belt. Cora'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. Cora's primary focus is on further developing its flagship Sanankoro Gold Project, which the Company believes has the potential for a standalone mine development.

Highlights

2023 saw another year of progress for the Company, with highlights including:

●     In March 2023 Cora closed a fundraising for aggregate investments of US$19.803 million, comprising US$3.928 million for ordinary shares in the capital of the Company plus US$15.875 million for convertible loan notes ('CLN' or 'Convertible Loan Notes'). In September 2023 the maturity date of the CLN was extended to 12 March 2024 and certain holders of CLN totalling US$0.625 million elected for early repayment along with a 5% premium thereon.

●     Operationally, Cora remains focused on transitioning its Sanankoro Gold Project into a producing mine. In support of this, in 2023 a number of key management personnel were appointed and the construction tender process commenced.

●     In June 2023 Cora entered into a mandate letter to appoint Atlantique Finance to act as sole adviser in the structuring and mobilisation of a medium-term loan of US$70 million to support funding the development of Sanankoro.

During the year ended 31 December 2023 the Bokoro II and Kodiou permits in the Sanankoro Project Area expired. Cora intends to submit new applications in respect of each of these expired permits once the Mali government's moratorium on issuing permits (announced on 28 November 2022) is lifted.

Future Potential at Sanankoro

Beyond the results of Sanankoro's Optimised Project Economics announced in 2022 the process flow sheet is undergoing additional optimisation with the aim of further improving the economics. The optimisations being considered include taking greater advantage of the oxide nature of the ore at the front end of the process flow sheet that could lead to cost savings. The Company will look to conclude this process before commencing the front-end engineering design prior to construction. In addition, further infill drilling should, in time, enable the conversion of Mineral Resource Estimate ('MRE') Inferred Resources into Indicated with a view to them then being added to the inventory of Reserves for the mine schedule.

An exploration target estimate ('Exploration Target') for the wider Sanankoro Gold Project was completed in 2022 by independent consultancy CSA Global (UK) Limited. The Exploration Target comprises a total of 12 areas, all within 8 km of existing pits, with three areas (being Target 3, Target 5 & 6, and Selin-Bokoro West Extension) responsible for over 50% of the Exploration Target. The Exploration Target is estimated to contain between 26.0 Mt and 35.2 Mt with a grade range of 0.58 g/t Au - 1.21 g/t Au for a potential gold content of 490 koz - 1,370 koz. This is in addition to the Indicated and Inferred MRE of 24.9 Mt at 1.15 g/t Au for 920 koz announced in July 2022. Proving up this Exploration Target has the potential to add significantly to the resource and possible mining inventory.

Outlook for 2024

In February 2024, following an amendment to the underlying Convertible Loan Note Instrument, certain CLN holders voluntarily converted CLN totalling US$2.279 million into ordinary shares in the capital of the Company, strengthening the Group's working capital position. On 12 March 2024 outstanding CLN totalling US$12.971 million matured and the Company made repayment of such amount plus a 5% premium thereon.

As announced in April 2024, a 2,000 metre reconnaissance drill programme is currently underway at Madina Foulbé (east Senegal) in the Kenieba Window. The intent of this drill programme is to test conceptual targets, which if successful will require additional drill programmes to define the size and grade of the mineralisation, and allow for mineral resources to be reported in the future.

Looking ahead, we look forward to providing further updates on progress at Sanankoro, including submission of the application for a mining permit once the moratorium on issuing permits is lifted. We also look forward to sharing updates on wider exploration activities across our permits, including the drill programme at Madina Foulbé.

Finally, I'd like to take this opportunity to thank the Cora team for their hard work, and thank both Cora's shareholders and stakeholders for their continued strong support and patience throughout 2023.

Edward Bowie

Non-Executive Director & Chair of the Board of Directors

17 May 2024

Consolidated Statement of Financial Position

as at 31 December 2023

All amounts stated in thousands of United States dollar

The consolidated financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 17 May 2024 and were signed on its behalf by

Robert Monro

Chief Executive Officer & Director

17 May 2024

The attached notes form an integral part of the Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2023

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

The attached notes form an integral part of the Consolidated Financial Statements.

Consolidated Statement of Changes in Equity

for the year ended 31 December 2023

All amounts stated in thousands of United States dollar

The attached notes form an integral part of the Consolidated Financial Statements.

