CORA GOLD LIMITED West African Gold Developer 2024 ANNUAL REPORT Contents Page(s) Company Information 4 - 5 Strategic Report 6 - 25 Chair’s Statement 6 - 7 Operational Review 8 - 17 Gold Permits 18 - 19 Finance Review 20 - 22 Risk Factors 23 - 25 Directors’ Report 26 - 27 Corporate Governance Report 28 - 36 Remuneration Report 37 - 40 Consolidated Financial Statements 41 - 69 Independent Auditor’s Report to the Members of Cora Gold Limited 41 - 44 Consolidated Statement of Financial Position 45 Consolidated Statement of Comprehensive Income 46 Consolidated Statement of Changes in Equity 47 Consolidated Statement of Cash Flows 48 Notes to the Consolidated Financial Statements 49 - 69 Notice of 2025 Annual General Meeting and Explanatory Notes 70 - 75 3 Cora | Annual Report | 2024 Company Information Company Name Cora Gold Limited Directors Edward Bowie Non-Executive Director (Independent) & Chair of the Board of Directors Andrew Chubb Non-Executive Director (Independent) Robert Monro Chief Executive Officer & Director Adam Davidson Non-Executive Director (Independent) Paul Quirk 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 Registered Agent CO Services (BVI) Ltd Registered Office Rodus Building Road Reef Marina P.O. Box 3093 Road Town Tortola VG1110 British Virgin Islands Nominated Adviser and Broker Cavendish Capital Markets Limited One Bartholomew Close London EC1A 7BL United Kingdom Principal Legal Adviser Mildwaters Consulting LLP Walton House 25 Bilton Road Rugby CV22 7AG United Kingdom Financial Public Relations St Brides Partners Limited Level 4 22 Bishopsgate London EC2N 4BQ United Kingdom Independent Auditor PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus London E14 4HD United Kingdom 4 Cora | Annual Report | 2024 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 www.computershare.com/uk Email WebCorres@computershare.co.uk Telephone +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 www.coragold.com X @cora_gold LinkedIn www.linkedin.com/company/cora-gold/ Contact and Enquiries General info@coragold.com Investors investors@coragold.com Careers / Jobs jobs@coragold.com Financial Public Relations pr@coragold.com 5 Cora | Annual Report | 2024 Strategic Report – Chair’s Statement For the year ended 31 December 2024 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 2024. 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 2024 saw another year of progress for the Company, with highlights including: • Cora remains focused on transitioning its Sanankoro Gold Project into a producing mine and in support of this during 2024: • sampling was completed as part of an exploration programme, aimed at identifying priority targets to expand Sanankoro’s resource and reserve inventory. This work identified 4 primary and 4 secondary gold bearing structures, representing approximately 50 km (cumulative strike length) of highly prospective terrain for exploration targeting. Twenty new and existing greenfield exploration targets have been outlined within these 8 gold bearing structures. These greenfield exploration targets will be ranked to prioritise future drill programmes. The 2024 exploration results provide good confidence on the ability to extend the resource inventory and life of mine at Sanankoro. • with a view to updating the 2022 Definitive Feasibility Study (the ‘2022 DFS’), Cora commissioned an updated Mineral Resource Estimate (the ‘2024 MRE’), incorporating the results from fieldwork and drilling carried out post completion of the 2022 DFS. The 2024 MRE was announced in January 2025 for a total of 31.4 Mt at 1.04 g/t Au for 1,044 koz, comprising Indicated 19.0 Mt at 1.13 g/t Au for 689 koz plus Inferred 12.4 Mt at 0.89 g/t Au for 354 koz. The Company is working to update the 2022 DFS. It is anticipated that an announcement on the updated DFS will be made later in 2025. • In Q1 2024 certain holders of outstanding convertible loan notes (‘CLN’) 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. • During H1 2024 Cora completed a 2,018 metres reconnaissance drill programme over the Tambor gold prospect at Madina Foulbé in the Kenieba Window, east Senegal. The positive results from the drill programme have further enhanced our understanding of the significant gold mineralisation spread out over a large area within the bedrock at Tambor. We look forward to conducting further exploration to unlock the excellent exploration potential at Tambor and deliver value to our shareholders. Future Potential at Sanankoro Beyond the results of Sanankoro’s 2022 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. 6 Cora | Annual Report | 2024 Subsequent to the announcement of the 2022 MRE for a total of 24.9 Mt at 1.15 g/t Au for 920 koz, an exploration target estimate (’Exploration Target’) for the wider Sanankoro Gold Project was completed in 2022. 