2023 ANNUAL REPORTWest African Gold Developer www.coragold.com Contents Company Information Strategic Report Chair’s Statement Operational Review Gold Permits Finance Review Risk Factors Directors’ Report Corporate Governance Report Remuneration Report Consolidated Financial Statements Independent Auditor’s Report to the Members of Cora Gold Limited Consolidated Statement of Financial Position Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Notice of 2024 Annual General Meeting and Explanatory Notes Page(s) 4 - 5 6 - 23 6 - 7 8 - 15 16 - 17 18 - 20 21 - 23 24 - 25 26 - 33 34 - 37 38 - 64 38 - 41 42 43 44 45 46 - 64 65 - 70 3 Cora | Annual Report | 2023 Company Information Company Name Cora Gold Limited Directors Edward Bowie Andrew Chubb Robert Monro David Pelham Paul Quirk Non-Executive Director (Independent) & Chair of the Board of Directors Non-Executive Director (Independent) Chief Executive Officer & Director Non-Executive Director (Independent) Non-Executive Director Company Secretary Craig Banfield Chief Financial Officer & Company Secretary Country of Incorporation British Virgin Islands Company Number 1701265 Registered Agent and Office Nominated Adviser and Broker Principal Legal Adviser Financial Public Relations Independent Auditor Registered Agent CO Services (BVI) Ltd Registered Office Rodus Building Road Reef Marina P.O. Box 3093 Road Town Tortola VG1110 British Virgin Islands Cavendish Capital Markets Limited One Bartholomew Close London EC1A 7BL United Kingdom Mildwaters Consulting LLP Walton House 25 Bilton Road Rugby CV22 7AG United Kingdom St Brides Partners Limited 4th Floor 22 Bishopsgate London EC2N 4BQ United Kingdom PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus London E14 4HD United Kingdom 4 Cora | Annual Report | 2023 Registrar and Depositary Registrar Computershare Investor Services (BVI) Limited Woodbourne Hall P.O. Box 3162 Road Town Tortola VG1110 British Virgin Islands Depositary Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Shareholder enquiries Website Email Telephone www.computershare.com/uk WebCorres@computershare.co.uk +44-(0)370-702-0000 Exchange Price Information Code (EPIC) CORA.L Financial Information Short Name (FISN) CORA GOLD LTD/SH SH International Securities Identification Number (ISIN) VGG2423W1077 CUSIP International Numbering System (CINS) G2423W107 Stock Exchange Daily Official List (SEDOL) BF012B2 Legal Entity Identifier (LEI) 213800TW2N9JJYCUDD71 Website X LinkedIn Contact and Enquiries www.coragold.com @cora_gold www.linkedin.com/company/cora-gold/ General Investors Careers/Jobs Financial Public Relations info@coragold.com investors@coragold.com jobs@coragold.com pr@coragold.com 5 Cora | Annual Report | 2023 Strategic Report – Chair’s Statement For the year ended 31 December 2023 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. 6 Cora | Annual Report | 2023 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 7 Cora | Annual Report | 2023 Strategic Report – Operational Review For the year ended 31 December 2023 Overview Cora Gold Limited (‘Cora’ or ‘the Company’) 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 to: • • prove a resource compliant with an internationally recognised standard accepted in the AIM Rules for Companies; and conduct exploration on its portfolio of mineral properties; establish economics on such a resource for future development and eventual mining. • Cora operates on a number of gold permits, the details of which are set out in the ‘Strategic Report - Gold Permits’ section of this Annual Report. The permits are grouped into two distinct project areas: • Sanankoro Project Area, within the Yanfolila Gold Belt, south Mali. The five permits in the Sanankoro Project Area are Bokoro II (expired in 2023; for further details see below), Bokoro Est (area 100 sq km), Dako II (area 44.66 sq km), Kodiou (expired in 2023; for further details see below) and Sanankoro II (area 84.11 sq km). Together these contiguous permits comprise Cora’s flagship Sanankoro Gold Project (‘Sanankoro’, ‘Sanankoro Gold Project’ or the ‘Project’); and • Kenieba Project Area (formerly known as the Diangounté Project Area), within the Kenieba Window, west Mali / east Senegal. The one permit in the Kenieba Project Area is Madina Foulbé in east Senegal (permit awarded covering an area of 260 sq km; area subsequently reducing by 25% on each of two interim renewals in accordance with the regulations). Permits in the Sanankoro Project Area (Yanfolila Gold Belt, south Mali) and the Kenieba Project Area (Kenieba Window, west Mali / east Senegal) Cora’s highly experienced and successful management team has a proven track record in making gold discoveries which have been developed into operating mines. Cora is advancing a portfolio of gold projects, including the Sanankoro Gold Project. Results from an initial Scoping Study published in 2020 demonstrated that Sanankoro has the potential to be a highly profitable oxide mine. During 8 Cora | Annual Report | 2023 2022 Cora’s focus at Sanankoro was on an updated Mineral Resource Estimate (‘MRE’) and completion of a Definitive Feasibility Study (‘DFS’). The Company’s objective is to move into production as quickly as possible. During the year ended 31 December 2023: • as Cora focuses on transitioning its Sanankoro Gold Project into a producing mine, a number of key management personnel were appointed and the construction tender process commenced; • • • • 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; the Bokoro II (area 63.1 sq km) and Kodiou (area 50 sq km) permits in the Sanankoro Project Area expired, being during the period of the Mali government’s moratorium on issuing permits (announced on 28 November 2022 and continues to be in place). Cora intends to submit new applications in respect of each of these permits once the moratorium on issuing permits is lifted; given the Company’s primary focus is on further developing Sanankoro and following a review of projects, the board of directors decided to terminate all projects in the Yanfolila Project Area (within the Yanfolila Gold Belt, south Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou permits, and this contributed to the impairment charge of US$1,777k for the year ended 31 December 2023; and a new Mining Code was promulgated in Mali. Sanankoro Gold Project (Sanankoro Project Area, south Mali) Locations of deposits and discoveries at the Sanankoro Gold Project in the Sanankoro Project Area (Yanfolila Gold Belt, south Mali) 9 Cora | Annual Report | 2023 Strategic Report – Operational Review continued For the year ended 31 December 2023 Mineral Resource Estimate 2022 Following a drill programme focused on converting previous MRE ounces (‘oz’) from Inferred to Indicated, in July 2022 an updated pit constrained JORC-compliant MRE was announced for a total of 24.9 Mt at 1.15 g/t Au for 920 koz, comprising Indicated 16.1 Mt at 1.27 g/t Au for 657 koz plus Inferred 8.7 Mt at 0.94 g/t Au for 263 koz (see table below). Mineral resource classification Indicated Inferred Total Ore type Oxide Transitional Fresh All zones Oxide Transitional Fresh All zones All zones Tonnes (‘000s) 12,908 3,180 50 16,138 6,761 1,654 316 8,732 24,870 Grade (g/t Au) 1.23 1.41 1.92 1.27 0.78 1.45 1.55 0.94 1.15 Au (koz) 509 144 3 657 171 77 16 263 920 Based on a gold price of US$1,900/oz; Cut-off grade 0.4 g/t Au. Competent Person for the MRE: Anton Geldenhuys (MEng, Pr.Sci.Nat., FGSSA), an independent consultant with CSA Global (UK) Limited. Maiden Probable Reserves 2022 As part of the DFS for Sanankoro, in November 2022 the Company announced JORC-compliant Maiden Probable Reserves of 10.1 Mt at 1.30 g/t Au for 422 koz for the Selin, Zone A and Zone B deposits (see table below). Deposit Selin Zone A Zone B Total Ore Total Waste Strip ratio (waste : ore) Based on a gold price of US$1,650/oz. Ore type Oxide Transitional All zones Oxide Transitional All zones Oxide Transitional All zones All zones Grade (g/t Au) Contained Au (koz) 1.27 2.38 1.41 1.32 - 1.32 1.13 1.54 1.13 1.30 154.2 39.8 194.0 116.8 - 116.8 111.0 0.4 111.5 422.2 Tonnes (‘000s) 3,767 519 4,287 2,752 - 2,752 3,048 8 3,056 10,094 46,564 4.61 Competent Person for the Maiden Probable Reserves: Frikkie Fourie (BEng, Pr. Eng, MSAIMM), an independent consultant for Moletech SA (Pty) Ltd. 10 Cora | Annual Report | 2023 Definitive Feasibility Study and Optimised Project Economics 2022 Cora’s Management undertook a review of various DFS work streams as they were nearing completion and in conjunction with peer reviews by independent consultants identified a number of optimisations to enhance the Project’s economics. The optimisations were focused on capital expenditure savings with independent engineering firms providing lower pricing for both the tailings storage facility (‘TSF’) and project management (engineering, procurement and construction management (‘EPCM’)) contracts. Additionally, the Company has incorporated the benefit of pricing a second-hand smaller mill offering both capital and operating cost savings. The review of the TSF design and capital cost was carried out by Mario Boissé of independent consultancy MRP801. Mr Boissé has relevant recent experience in West Africa. The re-quote of the EPCM was provided by a well-established West African company which also has significant relevant experience of constructing gold mines in West Africa. Highlights from the Optimised Project Economics and completion of the DFS are as follows: • 1.2 year payback period 6.8 years Reserve mine life 52.3% internal rate of return (‘IRR’) Optimised Project Economics (post tax, based on a gold price of US$1,750/oz) and Maiden Probable Reserve of 422 koz at 1.30 g/t Au: • • • • • • • US$90m pre-production capital, including US$32m machinery & equipment (including ball mill; 1.5 Mtpa throughput plant), US$12m TSF, US$9m civil & earth works, US$9m mining pre-production & US$6m contingencies US$71.8m free cash flow (‘FCF’) in year 1; US$234m FCF over life of mine (‘LOM’) >84,000 oz production in year 1; 56,000 oz annual average production over LOM US$997/oz all-in sustaining cost (‘AISC’) • • • • The optimisations to the DFS were focused on capital expenditure savings which have delivered improved Project economics. Solar hybrid power option incorporated into the plant design, delivering savings in both operating costs and carbon emissions. Further infill drilling should, in time, enable the conversion of MRE Inferred Resources into Indicated with a view to them then being added to the inventory of Reserves for the mine schedule. Significant potential upside from an exploration target 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. 11 Cora | Annual Report | 2023 Strategic Report – Operational Review continued For the year ended 31 December 2023 Sanankoro Gold Project - Definitive Feasibility Study site layout 12 Cora | Annual Report | 2023 The mining of Selin, Zone A and Zone B is well-suited to typical open pit methods using a backhoe configured excavator and truck fleet which will be operated by a mining contractor. Considering the highly weathered nature of the orebody, both the oxide and transitional material are viewed as ‘free-dig’ with no need for drill and blast activities. Open pit operations will be undertaken using 5 metre benches which will be stacked to 10 metres at final limits. It is the intention that topsoil (initial 30cm) be stripped initially over the area of both the open pit and waste rock dumps and stockpiled in a suitable allocated area proximal to each of the pits. Clearing and grubbing costs have been provisioned. Waste material will be dumped onto designated waste dumps. Dumping will take place in 10 metre layers; to a general maximum of 50 metres in height. The location of waste dumps has considered a US$2,000/oz pit shell and the presence of mineralised zones proximal to the pits. Run of mine material destined for the processing plant will be sent straight to the stockpile area. Stockpiling and blending may be necessary to optimise the head grade with feed constraints on transitional material. Sufficient space will be provided for several separate stockpiles. All process feed will be re- handled by a wheel loader from the stockpile straight into the crusher. The proposed process plant design is based on a well-known and established gravity / carbon-in-leach (‘CIL’) technology, which consists of crushing, milling, and gravity recovery of free gold, followed by leaching / adsorption of gravity tailings, elution, gold smelting, and tailings disposal with a detoxification cyanide plant. The process plant will include reagent mixing, storage and distribution, and water and air services. A water treatment plant is included to manage any potential water discharge. The plant will treat 1.5 Mtpa of oxide ore or 1.2 Mtpa of transitional ore if treated independently. The process plant design incorporates the following unit process operations: • • Milling - product from crushing will be milled in a single-stage ball mill in closed circuit with hydrocyclones to produce a P80 grind size of 150 µm for the oxide ore and a P80 grind size of 75 µm for the transitional ore; Crushing - to produce feed for the ball mill from either oxide or transitional ore; • • • • • Gravity Concentration - recovery of coarse gold from the milling circuit recirculating load and treatment of gravity concentrates by intensive cyanidation and electrowinning to recover gold to doré; Leach / CIL circuit - for gold dissolution and adsorption onto carbon incorporating six CIL tanks; Loaded Carbon Desorption - elution circuit, electrowinning, and gold smelting to recover gold from the loaded carbon to produce doré; Detoxification - an INCO air / SO2 cyanide detoxification facility for the CIL tails slurry, which will be used only when required as test work has shown that the weak acid dissociable cyanide levels in the leached tails are less than 50 ppm; Tailings Storage Facility - tailings pumping to the TSF. 13 Cora | Annual Report | 2023 Strategic Report – Operational Review continued For the year ended 31 December 2023 Sanankoro Gold Project - Definitive Feasibility Study process flow sheet Future Potential Beyond the results of the Optimised Project Economics 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 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. Permitting On 14 October 2022 an Environmental Permit was awarded in relation to mine development at the Sanankoro Gold Project. This followed the completion and submission of an Environmental and Social Impact Assessment (‘ESIA’) on Sanankoro in July 2022, with all environmental work having been completed in alignment with the International Finance Corporation Performance Standards. The Environmental Permit states that mining operations must commence within 3 years of 14 October 2022, otherwise a new ESIA will be required to be completed and submitted for a new environmental permit. 