Consolidated Statement of Cash Flows

for the year ended 31 December 2023

All amounts stated in thousands of United States dollar

The attached notes form an integral part of the Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

All tabulated amounts stated in thousands of United States dollar (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.

2.       Accounting policies

The principal accounting policies applied in the preparation of financial statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1.   Basis of preparation

The consolidated financial statements of Cora Gold Limited have been prepared in accordance with International Financial Reporting Standards ('IFRS') and IFRS Interpretations Committee ('IFRS IC') as adopted by the European Union ('EU'). The consolidated financial statements have been prepared under the historical cost convention.

The financial statements are presented in United States dollar (currency symbol: USD or US$), rounded to the nearest thousand, which is the Group's functional and presentational currency.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

(a)          New and amended standards mandatory for the first time for the financial period beginning 01 January 2023

New standards and amendments to standards and interpretations which were effective for the financial period beginning on or after 01 January 2023 were not material to the Group or the Company.

(b)          New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

The following standards have been published and are mandatory for accounting periods beginning after 01 January 2024 but have not been early adopted by the Group or the Company and could have impact on the Group and the Company financial statements:

^ Not yet endorsed in the EU.

The Group is evaluating the impact of the new and amended standards above. The directors believe that these new and amended standards are not expected to have a material impact on the Group's results or shareholders' funds.

2.2.   Basis of consolidation

The consolidated financial statements incorporate those of the Company and its subsidiary undertakings for all periods presented.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity.

Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group entities are eliminated on consolidation.

As at 31 December 2023 and 2022 the Company held:

●   a 100% shareholding in Cora Gold Mali SARL (registered in the Republic of Mali; 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);

●   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 million; and

●   Cora Resources Mali SARL (registered in the Republic of Mali; 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.

2.3.   Interest in jointly controlled entities

Joint venture arrangements that involve the establishment of a separate entity in which each venturer has joint control are referred to as jointly controlled entities. The results and assets and liabilities of jointly controlled entities are included in these financial statements for the period using the equity method of accounting.

2.4.   Going concern

As part of the Definitive Feasibility Study for the Sanankoro Gold Project in Mali (completed in November 2022) cash flow forecasts for the life of mine have been prepared. The forecasts include the costs of developing the Sanankoro Gold Project, including a construction period of 21 months (including pre-construction engineering work and commissioning the plant) plus related corporate and operational overheads. On 28 November 2022 the Mali government announced the suspension of issuing permits. This moratorium, which is expected to be lifted, continues to be in place. Once the moratorium is lifted then formal submission of the application for a mining permit will be submitted to the Mali government and, in due course, construction will commence. During the year ended 31 December 2023 a new Mining Code and Local Content (for the Mining Sector) Code were promulgated in Mali. It is anticipated that the awaited publication of supporting texts will assist in the interpretation and understanding of the various changes in the country's Mining Code.

After the reporting date certain holders of outstanding convertible loan notes converted an amount of convertible loan notes into ordinary shares in the capital of the Company and the Company repaid the balance of outstanding convertible loan notes upon maturity. As at the date of these consolidated financial statements there are no outstanding convertible loan notes in issue.

The directors are confident in the ability of the Company to fund working capital requirements over the 12 month period from the date of approval of these financial statements, using its current balance of cash and cash equivalents. The forecasts demonstrate that in the event that development of the Sanankoro Gold Project:

●   is deferred, then: the Group has the ability to meet all ongoing working capital requirements and committed payments during the 12 month period from the date of approval of these financial statements; and the directors are confident in the ability of the Group to raise additional funding in subsequent periods from the issue of equity or the sale of assets as and when this is required.

●   continues, then: the Group will require additional funds during the going concern period in order to undertake all the planned discretionary exploration, evaluation and development activities; and the directors are confident in the ability of the Group to raise additional funding when required from the issue of equity or the sale of assets, and from secured debt finance in relation to the Sanankoro Gold Project.

Any delays in the timing and / or quantum of raising and / or securing additional funds can be accommodated by deferring discretionary exploration, evaluation and development expenditure.

The directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.5.   Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors (the 'Board' or the 'Board of Directors') that makes strategic decisions.

2.6.   Foreign currencies

(i)           Functional and presentational currency

Items included in the financial statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The financial statements are presented in United States dollar, rounded to the nearest thousand, which is the Company's and Group's functional and presentational currency.

(ii)          Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

2.7.   Investments

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified in the Company accounts. These investments are consolidated in the Group consolidated accounts.