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, which is in addition to the 2022 MRE, 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. Proving up this Exploration Target has the potential to add significantly to the resource and possible mining inventory. Outlook for 2025 Subsequent to the year end, on 13 January 2025: • the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) appointed Adam Davidson as a Non-Executive Director. Adam offers a wealth of experience in the mining industry. He was the founder and Chief Executive Officer of Trident Royalties plc, a diversified mining royalty and streaming company which was acquired by Deterra Royalties Limited in 2024. Prior to that Adam spent six years as an investment manager with Resource Capital Funds before which he worked with BMO Capital Markets and Orica Mining Services. Adam is a welcome addition to the Board as the Company transitions towards development and future mining operations. • David Pelham resigned as a Non-Executive Director of the Company. David joined Cora in 2017 and was a key member of the team which took Cora public later that year. David’s background as a mineral geologist with over 40 years’ global exploration experience was invaluable in helping to select and prioritise the early-stage work programmes at the Sanankoro Gold Project. On behalf of Cora’s directors, I’d like to offer our sincere thanks to David for his input over the years and we are pleased that, going forward, he has agreed to continue to act as a technical adviser to the Company. On 15 March 2025 the moratorium on issuing permits in the mining sector was partially lifted by the Mali government. Following this positive news Cora is actively engaging with the mining administration in Mali with a view to ultimately being issued a mining permit for Sanankoro. On 01 April 2025 Cora closed a subscription for 32,624,205 ordinary shares at a price of 4.75 pence per ordinary share for total gross proceeds of GBP£1,549,649.74 (the ‘2025 Fundraise’). Each ordinary share subscribed in the 2025 Fundraise has a warrant attached to subscribe for one new ordinary share at a price of 7 pence per ordinary share expiring on 01 April 2027. The 2025 Fundraise is intended to support the Company as it looks to bring Sanankoro to construction readiness. Ongoing optimisation studies along with work on updating the ore reserves to support an updated Definitive Feasibility Study at Sanankoro are well underway and scheduled for completion later in 2025. With the gold price recently trading at new record highs, and the previously completed 2022 Definitive Feasibility Study based on a US$1,750/oz gold price, we are hoping for significant improvements in the Project’s economics. We look forward to providing further updates on progress at Sanankoro, including the updated Definitive Feasibility Study and permitting for a mining permit. We also look forward to sharing updates on wider exploration activities across our permits. 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 2024. Edward Bowie Non-Executive Director & Chair of the Board of Directors 16 May 2025 7 Cora | Annual Report | 2024 Strategic Report – Operational Review For the year ended 31 December 2024 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: • 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 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 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 2022 Cora’s focus at Sanankoro was on a Mineral Resource Estimate (the ‘2022 MRE’) and completion of a Definitive Feasibility Study (the ‘2022 DFS’). During 2023, as Cora focused on transitioning its Sanankoro Gold Project into a producing mine: 8 Cora | Annual Report | 2024 a number of key management personnel were appointed and the construction tender process commenced; and 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 2024, with a view to updating the 2022 DFS, Cora commissioned an updated Mineral Resource Estimate (the ‘2024 MRE’), incorporating the results from fieldwork and drilling carried out post completion of the 2022 DFS. The results of the 2024 MRE were announced in January 2025 and are set out below. The Company is working to update the 2022 DFS. It is anticipated that an announcement on the updated DFS, including updated Probable Reserves, will be made later in 2025. The Company’s objective is to move into production at Sanankoro as quickly as possible. Sanankoro Gold Project (Sanankoro Project Area) Regional map and locations of deposits and discoveries at Sanankoro Gold Project (Yanfolila Gold Belt, south Mali) 9 Cora | Annual Report | 2024 Strategic Report – Operational Review continued For the year ended 31 December 2024 Mineral Resource Estimate 2022 The 2022 MRE, pit constrained and JORC-compliant, was for a total of 24.9 Mt at 1.15 g/t gold (‘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, based on a gold price of US$1,900/oz and a cut-off grade of 0.4 g/t Au. Mineral Resource Estimate 