14 Cora | Annual Report | 2023 Following the award of the Environmental Permit and completion of the DFS Cora’s next step will be to submit an application for a mining permit over Sanankoro. On 28 November 2022 the Mali government announced the suspension of issuing permits - this moratorium continues to be in place. Cora’s work is continuing with regards to being able to submit an application for a mining permit - this includes permit re-sizing, which involves the relinquishment of parts of each of the contiguous exploration permits known as Bokoro II (63.1 sq km; expired in 2023 (new application to be submitted upon lifting of the moratorium)), Kodiou (50 sq km; expired in 2023 (new application to be submitted upon lifting of the moratorium)) and Sanankoro II (84.11 sq km) so as to define an area of 100 sq km for a mining permit. On 29 August 2023 a new Mining Code and Local Content (for the Mining Sector) Code were formally promulgated. 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. Madina Foulbé (Kenieba Project Area, west Mali / east Senegal) Kenieba Project Area (Kenieba Window, west Mali / east Senegal) Results from reverse circulation drilling at Madina Foulbé in Senegal in 2020 included 47 metres at 0.63 g/t Au (including 1 metre at 16.4 g/t Au) and 36 metres at 0.53 g/t Au (including 3 metres at 3.78 g/t Au), supporting results from previous shallow rotary air blast drilling where grades of up to 41.2 g/t Au over 3 metres were locally intersected. During 2023 the mid-term renewal of the Madina Foulbé permit was ongoing and as such only limited work was carried out on the permit. In Q2 2024 a 2,000 metre reconnaissance drill programme commenced at Madina Foulbé. 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. 15 Cora | Annual Report | 2023 Strategic Report – Gold Permits For the year ended 31 December 2023 Sanankoro Project Area in the Yanfolila Gold Belt, south Mali Cora’s primary focus is on further developing its flagship Sanankoro Gold Project in the Sanankoro Project Area (south Mali), comprising five continuous permits as set out in the table below. Area sq km 100 44.66 Permit name (type) Bokoro II (exploration) Bokoro Est (exploration) Dako II (exploration) Kodiou (exploration) Date awarded Expiry * Note A 18 September 2019 September 2028 31 December 2018 December 2027 Note B Maximum interest (pre-dilution by State) Comments (also see Note C) 95-100% ^ 95-100% ^ 100% Earning up to 100% through payment of staged fees to joint venture partner totalling US$55,000 Subject to third party 1% NSR royalty Subject to third party 1% NSR royalty Subject to third party 1.5% NSR royalty with right to buyout for US$500,000 Subject to third party 1% NSR royalty with right to buyout for US$600,000 Sanankoro II (exploration) 84.11 02 March 2021 March 2030 95-100% ^ Subject to third party 1% NSR royalty * ^ NSR Note A Note B Note C Based on interim renewals being duly completed in accordance with the regulations. In the event of mine development: • a third party will be entitled to a 5% beneficial interest in the first related mine operating entity, but not in respect of any subsequent mine development within the area of the Bokoro II, Bokoro Est and Sanankoro II permits; and • Cora has a right to buyout the third party’s 5% beneficial interest in the mine operating entity and / or the third party’s 5% interest held in the Group entity Sankarani Ressources SARL for US$1 million. Net Smelter Return. Area 63.1 sq km; expired in August 2023, being during the period of the Mali government’s moratorium on issuing permits (which was announced on 28 November 2022 and continues to be in place); new application to be submitted once the moratorium on issuing permits is lifted. Area 50 sq km; expired in May 2023, being during the period of the Mali government’s moratorium on issuing permits (which was announced on 28 November 2022 and continues to be in place); new application to be submitted once the moratorium on issuing permits is lifted. In addition to the tabulated third party NSR royalties and following the closing of a fundraising on 13 March 2023 the Sanankoro Gold Project is subject to a 1% NSR royalty to holders of certain Convertible Loan Notes until 250,000 ozs of gold has been produced and sold, with Cora having a right to buyout for US$3 million. Once the government’s moratorium on issuing permits (announced on 28 November 2022) is lifted Cora intends to submit an application for a mining permit in relation to mine development at the Sanankoro Gold Project. The proposed area of the mining permit will cover 100 sq km, comprising parts of the area of each of the Bokoro II, Kodiou and Sanankoro II exploration permits (the ‘Sanankoro Mining Permit Area’). As a result of the re-drawing of the various permit boundaries the proposed Sanankoro Mining Permit Area will be subject to the following royalty arrangements: • such part of the Sanankoro Mining Permit Area as was covered by the areas of the former Bokoro II and Sanankoro II exploration permits will be subject to a third party 1% NSR royalty (as per the table above); • • such part of the Sanankoro Mining Permit Area as was covered by the area of the former Kodiou exploration permit will be subject to a third party 1% NSR royalty, with Cora having a right to buyout for US$600,000 (as per the table above); and the Sanankoro Mining Permit Area will be subject to a 1% NSR royalty to holders of certain Convertible Loan Notes until 250,000 ozs of gold has been produced and sold, with Cora having a right to buyout for US$3 million. On 14 October 2022, following the completion and submission of an Environmental and Social Impact Assessment (‘ESIA’), an Environmental Permit was awarded in relation to mine development at the Sanankoro Gold Project. The Environmental Permit states that mining operations must commence within 3 years of 14 October 2022, otherwise a new ESIA will be required to be completed and submitted for a new environmental permit. 16 Cora | Annual Report | 2023 Kenieba Project Area in the Kenieba Window, west Mali / east Senegal Permit name (type) Madina Foulbé, Senegal (exploration) Area sq km Note D Date awarded Expiry * Maximum interest (pre-dilution by State) Comments Subject to third party 2% NSR royalty with right to buyout for US$2-2.5 million depending upon gold price 15 January 2018 January 2028 Earning up to 75% through to completion of a scoping study; joint venture partner must then decide whether to participate in future expenditures on a pro rata basis - if not then Cora will have earned 100% interest * NSR Based on interim renewals being duly completed in accordance with the regulations. Net Smelter Return. Note D Area awarded 260 sq km; area subsequently reducing by 25% on each of two interim renewals in accordance with the regulations. 17 Cora | Annual Report | 2023 Strategic Report – Finance Review For the year ended 31 December 2023 Results of operations For the year ended 31 December 2023 Cora Gold Limited (‘Cora’ or ‘the Company’) and its subsidiaries (together the ‘Group’) reported a loss for the year of US$2,954k (2022: loss US$2,514k). Excluding finance costs of US$643k (2022: US$nil), impairment charges of US$1,777k (2022: US$1,012k), share based payment charges of US$85k (2022: US$111k), foreign exchange losses of US$16k (2022: loss US$430k) and interest income of US$675k (2022: US$nil), the adjusted loss for the year was US$1,108k (2022: loss US$961k). In May 2024, in connection with the preparation of the financial statements for the year ended 31 December 2023, the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) undertook an impairment review of the carrying value of the Group’s intangible assets. This has resulted in an impairment charge in the year to 31 December 2023 of US$1,777k (2022: US$1,012k). The impairment charges are outlined in Note 10 to the consolidated financial statements and related to projects which were terminated. It was disclosed in the notes to the financial statements for the year ended 31 December 2022 that following a review of projects in 2023 the Board decided to terminate all projects in the Yanfolila Project Area (south Mali), being Farani, Farassaba III, Siékorolé and Tékélédougou permits, resulting in an impairment adjustment, subsequent to 31 December 2022, in respect of the exploration and evaluation project costs capitalised to the projects in the Yanfolila Project Area. During the year ended 31 December 2023 the Group invested US$1,786k (2022: US$3,264k) in project costs on its various permits and the carrying value of the Group’s capitalised project costs, net of the impairment charge of US$1,777k (2022: US$1,012k) relating to the permits, increased from US$23,826k as at 31 December 2022 to US$23,835k as at 31 December 2023. Cash and cash equivalents as at 31 December 2023 were US$16,851k, being an increase of US$16,390k from the previous year’s level of US$461k. Total net assets of the Group as at 31 December 2023 were US$24,655k (2022: US$24,185k). Financing During the year ended 31 December 2023 the Group successfully completed the following fundraising: • on 13 March 2023 the Company closed a subscription for aggregate gross proceeds of US$19,803k, comprising: • 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$3,928k; and • convertible loan notes (‘CLN’ or ‘Convertible Loan Notes’) for a total of US$15,875k, being convertible into ordinary shares in accordance with the Convertible Loan Note Instrument dated 28 February 2023. 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. Maturity Date: 12 March 2024. Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes issued on 13 March 2023 for a total of US$15,875k, 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: • • 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. 18 Cora | Annual Report | 2023 • 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 (0%) and 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), 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$625k 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$15,250k. In February 2024 a further amendment to the Convertible Loan Note Instrument dated 28 February 2023, as amended in September 2023, resulted in Voluntary Conversion being at US$0.0278 per ordinary share. Certain holders of CLN subsequently submitted voluntary conversion notices to the Company to convert an aggregate amount of US$2,279k of CLN for 81,960,427 ordinary shares at US$0.0278 per ordinary share. Accordingly, immediately post-conversion the Company had an unsecured obligation in relation to issued and outstanding CLN for a total of US$12,971k. These CLN had been issued on 13 March 2023 and finally matured on 12 March 2024 when they were repaid at a 5% premium to the total amount outstanding under the CLN. The funds raised and held by the Group will be used to continue developing the Sanankoro Gold Project, exploration work on the Group’s projects and for general corporate purposes. Going concern and funding The Group has not earned revenue during the year to 31 December 2023 as it is still in the exploration and development phase of its business. The operations of the Group are currently being financed from funds which the Company has raised from the issue of new shares. As at 31 December 2023 the Group held cash and cash equivalents totalling US$16,851k. The majority of the total balance of cash and cash equivalents held by the Group as at 31 December 2023 is denominated in United States dollar. As at 30 April 2024, being post the repayment of convertible loan notes that matured on 12 March 2024 for a principal amount of US$12,971k plus a 5% repayment premium thereon, the Group held cash and cash equivalents totalling US$2,534k. The majority of the total balance of cash and cash equivalents held by the Group as at 30 April 2024 is denominated in United States dollar, being the currency of convertible loan notes that were converted into ordinary shares in February 2024 for aggregate gross proceeds of US$2,279k. As part of the Definitive Feasibility Study for the Sanankoro Gold Project (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. 19 Cora | Annual Report | 2023 Strategic Report – Finance Review continued For the year ended 31 December 2023 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. Utilising key performance indicators (‘KPIs’) At this early stage of its exploration and development activities, the Company does not consider KPIs to be a relevant performance metric. Financial risk management objectives and policies The Group’s principal financial instruments comprise cash, trade and other receivables, and trade and other payables. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are liquidity risk, price risk and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the Group’s exploration and operating activities. Management prepares and monitors forecasts of the Group’s cash flows and cash balances monthly and ensures that the Group maintains sufficient liquid funds to meet its expected future liabilities. The Group intends to raise funds in discrete tranches to provide sufficient cash resources to manage the activities through to revenue generation. Price risk The Group is exposed to fluctuating prices of commodities, including gold, and the existence and quality of these commodities within the permit and project areas. The directors will continue to review the prices of relevant commodities as development of the projects continues and will consider how this risk can be mitigated closer to the commencement of mining. Foreign exchange risk The Group operates in a number of overseas jurisdictions and carries out transactions in a number of currencies including British pound sterling (currency symbol: GBP or GBP£), CFA Franc (currency symbol: XOF), United States dollar (currency symbol: USD or US$) and Euro (currency symbol: EUR or EUR€). The Group does not have a policy of using hedging instruments but will continue to keep this under review. The Group operates foreign currency bank accounts to help mitigate the foreign currency risk. 20 Cora | Annual Report | 2023 Strategic Report – Risk Factors For the year ended 31 December 2023 The business and operations of the Group are subject to a number of risk factors which may be subdivided into the following categories: Mineral exploration is speculative and uncertain Exploration and development risks, including but not limited to: • • • • Verification of historical geochemical results Disparate location of assets Mining is inherently dangerous and subject to conditions or events beyond the Group’s control, which could have a material adverse effect on the Group’s business The volume and grade of the ore recovered may not conform to current expectations • Permitting and title risks, including but not limited to: • • Licences and permits The Group will be subject to a variety of risks associated with current and any potential future joint ventures, which could result in a material adverse effect on its future growth, results of operations and financial position Political stability Political and security risks, including but not limited to: • • • • British Virgin Islands company law risks Enforcement of foreign judgements Potential legal proceedings or disputes may have a material adverse effect on the Group’s financial performance, cash flow and results of operations Foreign exchange effects Financial risks, including but not limited to: • • • Valuation of intangible assets The Group may not be able to obtain additional external financing on commercially acceptable terms or at all to fund the development of its portfolio or for other activities • • The Group will be subject to taxation in several different jurisdictions, and adverse changes to the taxation laws of such jurisdictions could have a material adverse effect on its profitability The Group’s insurance may not cover all potential losses, liabilities and damage related to its business and certain risks are uninsured and uninsurable The price of gold and key consumables may affect the economic viability of ultimate production The revenues and financial performance is dependent on the price of gold Commodity prices and input costs, including but not limited to: • • Operational risks, including but not limited to: • • • • • Availability of local facilities Adverse seasonal weather Time and cost involved in establishing a resource estimate Artisanal mining The Group’s operational performance will depend on key management and qualified operating personnel which the Group may not be able to attract and retain in the future • The Group’s directors may have interests that conflict with its interests 21 Cora | Annual Report | 2023 Strategic Report – Risk Factors continued For the year ended 31 December 2023 • Controlling Shareholders may act to undermine the independence of the board of directors and / or use their position to exert undue control over the Company’s minority shareholders The Group’s comments and mitigating actions against the above risk categories are as follows: Exploration and development risks There can be no assurance that the Group’s exploration and potential future development activities will be successful. Within the industry sector statistically very few properties that are explored are ultimately developed into profitable producing mines. The Group undertakes regular reviews of its projects, expenditures and exploration activities in order to: • maintain focus on its most prospective opportunities; and • bring projects to an end when they are considered to be no longer prospective, no longer viable, or no longer compatible with the Group’s strategy, thus maximising the use of the Group’s resources. Permitting and title risks The Group complies with existing laws and regulations and ensures that regulatory reporting and compliance in respect of each permit is achieved. Applications for the award of a permit may be unsuccessful. Applications for the renewal or extension of any permit may not result in the renewal or extension taking effect prior to the expiry of the previous permit. There can be no assurance as to the nature of the terms of any award, renewal or extension of any permit. The Group regularly monitors the good standing of its permits. the suspension of the allocation of titles in the mining sector; and On 28 November 2022 the Mali government announced: • • To date the Mali government has made no further announcement regarding the lifting of the moratorium. During the period of the moratorium no applications for permits are being received or processed by the government. that a further announcement will be made when this moratorium is lifted. Political and security risks The Group maintains an active focus on all regulatory developments applicable to the Group, in particular in relation to the local mining codes. In recent years the political and security situation in Mali has been particularly volatile. A military coup which took place in August 2020 was quickly followed by the resignation of President Keïta and dissolution of the national assembly. Subsequently an interim president, President Ndaw, and a transitional government were appointed, and as a result previous international sanctions against Mali were lifted. Following a coup d’état in May 2021 Colonel Assimi Goïta took power from Ndaw and was constitutionally declared interim president of Mali. The country is currently engaged in political recovery and stabilisation. In early 2022 the postponement of presidential elections scheduled for February 2022 led to the Economic Community Of West African States (’ECOWAS’; a regional political and economic union of fifteen countries located in West Africa) imposing economic and financial sanctions on Mali. In July 2022 the ECOWAS sanctions were lifted when Mali’s transitional authorities proposed a 24-month timetable to democracy and published a new electoral law. In June 2023 a referendum approved a revised constitution and on 22 July 2023 the Constitutional Court certified the referendum results and declared the new constitution to be in force. On 29 August 2023 interim president Goïta signed into law a new Mining Code, the supporting texts to which are currently awaiting issue. In September 2023 the government of Mali announced the postponement of presidential elections scheduled for February 2024 due to technical reasons. Further updates on the postponement of presidential elections are awaited. In January 2024 Mali’s government announced its decision, along with Burkina Faso and Niger, to withdraw from ECOWAS. 22 Cora | Annual Report | 2023 Financial risks The board of directors of the Company regularly reviews expenditures on projects. This includes updating working capital models, reviewing actual costs against budgeted costs, and assessing potential impacts on future funding requirements and performance targets. Historically the Group has been successful in raising equity finance to fund its ongoing activities. Commodity prices and input costs As projects move towards development the Group will increasingly review changes in commodity prices and input costs so as to ensure projects remain both technically and economically viable. Recently there has been significant inflation across key consumables for all industrial and retail sectors. The mining sector has not been immune from these inflationary pressures. Operational risks Continual and careful planning, both long-term and short-term, at all stages of activity is vital so as to ensure that work programmes and costs remain both realistic and achievable. Signed on behalf of the board of directors Robert Monro Chief Executive Officer & Director 17 May 2024 23 Cora | Annual Report | 2023 Directors’ Report For the year ended 31 December 2023 The directors present their report on the affairs of Cora Gold Limited (‘Cora’ or ‘the Company’) and its subsidiaries (together the ‘Group’), together with the audited consolidated financial statements for the year ended 31 December 2023. Principal activity The principal activity of the Company and the Group is the exploration and development of mineral projects, with a primary focus on gold projects in West Africa. The Company is incorporated and domiciled in the British Virgin Islands. The Company’s shares are traded on the AIM market of the London Stock Exchange. Board and directors The board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) currently comprises five members (three of whom are deemed to be independent non-executive directors and one of whom is executive), and the directors who held office during the year and up to the date of this report are set out below: Edward Bowie Non-Executive Director (Independent) & Chair of the Board of Directors Andrew Chubb Non-Executive Director (Independent) Robert Monro Chief Executive Officer & Director David Pelham Non-Executive Director (Independent) Paul Quirk Non-Executive Director Cora’s Articles of Association provide that at every annual general meeting of the Company any director: (i) who has been appointed by the Board since the previous annual general meeting; or (ii) (iii) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting shall retire from office and may offer themselves for re-appointment by the shareholders. Messrs. Chubb (appointed a director on 07 October 2020), Pelham (appointed a director on 30 May 2017) and Quirk (appointed a director on 30 May 2017) were each re-elected directors of the Company at the 2023 Annual General Meeting. Resolutions to re-elect each of Messrs. Bowie (appointed a director on 01 July 2019) and Monro (appointed a director on 02 January 2020) as directors of the Company will be put before the 2024 Annual General Meeting. The biographical details of the directors and their interests in securities of the Company are set out in the ‘Corporate Governance Report’ section of this Annual Report on pages 28 to 29, which forms part of this report. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Company holds Board meetings at least four times each complete financial year and at other times as and when required. To enable the Board to discharge its duties all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings and all directors have access to the advice and service of the Company Secretary. Events after the reporting date Events after the reporting date are outlined in Note 21 to the consolidated financial statements. Results and dividends The results of the Group for the year ended 31 December 2023 are set out in the Consolidated Statement of Comprehensive Income. The directors do not recommend payment of a dividend for the year (2022: US$nil). Directors’ and officers’ liability insurance, and public offering of securities liability insurance The Company has directors’ and officers’ liability insurance to cover claims up to a maximum of GBP£5 million. 24 Cora | Annual Report | 2023 The Company has a public offering of securities liability insurance to cover claims up to a maximum of GBP£5 million. Statement as to disclosure of information to auditors The directors have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of the directors has confirmed that he has taken all the steps that he ought to have taken as a director, in order to make himself aware of any relevant audit information and to establish that it has been communicated to the auditor. Directors’ responsibilities statement The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. The directors are required by the AIM Rules for Companies of the London Stock Exchange to prepare Group financial statements in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union (‘EU’) and have elected under company law to prepare the Company financial statements in accordance with IFRS as adopted by the EU. The financial statements are required by law and IFRS as adopted by the EU to present fairly the financial position of the Group and the financial performance of the Group. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. select suitable accounting policies and then apply them consistently; In preparing the financial statements, the directors are required to: • • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRSs as adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and enable them to ensure that the financial statements comply with applicable laws and regulations. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in the British Virgin Islands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company’s website. Auditors and Annual General Meeting PKF Littlejohn LLP has expressed their willingness to continue in office as the Company’s auditor and a resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting. Approved by the board of directors and signed on behalf of the board of directors on 17 May 2024. Robert Monro Chief Executive Officer & Director 17 May 2024 25 Cora | Annual Report | 2023 Corporate Governance Report For the year ended 31 December 2023 The Quoted Companies Alliance Corporate Governance Code dated April 2018 (the ‘QCA Code 2018’) takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies. The QCA Code 2018 is constructed around ten broad principles and a set of disclosures. Cora Gold Limited’s (‘Cora’ or ‘the Company’) directors recognise the importance of sound corporate governance, and with effect from 28 September 2018 the Company has adopted the QCA Code 2018 and has applied the ten principles of the QCA Code 2018, except as specifically noted below. The Company’s compliance with the QCA Code 2018 is as described below which sets out the manner of compliance with the QCA Code 2018 or states that the manner of compliance is described in the information provided on the Company’s website at www.coragold.com. During 2023 the Quoted Companies Alliance undertook work to revise the QCA Code 2018 and in November 2023 launched the updated version (the ‘QCA Code 2023’). The QCA Code 2023 comes into effect for accounting periods commencing on or after 01 April 2024. In due course, the Company intends to adopt and apply the principles of the QCA Code 2023, and update its governance disclosures appropriately. Corporate Governance Statement As an independent non-executive director and chair (the ‘Chair’) of the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) it is my responsibility to ensure that the Company correctly implements and applies the ten principles of the QCA Code 2018 to support the Company in achieving its medium and long-term goals of identifying mineral resources through exploration for future development and eventual mining. The Board believes that it applies the ten principles of the QCA Code 2018 but recognises the need to continue to review and develop governance practises and structures, to ensure they are in line with the growth and strategic plan of the Company. The key governance related matter to have occurred during 2023 is a review of the Company’s compliance with the QCA Code 2018 which was adopted by the Company in 2018. The Principles of the QCA Code 2018 Principle 1: Establish a strategy and business plan which promote long-term value for shareholders Cora has established a strategy and business plan which promote long-term value for shareholders. The strategy and business plan provides as follows: • the principal activity of the Company and its subsidiaries (together the ‘Group’) is the exploration and development of mineral projects, with a primary focus on gold projects in West Africa. Currently the Group’s activities are 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); and • the strategy of the Company is to: conduct exploration on its portfolio of mineral properties; prove a resource compliant with an internationally recognised standard accepted in the AIM Rules for Companies; and establish economics on such resource for future development and eventual mining. Cora’s business plan and strategy demonstrates how the Company’s highly experienced and successful management team, which has a proven track record in making multi-million ounce gold discoveries that have been developed into operating mines, intends to deliver shareholder value in the medium to long-term. The business and operations of the Group are subject to a number of risk factors. These risk factors and the Group’s comments and mitigating actions against them are set out in the ‘Strategic Report - Risk Factors’ section of this Annual Report. The strategy and business plan demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future. Principle 2: Seek to understand and meet shareholder needs and expectations The Board seeks to understand and meet shareholder needs and expectations by discussing the overall development of the Company’s strategy regularly at meetings of the Board. This issue will be a standing point of business at each Board meeting. The Board will also seek to develop a good understanding of the needs and expectations of all elements 26 Cora | Annual Report | 2023 of the Company’s shareholder base by asking the Company’s registrar to keep the directors informed of the change in identity of any significant shareholders. The Board will work alongside its Nominated Adviser and other advisers to manage shareholders’ expectations in order to seek to understand the motivations behind shareholder voting decisions. The Board will take into account shareholder voting at any general meeting and any correspondence received by the Company from shareholders with respect to any matter relating to its business to further its understanding. Shareholders are encouraged to contact the Company - this can readily be done by email submission to info@coragold.com. Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success The Board understands that the Company’s long-term success relies upon good relations with a range of different stakeholder groups, both its internal workforce and its external suppliers, customers, regulators and others. drilling contractors; the directors of the Company; and shareholder and loan note holders; suppliers of goods and equipment; all members of the Company’s management team (in compliance, administrative and field-based roles). Cora has identified the following internal stakeholders: • • • Cora has identified the following external stakeholders: • • • • • • ministerial departments responsible for administering mineral exploration activities to take place; and • The Company will take into account wider stakeholder and social responsibilities, and their implications for long-term success. local governments (Mali and Senegal); securities regulators; local communities. assay laboratories; Given the business and operations of the Company, matters may arise that impact on society and the communities within which it operates or the environments which may have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term. In addition to integrating such matters into the Company’s strategy and business plan, the Company has adopted a Health and Safety, Community Relations and Environmental Impact Policy which governs its social responsibility plans - the principal elements of this policy incorporate: • • health and safety in the field environment (including supplies and camp conditions; infections / diseases; conflict evacuation; medical procedures and medical evacuation; vehicles; driving and passengers; travel; trenching; drilling; and mechanical equipment); health and safety responsibility; • • • community relations; environmental impact (planning; and minimising the impact of activities (including access; line cutting and soil sampling; trenching; drilling; field camps; and programme closure)); and reporting. Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation As described above, the Company’s business and operations are subject to certain risks. The Board receives monthly updates from management on operational, investor and public relations, finance and administrative matters. In addition the Company’s directors are encouraged to liaise and meet with management on a regular basis to discuss matters 27 Cora | Annual Report | 2023 Corporate Governance Report continued For the year ended 31 December 2023 of particular interest to each director. The Company’s management has implemented effective risk management, considering both opportunities and threats, throughout the organisation. The Board shall ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver its strategy. The Company has considered its extended business, from key suppliers to end-customers in identifying and addressing risk. The Board has developed a strategy to determine the extent of exposure to the identified risks that the Company is able to bear and willing to take. Principle 5: Maintain the board as a well-functioning, balanced team led by the chair As a Board the directors have collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Board. The Company holds Board meetings at least four times each complete financial year, and at other times as and when required. The Board currently comprises five directors (see below), three of whom are deemed to be independent non-executive directors for the purpose of corporate governance (being Andrew Chubb, David Pelham and myself (Edward Bowie)) and one of whom is executive (being Robert Monro). As at the date of this report the Board consists of the following members: Edward (‘Ed’) Bowie, Non-Executive Director (Independent) & Chair of the Board of Directors Ed has over 25 years’ experience within the wider natural resources industry. He started his career with SAMAX Gold in Tanzania before going on to work in equity research, corporate finance roles, and then serving as fund manager for Altus Capital Limited’s two mining funds. More recently he served as Head of Business Development at London- listed Amara Mining plc, managing the process that led to the company’s acquisition, and then Head of Business Development at Brazilian gold producer Serabi Gold plc. Ed is currently Chief Executive Officer and a director at Beowulf Mining plc (AIM:BEM; Spotlight:BEO). Ed is deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement. Andrew Chubb, Non-Executive Director (Independent) Andrew is a Partner and Head of Mining at natural resources focused investment bank Hannam & Partners. Previously Andrew was a Managing Director at Canaccord Genuity, where he worked for 8 years in the natural resources team. He has a broad range of international corporate finance, restructuring, capital markets, and mergers and acquisitions experience focusing on the metals, mining and natural resources sectors. Prior to joining Canaccord Genuity he spent 4 years with law firm Berwin Leighton Paisner. Andrew is also a non-executive director of Metals Exploration plc (AIM:MTL). Andrew is deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement. Robert (‘Bert’) Monro, Chief Executive Officer & Director Bert has significant experience in both the resource sector and the City. Most notably, he spent over 10 years at Hummingbird Resources plc (AIM:HUM), holding several roles including Operations Manager, Country Manager and Head of Business Development as the company transitioned from a private pre-resource explorer through to a listed gold miner with over 6 Mozs of gold resources in West Africa. Bert was a non-executive director of the Company from IPO in 2017 until July 2019. In January 2020 Bert was appointed Chief Executive Officer and Director of the Company. Bert is deemed non-independent for the purpose of corporate governance by virtue of being an executive officer of the Company. David Pelham, Non-Executive Director (Independent) David is a mineral geologist with over 40 years’ global exploration experience. He has overseen the discovery and early evaluation of the +6 Moz Chirano Gold Mine in Ghana, as well as the 4.2 Moz Dugbe Gold Project in Liberia. He has been 28 Cora | Annual Report | 2023 closely involved with a number of major discoveries of gold, copper-cobalt, coal, iron ore, chrome and uranium. These new discoveries add up to over 100 Moz of gold equivalent. David is also a non-executive director of Oriole Resources plc (AIM:ORR). David is deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement. Paul Quirk, Non-Executive Director Paul has had over 10 years’ operational experience in the Republic of Congo (Brazzaville), having worked as country manager for MPD Congo SA (Zanaga Iron Ore Company) which listed on AIM in 2010. He started his own logistics company in the Congo, Fortis Logistique Limited. Paul co-founded Lionhead Capital Advisors Proprietary Limited (‘Lionhead’), a principal investment firm that invests private capital into attractive long-term opportunities. Paul is the head of resources strategy and a director at Lionhead. Paul is deemed non-independent for the purpose of corporate governance by virtue of his shareholding in the Company. The Company’s Chief Financial Officer, Craig Banfield, is an executive officer of the Company. Mr Banfield also holds the position of Company Secretary. Cora upholds the values of independence in the composition of its Board and as such the directors are of the opinion that appointing Mr Banfield to the Board at this juncture, given the nature of the Company’s business and its relatively small Board size, could dilute the significance of such independence. As Company Secretary Mr Banfield is in attendance at Board meetings. As at 31 December 2023 the interests of the directors and their families (within the meaning set out in the AIM Rules for Companies) in the securities of the Company, all of which are beneficial, and the existence of which is known or could, with reasonable diligence, be ascertained by that director, were as follows: Edward Bowie Andrew Chubb Robert Monro David Pelham Paul Quirk Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Number of ordinary shares 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 625,510 539,526 350,000 300,000 300,000 250,000 800,000 750,000 2,234,896 1,500,000 2,500,000 5,000,000 – 13,674,689 a 300,000 800,000 250,000 250,000 750,000 750,000 a 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. As at the date of this report the interests of the directors and their families (within the meaning set out in the AIM Rules for Companies) in the securities of the Company, all of which are beneficial, and the existence of which is known or could, with reasonable diligence, be ascertained by that director, were as follows: Edward Bowie Andrew Chubb Robert Monro David Pelham Paul Quirk Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Number of ordinary shares 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 733,423 647,439 350,000 300,000 300,000 250,000 800,000 750,000 2,396,766 1,500,000 2,500,000 5,000,000 – 14,208,389 a 300,000 800,000 250,000 250,000 750,000 750,000 a 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. 