2.8.   Intangible assets

The Group has adopted the provisions of IFRS 6 Exploration for and Evaluation of Mineral Resources.

The Group capitalises expenditure as project costs, categorised as intangible assets, when it determines that those costs will be successful in finding specific mineral resources. Expenditure included in the initial measurement of project costs and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production. Project costs are recorded and held at cost. An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise and carry forward project costs in relation to that area of interest. Accumulated capitalised project costs in relation to (i) an expired permit, (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to profit or loss in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased.

Exploration and evaluation costs are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

2.9.   Financial assets

Classification

The Group's financial assets consist of financial assets held at amortised cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets held at amortised cost

Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains / (losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

They are included in current assets, except for maturities greater than 12 months after the reporting date, which are classified as non-current assets. The Group's financial assets at amortised cost comprise trade and other current assets and cash and cash equivalents at the year-end.

Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

Financial assets are subsequently carried at amortised cost using the effective interest method.

Impairment of financial assets

The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables due within 12 months the Group applies the simplified approach permitted by IFRS 9 Financial Instruments. Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset's lifetime expected credit losses at each reporting date.

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

●  significant financial difficulty of the issuer or obligor;

●  a breach of contract, such as a default or delinquency in interest or principal repayments;

●  the Group, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

●  it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.

The Group first assesses whether objective evidence of impairment exists.

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced and the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

2.10. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and are subject to an insignificant risk of changes in value.

2.11. Convertible loan notes

The convertible loan notes, convertible into ordinary shares in the capital of the Company, issued during the year ended 31 December 2023 are not for a fixed number of ordinary shares and in the event that they are not converted then repayment is in cash. In accordance with IAS 32 Financial Instruments: Presentation the Company's convertible loan notes are classified as financial liability instruments and held at amortised cost in accordance with IFRS 9 Financial Instruments. Proceeds from the issue of convertible loan notes are recognised as debt until such time as they are converted either at the election of the holder or when certain preconditions are satisfied when they become recognised as equity. The finance costs of the premium due upon repayment of convertible loan notes are accrued over the term of the convertible loan notes and recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings.

2.12. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.13. Reserves

Retained (deficit) / earnings - the retained (deficit) / earnings reserve includes all current and prior periods retained profit and losses, and share based payments.

2.14. Financial liabilities at amortised cost

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities are initially measured at fair value. They are subsequently measured at amortised cost using the effective interest method.

Convertible loan notes are held at amortised cost in accordance with IFRS 9 Financial Instruments. The finance costs of the premium due upon repayment of convertible loan notes are accrued over the term of the convertible loan notes.

Financial liabilities are de-recognised when the Group's contractual obligations expire or are discharged or cancelled.

2.15. Provisions

The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs. All provisions are discounted to their present value.

2.16. Taxation

Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

2.17. Share based payments

Equity-settled share based payments with employees and others providing services are measured at the fair value of the equity instruments at the grant date.

Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and services, except where the fair value cannot be estimated reliably in which case they are valued at the fair value of the equity instrument granted.

Fair value is measured by use of an appropriate pricing model. The Company has adopted the Black-Scholes Model for this purpose.

The cost of share based payments is recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings.

3.       Financial risk management

3.1.   Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out by the management team under policies approved by the Board.

(i)           Market risk

The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.

(ii)          Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.

The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

(iii)         Liquidity risk

Cash flow and working capital forecasting is performed for all entities in the Group for regular reporting to the Board. The directors monitor these reports and forecasts to ensure the Group has sufficient cash to meet its operational needs.

3.2.   Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital.

The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.

4.       Judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these financial statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant items subject to such estimates and assumptions include, but are not limited to:

Intangible assets (see Note 10)

An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise and carry forward project costs in relation to that area of interest. Accumulated capitalised project costs in relation to (i) an expired permit, (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to the statement of income in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased.

Each exploration project is subject to review by a senior Group geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure. The directors have reviewed each project with reference to these criteria and have made adjustments for any impairment as necessary.

5.       Segmental analysis

The Group operates principally in the UK and West Africa, with operations managed on a project by project basis. Activities in the UK are administrative in nature whilst the activities in West Africa relate to exploration and evaluation.