2024 Results from fieldwork and drilling carried out post completion of the 2022 DFS were incorporated into the 2024 MRE, pit constrained and JORC-compliant, which was announced in January 2025 for a total of 31.4 Mt at 1.04 g/t Au for 1,044 koz, comprising Indicated 19.0 Mt at 1.13 g/t Au for 689 koz plus Inferred 12.4 Mt at 0.89 g/t Au for 354 koz, based on a gold price of US$2,400/oz and a cut-off grade of 0.3 g/t Au (see table below). Mineral resource classification Ore type Tonnes (Mt) Grade (g/t Au) Au (koz) Indicated Oxide 15 1.12 520 Transitional 4.3 1.17 160 Fresh 0.2 1.24 7 All zones 19.0 1.13 689 Inferred Oxide 7.8 0.75 190 Transitional 2.8 1.16 100 Fresh 1.7 1.09 60 All zones 12.4 0.89 354 Total All zones 31.4 1.04 1,044 Based on a gold price of US$2,400/oz; Cut-off grade 0.3 g/t Au. Figures have been rounded to the appropriate level of precision for the reporting of mineral resources. Competent Person for the 2024 MRE: Sonia Konopa (MSc (Economic Geology), BSc (Hons) Applied Geology, FAusIMM, MAIG), a full-time employee of ERM Australia Consultants Pty Ltd. Maiden Probable Reserves 2022 As part of the 2022 DFS for Sanankoro 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, based on a gold price of US$1,650/oz. Updated Probable Reserves The Company is working to update the 2022 DFS. It is anticipated that an announcement on the updated DFS, including updated Probable Reserves, will be made later in 2025. 10 Cora | Annual Report | 2024 Definitive Feasibility Study and Optimised Project Economics 2022 In 2022 Cora’s Management undertook a review of various work streams as they were nearing completion in respect of the 2022 DFS 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 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 2022 DFS are as follows: • 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: • 52.3% internal rate of return (’IRR’); • US$95.1m net present value (‘NPV’) at a discount rate of 8%; • 1.2 year payback period; • 6.8 years Reserve mine life; • US$71.8m free cash flow (‘FCF’) in year 1; US$234m FCF over life of mine (’LOM’); • US$997/oz all-in sustaining cost (’AISC’); • >84,000 oz production in year 1; 56,000 oz annual average production over LOM; and • US$90m pre-production capital, including US$32m machinery and equipment (including ball mill; 1.5 Mtpa throughput plant), US$12m TSF, US$9m civil and earth works, US$9m mining pre-production and US$6m contingencies. • 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 Inferred Resources into Indicated with a view to them then being added to the inventory of Reserves for the mine schedule. 11 Cora | Annual Report | 2024 Strategic Report – Operational Review continued For the year ended 31 December 2024 Sanankoro Gold Project – 2022 Definitive Feasibility Study site layout 12 Cora | Annual Report | 2024 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 (first 30 centimetres) 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: • Crushing – to produce feed for the ball mill from either oxide or transitional ore; • 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; • 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; and • Tailings Storage Facility – tailings pumping to the TSF. 13 Cora | Annual Report | 2024 Strategic Report – Operational Review continued For the year ended 31 December 2024 Sanankoro Gold Project - 2022 Definitive Feasibility Study process flow sheet Updated Definitive Feasibility Study 2025 The Company is working to update the 2022 DFS. It is anticipated that an announcement on the updated DFS, including updated Probable Reserves, will be made later in 2025. Exploration 2024 During 2024 sampling was completed as part of an exploration programme at Sanankoro, aimed at identifying priority targets to expand the resource and reserve inventory. This work identified 4 primary and 4 secondary gold bearing structures, representing approximately 50 km (cumulative strike length) of highly prospective terrain for exploration targeting. Within these 8 gold bearing structures twenty new and existing greenfield exploration targets have been outlined which are being ranked to prioritise future drill programmes. All targets are soft oxide rock and within trucking distance of the proposed Sanankoro processing plant. These exploration results provide good confidence on the ability to extend resource inventory and life of mine at Sanankoro. The targets and best results from the 2024 exploration programme included: • Berebogoni – Woyodakoun, one of the largest and most promising exploration targets due to its proximity to existing Mineral Resources at Selin and Zone B. Grab samples included 16.5 g/t Au, 9.64 g/t Au and 4.39 g/t Au; and channel sample results included 14 metres at 1.26 g/t Au, 6 metres at 1.89 g/t Au and 10 metres at 1.42 g/t Au. • Dakounkoura and Dakounkoro, having the potential to host large mineral resource tonnage. Rock