29 Cora | Annual Report | 2023 Corporate Governance Report continued For the year ended 31 December 2023 As at 31 December 2023 the Company’s largest shareholder Brookstone Business Inc held 103,329,906 ordinary shares (being 27.91% of the total number of ordinary shares issued and outstanding). As at the date of this report the Company’s largest shareholder Brookstone Business Inc held 141,099,690 ordinary shares (being 31.20% of the total number of ordinary shares issued and outstanding). Brookstone Business Inc 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), is a potential beneficiary of The Nodo Trust. On 18 March 2020 Brookstone Business Inc, Key Ventures Holding Ltd and Paul Quirk (collectively the ‘Investors’) entered into a Relationship Agreement with the Company to regulate the relationship between the Investors and the Company on an arm’s length and normal commercial basis, including, but not limited to, the Company being managed in accordance with the principles of the QCA Code 2018, there being a majority of non-connected directors on the Board, the Board being comprised of at least one independent director, and the remuneration & nominations committee and the audit committee being chaired by an independent director. In the event that the Investors’ aggregated shareholdings become less than 30% (as at the date of this report 34.35%) then the Relationship Agreement shall terminate. The Company has established properly constituted AIM compliance & corporate governance, audit, and remuneration & nominations committees of the Board with formally delegated duties and responsibilities, summaries of which are set out below: AIM compliance & corporate governance committee The role of the AIM compliance & corporate governance committee is to ensure that the Company has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies and ensure appropriate wider corporate governance. The AIM compliance & corporate governance committee is responsible for making recommendations to the Board and proactively liaising with the Company’s Nominated Adviser on compliance with the AIM Rules for Companies and broader corporate governance issues. The AIM compliance & corporate governance committee also monitors the Company’s procedures to approve any share dealings by directors or employees in accordance with the Company’s share dealing code. The AIM compliance & corporate governance committee meets at least twice a year. During the year ended 31 December 2023 and as at the date of this report the members of the AIM compliance & corporate governance committee are Andrew Chubb (chair of the committee), Edward Bowie and David Pelham. Audit committee The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts, and the accounting and internal controls in use throughout the Group. The audit committee meets at least twice a year. During the year ended 31 December 2023 and as at the date of this report the members of the audit committee are Andrew Chubb (chair of the committee), Edward Bowie and David Pelham. Remuneration & nominations committee The remuneration & nominations committee is responsible for providing recommendations to the Board on matters including the composition of the Board and competencies of directors, the appointment of directors, the performance of the executive directors and senior management, and making recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of shares awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time-to-time. The remuneration & nominations committee meets at least twice a year. During the year ended 31 December 2023 and as at the date of this report the members of the remuneration & nominations committee are Edward Bowie (chair of the committee), Andrew Chubb and Paul Quirk. 30 Cora | Annual Report | 2023 Below is a table summarising the attendance record of each director at Board and committee meetings held during the year ended 31 December 2023: Number of meetings held: Record of attendance: Edward Bowie Andrew Chubb Robert Monro David Pelham Paul Quirk AIM Compliance & Corporate Governance 2 2 / 2 2 / 2 – 2 / 2 – Board 11 11 / 11 11 / 11 11 / 11 10 / 11 11 / 11 Committee Audit 2 2 / 2 2 / 2 – 2 / 2 – Remuneration & Nominations 2 2 / 2 2 / 2 – – 2 / 2 As Chair of the Board of Directors I believe I lead a well-functioning and balanced team on the Board. Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The biographical details of the directors are set out above. The biographies demonstrate that the Board has an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The directors understand the need for diversity, including gender balance, as part of its composition and will keep this under review. Currently the Board, comprising five persons, has three independent non-executive directors, being Andrew Chubb, David Pelham and myself. The Board is not dominated by one person or a group of people. Although certain members of the Board have worked together previously these personal bonds are utilised to improve the operation and management of the Company and the directors are cognisant of the need to ensure that such relationships do not divide the Board. The Board understands that as companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change. Following a review by the AIM compliance & corporate governance committee during 2023 it is considered that at this stage there is no need to seek additional experience, skills and capabilities on the Board. suitability of experience and input to the Board; Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The Board has adopted a policy to evaluate the Board’s performance based on clear and relevant objectives, seeking continuous improvement. The clear and relevant objectives that the Board has identified are as follows: • • • The Board will review on a regular basis the effectiveness of its performances as a unit, as well as that of its committees and the individual directors, based against the criteria set out above. interaction with management in relevant areas of expertise to ensure insightful input into the Company’s business. attendance at Board and committee meetings; and The Board performance review will be carried out internally from time-to-time, and at least annually. The review should identify development or mentoring needs of individual directors or the wider senior management team. As part of the performance review, the Board will consider whether the membership of the Board should be refreshed. The review will also identify any succession planning issues and put in place processes to provide for succession planning. 31 Cora | Annual Report | 2023 Corporate Governance Report continued For the year ended 31 December 2023 As regards notable work of the remuneration & nominations committee undertaken during 2023, in December 2023 the remuneration & nominations committee reviewed Board and senior management performance and noted that: • • senior management perform very well in terms of corporate administration and governance, and in delivering work programmes on tight budgets and with good results. both senior management and non-executive directors make material contributions; and Principle 8: Promote a corporate culture that is based on ethical values and behaviours The Board promotes a corporate culture that is based on ethical values and behaviours. The Board considers it an asset and source of competitive advantage to undertake its business and operations in an ethical manner. As such the Company has adopted a number of policies: • Code of Conduct: This includes matters such as: compliance with law; disclosure of information; accounting records and practises; fair dealing; conflicts of interest; corporate opportunities; use of company property; safety and environmental protection; fundamental rights; responsibility; where to seek clarification; and reporting breaches; • • • Anti-Corruption and Anti-Bribery Policy: The government of the United Kingdom (‘UK’) has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy; Share Dealing Code: The Company has adopted a share dealing code for dealings in securities of the Company by directors and certain employees which is appropriate for a company whose shares are traded on AIM. The share dealing code is based on the model code developed by the QCA and the Institute of Chartered Secretaries and Administrators. This constitutes the Company’s share dealing policy for the purpose of compliance with UK legislation including the Market Abuse Regulation and the relevant part of the AIM Rules for Companies. Furthermore, insider legislation set out in the UK Criminal Justice Act 1993, as well as the provisions relating the market abuse, apply to the Company and dealings in its ordinary shares; and Social Media Policy: The Board has adopted a social media policy which is designed to minimise the risks to the Company’s business arising from, and to assist directors and employees in making appropriate decisions about, the use of social media. In particular, the policy provides guidance that the disclosure on social media of commercially sensitive, price sensitive, private or confidential information relating to the Company is prohibited. The policy set by the Board is obvious in the actions and decisions of the chief executive officer and the rest of the management team. Our corporate values guide the objectives and strategy of the Company and drive the strategy and business plan adopted by the Board. The culture is visible in every aspect of the business, including recruitments, nominations, training and engagement. The Company’s performance and reward systems endorse the desired ethical behaviours across all levels of the Company. Principle 9: Maintain governance structures and processes that are fit for purpose and promote good decision-making by the board I believe the Company has adopted, and will maintain, governance structures and processes that are fit for purpose and support good decision-making by the Board. As noted above, the Company has AIM compliance & corporate governance, audit, and remuneration & nominations committees. The Board believes these committees provide for governance structures and processes in line with its corporate culture and appropriate to its size and complexity; and capacity, appetite and tolerance for risk. These governance structures may evolve over time in parallel with the Company’s objectives, strategy and business plan to reflect the development of the Company. Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Company maintains a website at www.coragold.com which provides information about the Company’s business plan and strategy, and provides updates on its operations and governance. In addition, the Company maintains a dialogue with shareholders and other relevant stakeholders by the issue of press releases as required by AIM. 32 Cora | Annual Report | 2023 The Company has adopted a communication and reporting structure which sets out the manner of open communication between the Board and all constituent parts of its shareholder base. From time-to-time the Company will participate in investor focused conferences and forums, and the Company will endeavour to make prior announcements of such engagements such that shareholders of the Company may wish to attend themselves and meet with those members of the Board and / or senior management who may be present. All members of the Board and senior management are encouraged to attend the Company’s Annual General Meeting when shareholders in attendance will be encouraged to ask questions of the Board and the Company’s senior management. This structure will assist: • • The ‘Remuneration Report’ section of this Annual Report sets out a number of matters including: the responsibilities and duties, and membership of the remuneration & nominations committee; remuneration of directors (both executive and non-executive) and senior management; policy on remuneration; pensions; and notable work of the remuneration & nominations committee undertaken during 2023. the shareholders’ understanding of the unique circumstances and constraints faced by the Company. the communication of shareholders’ views to the Board; and A separate ‘Audit Committee Report’ has not been included in this Annual Report on the grounds that there were no material matters arising either during 2023 or subsequently. Notable work undertaken during 2023 by other Board committees includes: • in May 2023 the audit committee met with the Company’s independent auditor in connection with the audit of the consolidated financial statements of Cora for the year ended 31 December 2022, and it was noted that there were no material matters arising; and • in December 2023 the AIM compliance & corporate governance committee reviewed the Company’s compliance with the QCA Code 2018 which was adopted by the Company in 2018. _________________________________ In conclusion, 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. Approved by the board of directors and signed on behalf of the board of directors on 17 May 2024. Edward Bowie Non-Executive Director & Chair of the Board of Directors 17 May 2024 33 Cora | Annual Report | 2023 Remuneration Report For the year ended 31 December 2023 