An analysis of the Group's overhead costs, and reportable segment assets and liabilities is as follows:

6.       Expenses by nature

Employees' and directors' remuneration

The average monthly number of employees and directors was as follows:

Employees' and directors' remuneration comprised:

Auditor's remuneration

Expenditures relating to the Company's auditor, PKF Littlejohn LLP, in respect of both audit and non-audit services were as follows:

7.       Other income

8.       Income tax

The Company is tax resident in the British Virgin Islands, where corporate profits are taxed at 0%. The Group's subsidiaries in Mali are taxed at 30%. For the years ended 31 December 2023 and 2022 no current or deferred tax arose, and no deferred tax asset has been recognised due to the uncertainty of future taxable profits.

The tax on the Group's loss before tax differs from the theoretical amount that would arise as follows:

9.       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 31 December 2023 and 2022 the Company's issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 16).

10.    Intangible assets

Intangible assets relate to exploration and evaluation project costs capitalised as at 31 December 2023 and 2022, less impairment.

Additions to project costs during the years ended 31 December 2023 and 2022 were in the following geographical areas:

Impairment of project costs during the years ended 31 December 2023 and 2022 relate to the following terminated projects:

The Company's primary focus is on further developing the Sanankoro Gold Project in Mali and following a review of projects in 2023 the Board decided to terminate all projects in the Yanfolila Project Area (Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou permits. Those projects which were terminated in 2022 were considered by the Board to be no longer prospective.

Project costs capitalised as at 31 December 2023 and 2022 related to the following geographical areas:

On 28 November 2022 the Mali government announced the suspension of issuing permits. This moratorium continues to be in place. During the year ended 31 December 2023 the Bokoro II and Kodiou permits in the Sanankoro Project Area (Mali) expired. Once the government's moratorium on issuing permits is lifted the Company intends to submit new applications in respect of each of these permits. Intangible assets relating to exploration and evaluation project costs capitalised as at 31 December 2023 and 2022 in respect of the Bokoro II and Kodiou permits were as follows:

11.    Trade and other receivables

12.    Cash and cash equivalents

Cash and cash equivalents held as at 31 December 2023 and 2022 were in the following currencies:

External ratings of cash at bank and short-term deposits as at 31 December 2023 and 2022 were as follows:

13.    Trade and other payables

14.    Convertible loan notes

On 13 March 2023 the Company closed a subscription for:

●   80,660,559 ordinary shares in the capital of the Company at a price of US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26 (see Note 16); and

●   convertible loan notes ('CLN' or 'Convertible Loan Notes') convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 for a total of US$15,875,000

(together the 'Fundraising'). Certain directors of the Company participated in this Fundraising.

The Convertible Loan Note Instrument dated 28 February 2023 set out the terms of the CLN, which were principally as follows:

●   Maturity Date: 09 September 2023.

●   Coupon: 0%.

●   Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional:

●      on or prior to 11 June 2023, at the lower of (a) US$0.0596 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023);

●      after 11 June 2023, at the lower of (a) US$0.0542 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023).

●   Voluntary Conversion: At the election of the holder at any time after 11 June 2023, at US$0.0569 per ordinary share.

●   Repayment: Repayable on Maturity Date, if not converted, or earlier, at the option of the holder, in the case of a (i) a change of control of the Company or (ii) the merger or sale of the Company (including the sale of substantially all of the assets), at a 5% premium to the total amount outstanding under the CLN.

●   Other: CLN are issued fully paid in amount and are fully transferable.

In addition, holders of CLN issued on 13 March 2023 were granted proportionate participation in a Net Smelter Royalty ('NSR') of 1% in respect of all ores, minerals, metals and materials containing gold mined and sold or removed from the Sanankoro Gold Project, until 250,000 ozs of gold has been produced and sold from the Sanankoro Gold Project, provided that the Company may purchase and terminate the NSR, in full and not in part, at any time for a value of US$3 million.

Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes issued on 13 March 2023, the holders of CLN approved amendments to the Convertible Loan Note Instrument dated 28 February 2023. These amendments resulted in the following principal changes to the terms of the CLN:

●   Maturity Date: 12 March 2024.

●   Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional:

●      after 09 September 2023, at the lower of (a) US$0.0487 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company's Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023).

●   Voluntary Conversion: At the election of the holder at any time after 09 September 2023, at US$0.0487 per ordinary share.

●   Early Repayment: prior to 09 September 2023, holders of CLN may elect to request the early repayment of outstanding CLN which shall be redeemed by the Company for par value of the principal amount of the CLN plus 5% of the principal amount of the CLN.