chip samples included 8.0 g/t Au, 7.4 g/t Au and 6.0 g/t Au; and a broad mineralisation zone was intersected with channel 14 Cora | Annual Report | 2024 sample results including 46 metres at 0.55 g/t Au, 20 metres at 0.52 g/t Au, 12 metres at 0.94 g/t Au and 15 metres at 1.2 g/t Au. • Dako, located approximately 8 km south-east of existing Mineral Resources at Zone A with a strike length of 2.4 km and up to 150 metres wide. Rock chip samples included 6.58 g/t Au, 5.27 g/t Au, 4.03 g/t Au and 3.84 g/t Au. Higher grade mineralisation intersected in channels included 5.5 metres at 9.90 g/t Au, 19.5 metres at 1.75 g/t Au, 10 metres at 1.12 g/t Au and 14 metres at 0.75 g/t Au. • Fode 1, where rock chip samples included 5.7 g/t Au, 4.6 g/t Au and 3.8 g/t Au. • Djolibadakoun, where mineralisation has a known strike extent of 850 metres, is approximately 75 metres wide and open at both ends. Rock chip samples included 6.99 g/t Au, 3.47 g/t Au and 1.27 g/t Au. The best channel sample intervals included 6 metres at 3.39 g/t Au, 6 metres at 1.89 g/t Au and 6 metres at 1.32 g/t Au. The Company’s geologists are systematically collecting data and advancing the remaining thirteen greenfield targets towards reconnaissance drill evaluation status. Future Potential Beyond the results of the 2022 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. Subsequent to the announcement of the 2022 MRE for a total of 24.9 Mt at 1.15 g/t Au for 920 koz, 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, which is in addition to the 2022 MRE, 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. 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 three years of 14 October 2022, otherwise a new ESIA will be required to be completed and submitted for a new environmental permit. On 28 November 2022 the Mali government announced the suspension of issuing permits in the mining sector. On 15 March 2025 this moratorium was partially lifted by the government such that, in accordance with the provisions of the 2023 Mining Code and its implementing regulations, the mining administration can receive for processing: • applications to renew exploration permits and mining permits; • applications for the transition from the exploration phase to the mining phase; and • applications for direct and indirect transfer(s) of mining permits. This partial lifting of the moratorium does not apply to: • applications for the issuance of new titles in the mining sector; or • applications for the transfer of exploration permits. During the period of the moratorium the processes for submission of applications both for new permits and for interim renewals, and for the issuance of new permits and interim renewals have been affected. This impacted the interim renewals of the Bokoro Est, Dako II and Sanankoro II exploration permits, and applications for new permits in relation to the Bokoro II and Kodiou exploration permits which both expired in 2023. Cora is actively engaging with the mining administration in Mali regarding these matters and being issued a mining permit for Sanankoro. The area of the mining 15 Cora | Annual Report | 2024 Strategic Report – Operational Review continued For the year ended 31 December 2024 permit will include parts of each of the Bokoro II (63.1 sq km), Kodiou (50 sq km) and Sanankoro II (84.11 sq km) exploration permits. Madina Foulbé (Kenieba Project Area) Kenieba Project Area (Kenieba Window, west Mali / east Senegal) The results from reverse circulation (‘RC’) drilling in 2020 at Madina Foulbé in Senegal 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. 16 Cora | Annual Report | 2024 Drilling 2024 During 2024 the Company completed a 2,018 metres reconnaissance RC drill programme at Madina Foulbé, testing ten of the most prospective targets within a large 3 km long by 1.6 km wide gold soil anomaly at Tambor. Six out of ten targets drilled (28 of the 40 holes drilled) were successful at intersecting mineralisation over broad widths, with results that require further follow-up. The best results from different holes were as follows: • 10 metres at 4.41 g/t Au from 41 metres at Target 1; • 16 metres at 0.97 g/t Au from 38 metres at Target 1; • 29 metres at 0.71 g/t Au from 1 metre at Target 9; and • 19 metres at 0.61 g/t Au from 34 metres at Target 8. At Target 1 all six holes drilled encountered broad mineralisation, indicating the presence of a 60 metres wide zone, which remains open in all directions, including at depth. Over 50% of holes drilled ended in mineralisation, with an average hole length of just 50 metres, which offers encouragement for future drill programmes. Due to the shallow nature of the reconnaissance drill programme into the underlying bedrock, the results of ICP-MS (4 acids) analysis data in conjunction with the corresponding gold assays has provided the Company with a larger dataset from which to understand and interpret the large Tambor gold soil anomaly. These results together with the permit’s proximal location to several Tier 1 gold deposits located within the Kédougou-Kéniéba Inlier underpin the importance and possible large scale of in-situ bedrock gold mineralisation at the Tambor anomaly. Further drill programmes are planned to define the size and grade of the mineralisation, and allow for mineral resources to be reported in the future. 