Remuneration & nominations committee The remuneration & nominations committee of the board of directors of Cora Gold Limited (‘Cora’ or ‘the Company’) is responsible for providing recommendations to the board of directors (the ‘Board’ or the ‘Board of Directors’) on matters including the composition of the Board and competencies of directors, the appointment of directors, the performance of the executive directors and senior management, and making recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of shares awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time-to-time. The remuneration & nominations committee meets at least twice a year. During the year ended 31 December 2023 and as at the date of this report the members of the remuneration & nominations committee are Edward Bowie (chair of the committee), Andrew Chubb and Paul Quirk. Remuneration The Board recognises that the remuneration of directors (both executive and non-executive) and senior management is of legitimate concern to shareholders and is committed to following current best practise. Cora and its subsidiaries (together the ‘Group’) operates within a competitive environment and its performance depends upon the individual contributions of the directors and senior management. The payment of remuneration to directors and senior management is in accordance with Contracts for Services (in respect of non-executive directors) and Service Agreements (in respect of officers and senior management). Policy on remuneration The policy of the Board is to provide remuneration packages designed to attract, motivate and retain personnel of the calibre necessary to maintain the Group’s position, and to reward them for enhancing shareholder value and return. It aims to provide sufficient levels of remuneration to do this, but to avoid paying more than is necessary. Remuneration packages also reflect levels of responsibilities and contain incentives to deliver the Group’s objectives. Save for the chair (the ‘Chair) of the Board of Directors, Cora currently pays each of its non-executive directors’ fees of GBP£30,000 per annum. The Chair of the Board of Directors is currently paid a fee of GBP£40,000 per annum. In addition to being paid fees, each of Cora’s non-executive directors’ is eligible to be awarded share options in accordance with the Company’s Share Option Scheme. 34 Cora | Annual Report | 2023 The levels of fees and salaries paid and share options granted and approved to each director and member of senior management during the year ended 31 December 2023 are set out in the table below: Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Other short term benefits a in GBP£ Post- employment benefits b in GBP£ Salary in GBP£ 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 – – – – – 350,000 300,000 800,000 – 300,000 250,000 750,000 Fees in GBP£ 36,667 27,500 – 171,667 2,112 8,583 1,500,000 2,500,000 5,000,000 27,500 27,500 – – – – – – 300,000 250,000 750,000 800,000 250,000 750,000 – 110,833 1,163 5,542 750,000 1,200,000 2,300,000 Edward Bowie 1,2,3 Non-Executive Director & Chair of the Board of Directors Andrew Chubb 1,2,3 Non-Executive Director Robert Monro Chief Executive Officer & Director David Pelham 1,2 Non-Executive Director Paul Quirk 3 Non-Executive Director Craig Banfield Chief Financial Officer & Company Secretary Total 119,167 282,500 3,275 14,125 4,000,000 4,750,000 10,350,000 1 member of the AIM compliance & corporate governance committee. 2 member of the audit committee. 3 member of the remuneration & nominations committee. a b personal medical, accident and travel insurance. pension contributions. 35 Cora | Annual Report | 2023 Remuneration Report continued For the year ended 31 December 2023 The levels of fees and salaries paid and share options granted and approved to each director and member of senior management during the year ended 31 December 2022 are set out in the table below: Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Other short term benefits a in GBP£ Post- employment benefits b in GBP£ Salary in GBP£ 8.5 pence; 09 October 2023 10 pence; 12 October 2025 10.5 pence; 08 December 2026 – – – – - 300,000 350,000 300,000 – – 300,000 250,000 Fees in GBP£ 32,000 24,000 – 160,000 2,183 8,000 2,500,000 1,500,000 2,500,000 24,000 24,000 – – – – – – 300,000 300,000 250,000 300,000 800,000 250,000 – 105,000 1,108 5,250 1,250,000 750,000 1,200,000 Edward Bowie 1,2,3 Non-Executive Director & Chair of the Board of Directors Andrew Chubb 1,2,3 Non-Executive Director Robert Monro Chief Executive Officer & Director David Pelham 1,2 Non-Executive Director Paul Quirk 3 Non-Executive Director Craig Banfield Chief Financial Officer & Company Secretary Total 104,000 265,000 3,291 13,250 4,650,000 4,000,000 4,750,000 1 member of the AIM compliance & corporate governance committee. 2 member of the audit committee. 3 member of the remuneration & nominations committee. a b personal medical, accident and travel insurance. pension contributions. Pensions In compliance with the Pensions Act 2008 Cora has established a Workplace Pension Scheme for its UK based directors and employees. All eligible directors and employees have individually elected to opt-out of such Workplace Pension Scheme and as such, save for as disclosed below, Cora has not made any pension contributions on behalf of its directors and employees. In accordance with related Service Agreements, Cora makes pension contributions on behalf of Robert Monro (Chief Executive Officer) and Craig Banfield (Chief Financial Officer). 36 Cora | Annual Report | 2023 Nominations There are no nominations in respect of additional directors to be appointed to the Board. Notable work of the remuneration & nominations committee undertaken during 2023 In December 2023 the remuneration & nominations committee reviewed Board and senior management performance and noted that: • • senior management perform very well in terms of corporate administration and governance, and in delivering work programmes on tight budgets and with good results. both senior management and non-executive directors make material contributions; and Edward Bowie Chair of the remuneration & nominations committee 17 May 2024 37 Cora | Annual Report | 2023 Opinion We have audited the financial statements of Cora Gold Limited (the ‘group’) for the year ended 31 December 2023 which comprise the Consolidated Statement of Financial Position, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the Notes to the consolidated financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. In our opinion, the consolidated financial statements: • give a true and fair view of the state of the group’s affairs as at 31 December 2023 and of its loss for the year then ended; and • have been properly prepared in accordance with IFRSs as adopted by the European Union. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going concern basis of accounting included the following: • • Reviewing and assessing the accuracy and completeness of monthly forecast financial information provided by management over the 12 months to 31 May 2025 by reference to historic results and expectations based on known contractual and committed expenditures versus discretionary project spend; and Holding discussions with management surrounding their assessment of going concern; • Reviewing post year end information, including post year end performance to date, post year end bank statements, minutes and announcements. Based on the work performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our application of materiality The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group materiality for the financial statements as a whole was US$610,000 (2022: US$425,000) based on 2.5% of net assets (2022: 1.75% of gross assets). Performance materiality was set at a level of 70%, being US$427,000 (2022: US$297,000). We consider a net asset basis to be the most appropriate benchmark given the group’s net assets enable users to gain an understanding of the assets and how the group is ultimately financed, taking account of the issue of convertible loan notes during the year, whilst the group is still in the exploration stage and therefore no revenues are being generated. Current and potential investors will be most interested in the recoverability of the exploration and evaluation assets together with the level of cash resources and net debt. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining 38 Independent Auditor’s Report to the Members of Cora Gold LimitedCora | Annual Report | 2023 the scope of our audit and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of US$30,000 (2022: US$21,000). There were no misstatements identified during the course of our audit that were individually, or in aggregate, considered to be material. Our approach to the audit In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors, such as the carrying value of intangible assets, and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. A full scope audit was performed on the complete financial information of the group’s operating components located in the United Kingdom, Mali and Senegal, with the group’s key accounting function for all being based in the United Kingdom. The key balance held within all significant components relates to the exploration and evaluation intangible assets. As such, the valuation and recoverability of these assets is considered to be a significant risk and has been determined to be a key audit matter. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our scope addressed this matter Valuation and recoverability of (Accounting policy 2.8; Notes 4 and 10) intangible assets The Group holds intangible assets of approximately US$23.8m in respect of exploration and evaluation activities undertaken on licences held. These costs predominantly relate to the group’s flagship Sanankoro Project, which is nearing the next stage of development following the definitive feasibility study published in 2022 and optimised project economics. However, as a result of the ongoing moratorium in Mali on issuing new permits, there has been a delay in progressing to the construction phase. There is a risk these assets may not be recoverable by reference to the following factors: • Whether the period of the right to explore has expired or is due to expire, and is not expected to be renewed; • • Substantive expenditure is either not budgeted or planned; Decision made to discontinue activities on a licence; Our work included the following: • Confirmation that the Group has good title to the applicable exploration licences, and has fulfilled any specific conditions therein; • • • • • Reviewing management’s of impairment and considering the reasonableness of any assumptions used, providing appropriate challenge where applicable; assessment Performing an independent assessment of impairment to ascertain whether indicators of impairment exist in accordance with IFRS 6; Substantive testing of a sample of capitalised costs including consideration of appropriateness of capitalisation in accordance with IFRS 6; including Reviewing available technical reports surrounding key projects, the updated Mineral Resource Estimate, Definitive Feasibility Study and Optimised Project Economics in respect of Sanankoro issued in 2022; and Considering the appropriateness of disclosures included in the financial statements. 39 Cora | Annual Report | 2023 • Whether the drilling and assay data from work to date have been poor and do not indicate the existence of commercially viable quantities. There is also the risk that additions to intangible assets during the year have been incorrectly capitalised in accordance with IFRS 6 criteria. As a result of the significant judgement required by management in assessing the recoverability of these assets, this matter is considered to be a Key Audit Matter. We draw attention to the ongoing moratorium on issuing new permits in Mali, which has been in effect since November 2022. This has meant the group has been unable to continue to progress the Sanankoro project to the next phase, which will include obtaining a Mining Permit and securing required financing to move to the construction phase. Should the moratorium not be lifted, and the group therefore not be able to progress towards the next phase of development, this may result in an impairment to the related exploration and evaluation assets. Other information The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and industry experience. We also selected a specific audit team based on experience with auditing entities within this industry facing similar audit and business risks. • We determined the principal laws and regulations relevant to the group in this regard to be those arising from: 40 Independent Auditor’s Report to the Members of Cora Gold Limited continuedCora | Annual Report | 2023 • • • • AIM Rules; Compliance with the terms of the exploration licenses; Local laws and regulations related to mineral exploration and mining in Mali and Senegal; and Local tax laws and regulations. • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to: • • • • A review of legal ledger accounts; and Making enquiries of management; A review of RNS announcements. A review of Board minutes; • We also identified the risks of material misstatement of the financial statements due to fraud. With the exception of the non-rebuttable presumption of a risk of fraud arising from management override of controls, we did not identify any significant fraud risks. • We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals for significant components, reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the company’s members, as a body, in accordance with our letter of engagement dated 18 April 2023. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Imogen Massey (Engagement Partner) For and on behalf of PKF Littlejohn LLP Registered Auditor 17 May 2024 15 Westferry Circus Canary Wharf London E14 4HD 41 Cora | Annual Report | 2023 Consolidated Statement of Financial Position As at 31 December 2023 All amounts stated in thousands of United States dollar Non-current assets Intangible assets Current assets Trade and other receivables Cash and cash equivalents Total assets Current liabilities Trade and other payables Convertible loan notes Total liabilities Net current assets Net assets Equity and reserves Share capital Retained deficit Total equity Note(s) 2023 US$’000 2022 US$’000 10 23,835 23,826 11 12 13 14 85 16,851 16,936 91 461 552 40,771 24,378 (254) (193) (15,862) (16,116) 820 – (193) 359 24,655 24,185 16 31,541 28,202 (6,886) (4,017) 24,655 24,185 The consolidated financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 17 May 2024 and were signed on its behalf by Robert Monro Chief Executive Officer & Director 17 May 2024 The notes on pages 46 to 64 form an integral part of the Consolidated Financial Statements. 42 Cora | Annual Report | 2023 Consolidated Statement of Comprehensive Income For the year ended 31 December 2023 All amounts stated in thousands of United States dollar (unless otherwise stated) Expenses Overhead costs Finance costs Impairment of intangible assets Other income Interest income Loss before income tax Income tax Loss for the year Other comprehensive income Total comprehensive loss for the year Earnings per share from continuing operations attributable to owners of the parent Basic and fully diluted earnings per share (United States dollar) Note(s) 2023 US$’000 2022 US$’000 6 14 10 7 8 (1,209) (1,502) (643) – (1,777) (1,012) (3,629) (2,514) 675 675 – – (2,954) (2,514) – – (2,954) (2,514) – – (2,954) (2,514) 9 (0.0083) (0.0087) The notes on pages 46 to 64 form an integral part of the Consolidated Financial Statements. 43 Cora | Annual Report | 2023 Consolidated Statement of Changes in Equity For the year ended 31 December 2023 All amounts stated in thousands of United States dollar As at 01 January 2022 Loss for the year Total comprehensive loss for the year Share based payments – share options Total transactions with owners, recognised directly in equity Share capital US$’000 Retained deficit US$’000 Total equity US$’000 28,202 (1,614) 26,588 – – – – (2,514) (2,514) (2,514) (2,514) 111 111 111 111 As at 31 December 2022 28,202 (4,017) 24,185 As at 01 January 2023 Loss for the year Total comprehensive loss for the year Proceeds from shares issued Issue costs Share based payments – share options Total transactions with owners, recognised directly in equity As at 31 December 2023 28,202 (4,017) 24,185 – – 3,928 (589) – 3,339 (2,954) (2,954) (2,954) (2,954) – – 85 85 3,928 (589) 85 3,424 31,541 (6,886) 24,655 The notes on pages 46 to 64 form an integral part of the Consolidated Financial Statements. 44 Cora | Annual Report | 2023 Consolidated Statement of Cash Flows For the year ended 31 December 2023 All amounts stated in thousands of United States dollar Cash flows from operating activities Loss for the year Adjustments for: Share based payments – share options Finance costs Impairment of intangible assets Decrease in trade and other receivables Increase / (decrease) in trade and other payables Net cash used in operating activities Cash flows from investing activities Additions to intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from convertible loan notes issued Repayment of convertible loan notes – principal amount Repayment of convertible loan notes – finance costs Proceeds from shares issued Issue costs Net cash generated from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Note(s) 2023 US$’000 2022 US$’000 (2,954) (2,514) 85 643 10 1,777 6 61 111 – 1,012 117 (377) (382) (1,651) 10 (1,786) (3,264) (1,786) (3,264) 14 14 14 16 16 12 12 15,875 (625) (31) 3,928 (589) 18,558 – – – – – – 16,390 (4,915) 461 16,851 5,376 461 The notes on pages 46 to 64 form an integral part of the Consolidated Financial Statements. 45 Cora | Annual Report | 2023 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: Title Amendment to IAS 1: Classification of Liabilities as Current or Non-current Amendments to IAS 21: Lack of Exchangeability Effective date 01 January 2024 01 January 2025 ^ ^ 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. 46 Cora | Annual Report | 2023 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. 47 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) • 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 Functional and presentational currency (i) 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. Transactions and balances (ii) 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. 48 Cora | Annual Report | 2023 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. significant financial difficulty of the issuer or obligor; The criteria that the Group uses to determine that there is objective evidence of an impairment loss include: • • • 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; a breach of contract, such as a default or delinquency in interest or principal repayments; 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. 49 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 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 50 Cora | Annual Report | 2023 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. 51 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 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: Year ended 31 December 2023 Overhead costs Finance costs Impairment of intangible assets Interest income Loss from operations per reportable segment As at 31 December 2023 Reportable segment assets Reportable segment liabilities UK US$’000 Africa US$’000 Total US$’000 1,209 643 – (675) 1,177 – – 1,777 – 1,777 1,209 643 1,777 (675) 2,954 16,887 23,884 40,771 (15,995) (121) (16,116) 52 Cora | Annual Report | 2023 Year ended 31 December 2022 Overhead costs Impairment of intangible assets Loss from operations per reportable segment As at 31 December 2022 Reportable segment assets Reportable segment liabilities 6. Expenses by nature Employees’ and directors’ remuneration (see below) Legal and professional General administration Investor relations and conferences Auditor’s remuneration (see below) Travel Share based payments – share options Foreign exchange loss Overhead costs Employees’ and directors’ remuneration The average monthly number of employees and directors was as follows: Non-executive directors Employees Total average number of employees and directors UK US$’000 Africa US$’000 Total US$’000 1,502 – 1,502 512 (94) – 1,012 1,012 1,502 1,012 2,514 23,866 24,378 (99) (193) 2023 US$’000 2022 US$’000 635 247 101 56 54 15 1,108 85 16 584 149 104 72 33 19 961 111 430 1,209 1,502 2023 2022 4 26 30 4 32 36 53 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Employees’ and directors’ remuneration comprised: Non-executive directors’ fees Wages and salaries Social security costs Pension contributions Total employees’ and directors’ remuneration Capitalised to project costs (intangible assets) Employees’ and directors’ remuneration expensed 2023 US$’000 2022 US$’000 149 1,047 128 18 1,342 (707) 635 129 1,078 142 16 1,365 (781) 584 Auditor’s remuneration Expenditures relating to the Company’s auditor, PKF Littlejohn LLP, in respect of both audit and non-audit services were as follows: Audit fees: audit of the Group and the Company’s financial statements Review of unaudited interim condensed consolidated financial statements Auditor’s remuneration expensed 7. Other income Interest income from short-term deposits 2023 US$’000 2022 US$’000 51 3 54 33 – 33 2023 US$’000 2022 US$’000 675 675 – – 8. Income tax The Company is tax resident in the British Virgin Islands, where corporate profits are taxed at 0%. The Group’s subsidiaries in Mali are taxed at 30%. For the years ended 31 December 2023 and 2022 no current or deferred tax arose, and no deferred tax asset has been recognised due to the uncertainty of future taxable profits. The tax on the Group’s loss before tax differs from the theoretical amount that would arise as follows: Loss before tax Tax at standard rate of 0% (2022: 0%) Effects of: Impairment of intangible assets Other Difference in overseas tax rates Income tax 54 2023 US$’000 2022 US$’000 (2,954) (2,514) – – 533 – 304 – (533) (304) – – Cora | Annual Report | 2023 9. Earnings per share The calculation of the basic and fully diluted earnings per share attributable to the equity shareholders is based on the following data: Net loss attributable to equity shareholders Weighted average number of shares for the purpose of basic and fully diluted earnings per share (000’s) Basic and fully diluted earnings per share (United States dollar) 2023 US$’000 (2,954) 2022 US$’000 (2,514) 354,528 289,557 (0.0083) (0.0087) As at 31 December 2023 and 2022 the Company’s issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 16). 10. Intangible assets Intangible assets relate to exploration and evaluation project costs capitalised as at 31 December 2023 and 2022, less impairment. As at 01 January Additions Impairment As at 31 December 2023 US$’000 23,826 2022 US$’000 21,574 1,786 3,264 (1,777) (1,012) 23,835 23,826 Additions to project costs during the years ended 31 December 2023 and 2022 were in the following geographical areas: Mali Senegal Additions to projects costs 2023 US$’000 1,762 24 2022 US$’000 3,256 8 1,786 3,264 55 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Impairment of project costs during the years ended 31 December 2023 and 2022 relate to the following terminated projects: Siékorolé (Yanfolila Project Area, Mali) Tékélédougou (Yanfolila Project Area, Mali) Farassaba III (Yanfolila Project Area, Mali) Farani (Yanfolila Project Area, Mali) Tagan (Yanfolila Project Area, Mali) Satifara Sud (Kenieba Project Area, Mali) Winza (Yanfolila Project Area, Mali) Impairment of project costs 2023 US$’000 2022 US$’000 791 514 414 53 5 – – – – – – 891 116 5 1,777 1,012 The Company’s primary focus is on further developing the Sanankoro Gold Project in Mali and following a review of projects in 2023 the Board decided to terminate all projects in the Yanfolila Project Area (Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou permits. Those projects which were terminated in 2022 were considered by the Board to be no longer prospective. Project costs capitalised as at 31 December 2023 and 2022 related to the following geographical areas: Mali Senegal As at 31 December 2023 US$’000 23,303 2022 US$’000 23,318 532 508 23,835 23,826 On 28 November 2022 the Mali government announced the suspension of issuing permits. This moratorium continues to be in place. During the year ended 31 December 2023 the Bokoro II and Kodiou permits in the Sanankoro Project Area (Mali) expired. Once the government’s moratorium on issuing permits is lifted the Company intends to submit new applications in respect of each of these permits. Intangible assets relating to exploration and evaluation project costs capitalised as at 31 December 2023 and 2022 in respect of the Bokoro II and Kodiou permits were as follows: Bokoro II (Sanankoro Project Area, Mali) Kodiou (Sanankoro Project Area, Mali) 11. Trade and other receivables Prepayments and accrued income 56 2023 US$’000 2022 US$’000 401 82 483 397 79 476 2023 US$’000 2022 US$’000 85 85 91 91 Cora | Annual Report | 2023 12. Cash and cash equivalents Cash and cash equivalents held as at 31 December 2023 and 2022 were in the following currencies: United States dollar (US$) British pound sterling (GBP£) CFA franc (XOF) Euro (EUR€) 2023 US$’000 16,727 80 43 1 16,851 2022 US$’000 5 421 34 1 461 External ratings of cash at bank and short-term deposits as at 31 December 2023 and 2022 were as follows: A1 A2 13. Trade and other payables Trade payables Other payables Accruals 14. Convertible loan notes Convertible loan notes – principal amount Convertible loan notes – finance costs accrued 2023 US$’000 16,808 43 16,851 2022 US$’000 427 34 461 2023 US$’000 2022 US$’000 88 – 166 254 58 30 105 193 2023 US$’000 15,250 612 15,862 2022 US$’000 – – – 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. 57 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Coupon: 0%. Maturity Date: 09 September 2023. The Convertible Loan Note Instrument dated 28 February 2023 set out the terms of the CLN, which were principally as follows: • • • 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. Maturity Date: 12 March 2024. 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: • • 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 58 Cora | Annual Report | 2023 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$643,250. 15. Financial instruments Financial assets at amortised cost Cash and cash equivalents Financial liabilities at amortised cost Trade and other payables Convertible loan notes 2023 US$’000 2022 US$’000 16,850 16,850 254 15,862 16,116 461 461 193 – 193 16. Share capital The Company is authorised to issue an unlimited number of no par value shares of a single class. 289,557,159 ordinary shares; As at 31 December 2021 the Company’s issued and outstanding capital structure comprised: • • 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. 289,557,159 ordinary shares; As at 31 December 2022 the Company’s issued and outstanding capital structure comprised: • • 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. 59 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 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. 370,217,718 ordinary shares; As at 31 December 2023 the Company’s issued and outstanding capital structure comprised: • • 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$15,250,000 (see Note 14). 