The other terms of the CLN, including Coupon and Repayment, were unchanged.

Following the above amendments to the Convertible Loan Note Instrument dated 28 February 2023 certain holders of CLN requested the early repayment of outstanding CLN for a total principal amount of US$625,000 plus 5% premium. Accordingly, as at 31 December 2023, the Company had an unsecured obligation in relation to issued and outstanding CLN for a total of US$15,250,000. These CLN were issued on 13 March 2023 and have a maturity date of 12 March 2024. In the event that any Convertible Loan Notes are not converted on or prior to their maturity date then such Convertible Loan Notes are repayable at a 5% premium to the total amount outstanding under the CLN.

As at 31 December 2023 finance costs of US$612,000 have been accrued in respect of the 5% premium. In addition, during the year ended 31 December 2023 finance costs of US$31,250 were paid in respect of the 5% premium paid on early repayment of outstanding CLN for a total principal amount of US$625,000. Accordingly, total finance costs for the year ended 31 December 2023 were US$643,250.

15.    Financial instruments

16.    Share capital

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

As at 31 December 2021 the Company's issued and outstanding capital structure comprised:

●   289,557,159 ordinary shares;

●   share options over 1,225,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expiring on 18 December 2022;

●   share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;

●   share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; and

●   share options over 6,650,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026.

During the year ended 31 December 2022:

●   on 14 May 2022 share options over 100,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026 were cancelled; and

●   on 18 December 2022 share options over 1,225,000 ordinary shares in the capital of the Company exercisable at 16.5 pence (British pound sterling) per ordinary share expired.

As at 31 December 2022 the Company's issued and outstanding capital structure comprised:

●   289,557,159 ordinary shares;

●   share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expiring on 09 October 2023;

●   share options over 4,600,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; and

●   share options over 6,550,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026.

During the year ended 31 December 2023:

●   on 13 March 2023:

●      the Company closed a subscription for:

●      80,660,559 ordinary shares in the capital of the Company at a price of US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26; and

●      Convertible Loan Notes convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 for a total of US$15,875,000 (see Note 14)

(together the 'Fundraising'). Certain directors of the Company participated in this Fundraising; and

●      the Board granted and approved share options over 14,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028;

●   on 09 October 2023 share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expired; and

●   on 31 December 2023:

●      share options over 300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025 were cancelled;

●      share options over 1,500,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026 were cancelled; and

●      share options over 1,000,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028 were cancelled.

As at 31 December 2023 the Company's issued and outstanding capital structure comprised:

●   370,217,718 ordinary shares;

●   share options over 4,300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025;

●   share options over 5,050,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026; and

●   share options over 13,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028.

In addition, the Company had an unsecured obligation in relation to issued and outstanding Convertible Loan Notes for a total of US$15,250,000 (see Note 14).

Movements in capital during the years ended 31 December 2023 and 2022 were as follows:

The fair value of share options has been calculated using the Black-Scholes Model, the inputs into which were as follows:

●   for share options granted on 09 October 2019:

●      strike price 8.5 pence (British pound sterling);

●      share price 7.47 pence (British pound sterling);

●      volatility 34.7%;

●      expiring on 09 October 2023;

●      risk free rate 0.6%; and

●      dividend yield 0%;

●   for share options granted on 12 October 2020:

●      strike price 10 pence (British pound sterling);

●      share price 10.5 pence (British pound sterling);

●      volatility 25.9%;

●      expiring on 12 October 2025;

●      risk free rate 0.6%; and

●      dividend yield 0%;

●   for share options granted on 08 December 2021:

●      strike price 10.5 pence (British pound sterling);

●      share price 9.6 pence (British pound sterling);

●      volatility 22.2%;

●      expiring on 08 December 2026;

●      risk free rate 0.6%; and

●      dividend yield 0%;

●   for share options granted on 13 March 2023:

●      strike price 4 pence (British pound sterling);

●      share price 3.85 pence (British pound sterling);

●      volatility 7.3%;

●      expiring on 13 March 2028;

●      risk free rate 3.5%; and

●      dividend yield 0%.

The cost of share based payments relating to share options has been recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings for the years ended 31 December 2023 and 2022 as follows:

17.    Ultimate controlling party

The Company does not have an ultimate controlling party.