17 Cora | Annual Report | 2024 Strategic Report – Gold Permits For the year ended 31 December 2024 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 contiguous permits as set out in the table below). Permit name (type) Area sq km Date awarded Expiry Maximum interest (pre-dilution by State) Comments (also see Note C) Bokoro II (exploration) Note A 95-100% ^ Subject to third party 1% NSR royalty Bokoro Est (exploration) 100 18 September 2019 September 2028 * 95-100% ^ Subject to third party 1% NSR royalty Dako II (exploration) 44.66 31 December 2018 December 2027 * 100% Subject to third party 1.5% NSR royalty with right to buyout for US$500,000 Kodiou (exploration) Note B Earning up to 100% through payment of staged fees to joint venture partner totalling US$55,000 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 * Based on two interim renewals being duly completed in accordance with the regulations. Interim renewals being on the third and sixth anniversaries of the date awarded. During the period of the Mali government’s moratorium on issuing permits (which was announced on 28 November 2022 and was partially lifted on 15 March 2025) processes both for the submission of applications for interim renewals and for the issuance of interim renewals were affected; with effect from 15 March 2025 these processes have resumed. ^ 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 areas of the Bokoro II, Bokoro Est and Sanankoro II permits. 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. NSR Net Smelter Return. Note A Permit awarded on 25 August 2015 over an area of 63.1 sq km; permit subsequently expired; new application to be submitted following the Mali government’s partial lifting of its moratorium on issuing permits with effect from 15 March 2025. Note B Permit awarded on 15 May 2015 over an area of 50 sq km; permit subsequently expired; new application to be submitted following the Mali government’s partial lifting of its moratorium on issuing permits with effect from 15 March 2025. Note C 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. Following the Mali government’s partial lifting of its moratorium on issuing permits with effect from 15 March 2025, Cora intends to submit an application for a mining permit in relation to mine development at the Sanankoro Gold Project (the ‘Sanankoro Mining Permit’). The proposed area of the Sanankoro Mining Permit will comprise parts of the area of each of the Bokoro II, Kodiou and Sanankoro II exploration permits. As a result of the re-drawing of the various permit boundaries the proposed area of the Sanankoro Mining Permit will be subject to the following royalty arrangements: • such part of the Sanankoro Mining Permit 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 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); plus • the Sanankoro Mining Permit 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 three years of 14 October 2022, otherwise a new ESIA will be required to be completed and submitted for a new environmental permit. 18 Cora | Annual Report | 2024 Kenieba Project Area in the Kenieba Window, west Mali / east Senegal Cora’s one permit in the Kenieba Project Area (west Mali / east Senegal) is Madina Foulbé, east Senegal (as set out in the table below). Permit name (type) Area sq km Date awarded Expiry Maximum interest (pre-dilution by State) Comments Madina Foulbé (exploration) Note D 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 Subject to third party 2% NSR royalty with right to buyout for US$2-2.5 million depending upon gold price # Based on two interim renewals being duly completed in accordance with the regulations. Interim renewals being on the fourth and seventh anniversaries of the date awarded. NSR 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. 