60 Cora | Annual Report | 2023 Movements in capital during the years ended 31 December 2023 and 2022 were as follows: Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Number of ordinary shares 16.5 pence; 18 December 2022 8.5 pence; 09 October 2023 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 Proceeds US$’000 As at 01 January 2022 289,557,159 1,225,000 4,950,000 4,600,000 6,650,000 – 28,202 Cancellation of share options Expiry of share options – – – (1,225,000) – – – – (100,000) – 4,950,000 4,600,000 6,550,000 As at 31 December 2022 289,557,159 Subscription Issue costs Granting of share options Cancellation of share options Expiry of share options 80,660,559 – – – – – – – – – – – – – – – – – – – 14,350,000 (300,000) (1,500,000) (1,000,000) – (4,950,000) – – – – – – – – 28,202 – – 3,928 (589) – – – As at 31 December 2023 370,217,718 – – 4,300,000 5,050,000 13,350,000 31,541 The fair value of share options has been calculated using the Black-Scholes Model, the inputs into which were as follows: • share price 7.47 pence (British pound sterling); share price 10.5 pence (British pound sterling); strike price 8.5 pence (British pound sterling); strike price 10 pence (British pound sterling); volatility 34.7%; dividend yield 0%; risk free rate 0.6%; and expiring on 09 October 2023; for share options granted on 09 October 2019: • • • • • • for share options granted on 12 October 2020: • • • • • • for share options granted on 08 December 2021: • • • • • expiring on 08 December 2026; expiring on 12 October 2025; risk free rate 0.6%; and risk free rate 0.6%; and dividend yield 0%; volatility 25.9%; volatility 22.2%; share price 9.6 pence (British pound sterling); strike price 10.5 pence (British pound sterling); • • 61 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) • share price 3.85 pence (British pound sterling); strike price 4 pence (British pound sterling); dividend yield 0%; • for share options granted on 13 March 2023: • • • • • • expiring on 13 March 2028; risk free rate 3.5%; and dividend yield 0%. volatility 7.3%; 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: Share based payments – share options 2023 US$’000 2022 US$’000 85 85 111 111 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. 62 Cora | Annual Report | 2023 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. 63 Cora | Annual Report | 2023 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2023 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 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. • • 64 Cora | Annual Report | 2023 Notice of 2024 Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your Ordinary Shares of no par value each (‘Ordinary Shares’) in Cora Gold Limited (‘Cora’ or ‘the Company’) or will have sold or transferred all of your Ordinary Shares prior to the annual general meeting of the Company to be held at 12.00 p.m. (United Kingdom time) on 26 June 2024 please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only some of your Ordinary Shares you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected. Cora Gold Limited (Incorporated and registered in the British Virgin Islands with registered number 1701265) Notice of 2024 Annual General Meeting NOTICE of the 2024 Annual General Meeting (the ‘AGM’) of Cora Gold Limited to be held at 12.00 p.m. (United Kingdom time) on 26 June 2024 is set out below. The AGM will be held 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 Option 2 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: Meeting ID: https://us02web.zoom.us/u/kcgol1Pu4r 846 4928 5477 # • • 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: • https://us02web.zoom.us/j/84649285477 hyperlink: 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. Forms of Proxy accompany this document. The Form of Proxy for use in connection with the AGM is enclosed with this document and should be returned as soon as possible and, in any event, so as to be received at the offices of the Company’s Registrar, Computershare Investor Services (BVI) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom no later than 12.00 p.m. (United Kingdom time) on 24 June 2024. The completion and depositing of a Form of Proxy will not preclude a shareholder from attending and voting in person at the AGM. Holders of Depositary Interests wishing to vote on the resolutions to be proposed at the AGM are required to instruct Computershare Company Nominees Limited, the Custodian, to vote on their behalf in accordance with the Form of Instruction. The completed and signed Form of Instruction must be received by The Depositary, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom as soon as possible and, in any event, so as to arrive no later than 12.00 p.m. (United Kingdom time) on 21 June 2024. Alternatively, Depositary Interest holders may instruct the Custodian how to vote by utilising the CREST electronic voting service as explained in Explanatory Note 11 to this Notice of 2024 Annual General Meeting. 65 Cora | Annual Report | 2023 Notice of 2024 Annual General Meeting continued NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting (the ‘AGM’) of the Company 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 and online for the following purposes: Ordinary Business To consider and, if thought fit, pass the following resolutions as ordinary resolutions (each, an ‘Ordinary Resolution’): 1. 2. 3. 4. 5. To receive the Company’s annual accounts for the financial year ended 31 December 2023 together with the Directors’ Report and Independent Auditor’s Report on those accounts. To re-appoint PKF Littlejohn LLP as the Company’s auditor to hold office from the conclusion of this meeting until conclusion of the next meeting at which annual accounts are laid before the Company and to authorise the Directors to determine the remuneration of the auditor. To re-elect Edward Bowie as a Director of the Company. To re-elect Robert Monro as a Director of the Company. The Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company, and to grant rights to subscribe for or convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being ‘relevant shares’) (i) in respect of any exercise of options granted pursuant to the Company’s share option scheme, and (ii) in addition to (i), up to a maximum of 100,000,000 Ordinary Shares in aggregate; provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the Annual General Meeting of the Company to be held in 2025, save that the Company may, before such expiry, make offer(s) or enter into agreement(s) which would or might require relevant shares to be allotted or granted after such expiry and the Directors may allot relevant shares in pursuance of such offer(s) or agreement(s) notwithstanding that the authority conferred by this resolution has expired; and all unexercised authorities previously granted to the Directors to allot relevant shares be and are hereby revoked. Special Business To consider and, if thought fit, pass the following resolution as a special resolution (the ‘Special Resolution’): 6. The Directors be generally empowered to allot equity securities for cash pursuant to the authority conferred by Ordinary Resolution 5 or by way of sale of treasury shares, as if the right of pre-emption did not apply to any such allotment; provided that this authority shall be limited to: a. b. the allotment of any number of Ordinary Shares following exercise of rights under the Company’s share option scheme; the allotment of up to an additional 100,000,000 Ordinary Shares, representing 22.12% of the number of Ordinary Shares in issue on the date of this Notice of 2024 Annual General Meeting to enable the Directors of the Company to expeditiously, and without incurring undue costs, undertake a limited equity fundraise or acquisition should the opportunity present itself and provided that this power shall expire on the commencement of the Annual General Meeting of the Company to be held in 2025 (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before the date of such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer(s) or agreement(s) notwithstanding that the power conferred by this resolution has expired. 66 Cora | Annual Report | 2023 The AGM will be held 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 Option 2 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 # • 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: • https://us02web.zoom.us/j/84649285477 hyperlink: 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. By order of the board of directors Robert Monro Chief Executive Officer & Director 17 May 2024 Cora Gold Limited Registered office: Rodus Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola VG1110, British Virgin Islands Company number: 1701265 67 Cora | Annual Report | 2023 Explanatory Notes to the Notice of 2024 Annual General Meeting (the ‘Meeting’) Entitlement to attend and vote 1 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at: (a) (b) close of business on 24 June 2024; or if this Meeting is adjourned, at close of business on the day two business days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting. Appointment of proxies 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a link to access and download the proxy form via the Company’s website with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 3. 4. 5. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chair of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chair of the Meeting) and give your instructions directly to them. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy your proxy card or contact Computershare Investor Services to obtain an extra proxy card by telephoning 0370-702-0000 (Calls will be charged at the standard landline rate plus your telephone provider’s access charge. If you are outside the United Kingdom please call +44-(0)370-702-0000. Calls from outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services is open between 9.00 a.m. - 5.30 p.m. (United Kingdom time), Monday to Friday excluding public holidays in England and Wales). A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. Appointment of proxy using hard copy proxy form 6. The notes to the proxy form explain how to direct your proxy, how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be: (a) (b) (c) completed and signed; sent or delivered to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom; and received by Computershare Investor Services no later than 12.00 p.m. (United Kingdom time) on 24 June 2024. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. Appointment of proxy by joint members 7. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-name being the most senior). 68 Cora | Annual Report | 2023 Changing proxy instructions 8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. When you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form please contact Computershare Investor Services by telephoning 0370-702- 0000 (Calls will be charged at the standard landline rate plus your telephone provider’s access charge. If you are outside the United Kingdom please call +44-(0)370-702-0000. Calls from outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services is open between 9.00 a.m. - 5.30 p.m. (United Kingdom time), Monday to Friday excluding public holidays in England and Wales). If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments 9. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare Investor Services no later than 12.00 p.m. (United Kingdom time) on 24 June 2024. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated. Corporate representatives 10. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. Depositary Interests 11. Holders of Depositary Interests should complete and sign the Form of Instruction and return it by the time and in accordance with the instructions set out in the Form of Instruction. Alternatively, holders of Depositary Interests can vote using the CREST system. Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a ‘CREST Voting Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (3RA50) no later than 12.00 p.m. (United Kingdom time) on 21 June 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST application host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. 69 Cora | Annual Report | 2023 Explanatory Notes continued to the Notice of 2024 Annual General Meeting (the ‘Meeting’) Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal systems timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. invalid a CREST Voting Instruction in the circumstances set out in After the Custodian has received instructions on how to vote on the resolutions from the Depositary Interest holders, it will complete a Form of Proxy reflecting such instructions and send the Form of Proxy to Computershare Investor Services (BVI) Limited in accordance with the note above. If you hold your shares via the Depositary Interest arrangement and would like to attend the Meeting, please contact the Depositary, contact details of which are set out in the Form of Instruction. Issued shares and total voting rights 12. As at 16 May 2024 the Company’s issued share capital consisted of 452,178,145 Ordinary Shares of no par value each. There are no treasury shares in issue. Each Ordinary Share carries the right to one vote at a general meeting of the Company. Therefore, the total number of voting rights in the Company as at 16 May 2024 was 452,178,145. Communication 13. You may not use any electronic address provided either in this notice of meeting or any related documents (including the letter with which this notice of meeting was enclosed and proxy form) to communicate with the Company for any purposes other than those expressly stated. 70 Cora | Annual Report | 2023 Printed by london@blackandcallow.com www.blackandcallow.com 020 3794 1720 Cora | Annual Report | 2023 www.coragold.com