As at 31 December 2023 the Company's largest shareholder was Brookstone Business Inc ('Brookstone') which held 103,329,906 ordinary shares, being 27.91% of the total number of ordinary shares issued and outstanding. 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 (Non-Executive Director of the Company), is a potential beneficiary of The Nodo Trust.

Brookstone, Key Ventures Holding Ltd ('KVH') and Paul Quirk (Non-Executive Director of the Company) (collectively the 'Investors'; as at 31 December 2023 their aggregated shareholdings being 31.60% of the total number of ordinary shares issued and outstanding) 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. KVH 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 (Non-Executive Director of the Company) is a potential beneficiary.

18.    Contingent liabilities

A number of the Company's project areas have potential net smelter return royalty obligations, together with options for the Company to buy out the royalty. At the current stage of development, it is not considered that the outcome of these contingent liabilities can be considered probable or reasonably estimable and hence no provision has been recognised in the financial statements.

19.    Capital commitments

There were no capital commitments as at 31 December 2023 and 2022.

20.    Related party transactions

During the year ended 31 December 2023:

●   on 09 February 2023 the Company 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 Sanankoro Gold Project (the 'Project Financing'). This Term Sheet replaces the previous one entered into with Lionhead on 07 September 2021. Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead;

●   on 13 March 2023 the Company closed a subscription for:

●      80,660,559 ordinary shares in the capital of the Company at a price of US$0.0487 per ordinary share for total gross proceeds of US$3,928,169.26; and

●      Convertible Loan Notes convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 for a total of US$15,875,000

(together the 'Fundraising'). The Fundraising is part of the Project Financing arrangement with Lionhead. Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead. The following directors of the Company participated in the Fundraising:

●      Edward Bowie, Non-Executive Director of the Company & Chair of the Board of Directors, subscribed for 100,000 ordinary shares for total gross proceeds of US$4,870 plus CLN with a value of US$20,000;

●      Andrew Chubb, Non-Executive Director of the Company, subscribed for CLN with a value of US$20,000; and

●      Robert Monro, Chief Executive Officer & Director of the Company, subscribed for 206,000 ordinary shares for total gross proceeds of US$10,032.20 plus CLN with a value of US$30,000.

In accordance with the Term Sheet a total fee of US$567,502 was paid to Lionhead in relation to the Fundraising; and

●   on 20 October 2023 the Company entered into an engagement letter with H&P Advisory Limited ('H&P') to act as financial adviser to the Company. Andrew Chubb (Non-Executive Director of the Company) is a Partner and Head of Mining at natural resources focused investment bank Hannam & Partners, a trading name of H&P. During the year ended 31 December 2023, in accordance with the engagement letter, no fees were paid to H&P.

There were no reportable related party transactions during the year ended 31 December 2022.

21.    Events after the reporting date

In February 2024 the holders of outstanding Convertible Loan Notes approved further amendments to the Convertible Loan Note Instrument dated 28 February 2023 as amended in September 2023, including a change in the Voluntary Conversion Price to US$0.0278 per ordinary share. Subsequently certain holders of outstanding Convertible Loan Notes issued on 13 March 2023 converted an aggregate amount of US$2,278,500 of CLN for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278 per ordinary share (the 'Conversion'). The Conversion was completed on 12 March 2024. The following directors of the Company participated in the Conversion:

●   Edward Bowie, Non-Executive Director of the Company & Chair of the Board of Directors, converted US$3,000 of CLN for 107,913 ordinary shares;

●   Andrew Chubb, Non-Executive Director of the Company, converted US$3,000 of CLN for 107,913 ordinary shares; and

●   Robert Monro, Chief Executive Officer & Director of the Company, converted US$4,500 of CLN for 161,870 ordinary shares.

On 12 March 2024 issued and outstanding Convertible Loan Notes for a total of US$12,971,500 matured. The Company repaid the principal amount of the outstanding Convertible Loan Notes totalling US$12,971,500 plus the 5% premium.

As at the date of these consolidated financial statements:

●   the Company's issued and outstanding capital structure comprised:

●      452,178,145 ordinary shares;

●      share options over 4,300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025;

●      share options over 5,050,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026; and

●      share options over 13,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028;

●   Brookstone, the Company's largest shareholder, held 141,099,690 ordinary shares (being 31.20% of the total number of ordinary shares issued and outstanding); and

●     the aggregated shareholdings of the Investors (see Note 17) were 34.35% of the total number of ordinary shares issued and outstanding.