19 Cora | Annual Report | 2024 Strategic Report – Finance Review For the year ended 31 December 2024 Results of operations For the year ended 31 December 2024 Cora Gold Limited (‘Cora’ or ‘the Company’) and its subsidiaries (together the ‘Group’) reported a loss for the year of US$1,095k (2023: loss US$2,954k). Excluding finance costs of US$37k (2023: US$643k), impairment charges of US$nil (2023: US$1,777k), share based payment charges of US$47k (2023: US$85k), foreign exchange losses of US$31k (2023: loss US$16k) and interest income of US$220k (2023: US$675k), the adjusted loss for the year was US$1,200k (2023: loss US$1,108k). The decrease in finance costs in 2024 compared to 2023 was the result of the conversion and maturity of certain Convertible Loan Notes during Q1 2024. In May 2025, in connection with the preparation of the financial statements for the year ended 31 December 2024, the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) undertook an impairment review of the carrying value of the Group’s intangible assets. This has resulted in an impairment charge in the year to 31 December 2024 of US$nil (2023: US$1,777k). The impairment charges are outlined in Note 10 to the consolidated financial statements and related to projects which were terminated. During the year ended 31 December 2024 the Group invested US$1,345k (2023: US$1,786k) in project costs on its various permits and the carrying value of the Group’s capitalised project costs, net of the impairment charge of US$nil (2023: US$1,777k) relating to the permits, increased from US$23,835k as at 31 December 2023 to US$25,180k as at 31 December 2024. Cash and cash equivalents as at 31 December 2024 were US$879k, being a decrease of US$15,972k from the previous year’s level of US$16,851k. A key factor in this decrease was the repayment of US$12,791k of Convertible Loan Notes plus 5% premium (US$649k) thereon during Q1 2024. Total net assets of the Group as at 31 December 2024 were US$25,879k (2023: US$24,655k). Financing During the year ended 31 December 2024: • 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 Convertible Loan Notes for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278 per ordinary share. The Conversion was completed on 12 March 2024. Certain directors of the Company participated in the Conversion. • on 12 March 2024 issued and outstanding Convertible Loan Notes for a total of US$12,971,500 matured. The Company repaid the principal amount of the outstanding Convertible Loan Notes totalling US$12,971,500 plus the 5% premium. As a result the Company no longer had an unsecured obligation in relation to issued and outstanding Convertible Loan Notes. On 01 April 2025 the Company closed a subscription for 32,624,205 ordinary shares at a price of GBP£0.0475 per ordinary share for total gross proceeds of GBP£1,549,649.74 (the ‘2025 Fundraise’). Each ordinary share subscribed in the 2025 Fundraise has a warrant attached to subscribe for one new ordinary share at a price of GBP£0.07 per ordinary share expiring on 01 April 2027. 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 2024 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 2024 the Group held cash and cash equivalents totalling US$879k. The majority of the total balance of cash and cash equivalents held by the Group as at 31 December 2024 is denominated in United States dollar. As at 30 April 2025, the Group held cash and cash equivalents totalling US$2,096k. The majority of the total balance of cash 20 Cora | Annual Report | 2024 and cash equivalents held by the Group as at 30 April 2025 is denominated in British Pound sterling, being the currency of the most recent fundraising closed by the Company on 01 April 2025 for total gross proceeds of GBP£1.550 million. 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. The Company is working to update the 2022 Definitive Feasibility Study and anticipates making an announcement on this later in 2025. On 28 November 2022 the Mali government announced the suspension of issuing permits in the mining sector. On 15 March 2025 this moratorium was partially lifted by the government such that, in accordance with the provisions of the 2023 Mining Code and its implementing regulations, the mining administration can receive for processing: • applications to renew exploration permits and mining permits; • applications for the transition from the exploration phase to the mining phase; and • applications for direct and indirect transfer(s) of mining permits. This partial lifting of the moratorium does not apply to: • applications for the issuance of new titles in the mining sector; or • applications for the transfer of exploration permits. The Company is actively engaging with the mining administration in Mali with a view to being issued a mining permit for the Sanankoro Gold Project and, in due course, construction will commence. 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. 21 Cora | Annual Report | 2024 Strategic Report – Finance Review continued For the year ended 31 December 2024 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. 22 Cora | Annual Report | 2024 Strategic Report – Risk Factors For the year ended 31 December 2024 The business and operations of the Group are subject to a number of risk factors which may be subdivided into the following categories: Exploration and development risks, including but not limited to: • mineral exploration is speculative and uncertain; • 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; and • the volume and grade of ore recovered may not conform to current expectations. Permitting and title risks, including but not limited to: • licences and permits; and • 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 and security risks, including but not limited to: • political stability; • British Virgin Islands company law risks; • enforcement of foreign judgements; and • potential legal proceedings or disputes may have a material adverse effect on the Group’s financial performance, cash flow and results of operations. Financial risks, including but not limited to: • foreign exchange effects; • 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; and • the Group’s insurance may not cover all potential losses, liabilities and damage related to its business and certain risks are uninsured and uninsurable. Commodity prices and input costs, including but not limited to: • the price of gold and key consumables may affect the economic viability of ultimate production; and • revenues and financial performance are dependent on the price of gold. Operational risks, including but not limited to: • availability of local facilities; • artisanal mining; • time and cost involved in establishing a resource estimate; • adverse seasonal weather; • 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; and 23 Cora | Annual Report | 2024 Strategic Report – Risk Factors continued For the year ended 31 December 2024 • 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. On 28 November 2022 the Mali government announced the suspension of issuing permits in the mining sector. On 15 March 2025 this moratorium was partially lifted by the government such that, in accordance with the provisions of the 2023 Mining Code and its implementing regulations, the mining administration can receive for processing: • applications to renew exploration permits and mining permits; • applications for the transition from the exploration phase to the mining phase; and • applications for direct and indirect transfer(s) of mining permits. This partial lifting of the moratorium does not apply to: • applications for the issuance of new titles in the mining sector; or • applications for the transfer of exploration permits. During the period of the moratorium the processes for submission of applications both for new permits and for interim renewals, and for the issuance of new permits and interim renewals have been affected. This impacted the interim renewals of the Bokoro Est, Dako II and Sanankoro II exploration permits, and applications for new permits in relation to the Bokoro II and Kodiou exploration permits which both expired in 2023. The Company is actively engaging with the mining administration regarding these matters and being issued a mining permit for the Sanankoro Gold Project. 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 24 Cora | Annual Report | 2024 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 the 2023 Mining Code and Local Content (for the Mining Sector) Code. The supporting and implementation texts for these Codes were published in July 2024. 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 that of Burkina Faso and Niger, to withdraw from ECOWAS. The withdrawal of these three countries from ECOWAS took effect on 29 January 2025. On 07 May 2025, following a pro‑democracy rally and citing ‘reasons of public order’, Mali’s government suspended the activities of political parties and on 13 May 2025 all political parties were dissolved. Mali faces significant security risks, including terrorism, inter-communal violence, and criminal activities, particularly in the north and central regions. Kidnapping, especially targeting foreigners, is a major concern, and terrorist attacks are a persistent threat, including in and around the capital Bamako. The security situation is further complicated by ongoing military operations and the involvement of various armed groups. Financial risks The board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) 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 16 May 2025 25 Cora | Annual Report | 2024 Directors’ Report For the year ended 31 December 2024 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 2024. 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). 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 Paul Quirk Non-Executive Director The director who held office during the year but not up to the date of this report is set out below: David Pelham Non-Executive Director (Independent); resigned 13 January 2025 The director who held office after the year end and up to the date of this report is set out below: Adam Davidson Non-Executive Director (Independent); appointed 13 January 2025 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) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or (iii) 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. Bowie (appointed a director on 01 July 2019) and Monro (appointed a director on 02 January 2020) were each re-elected directors of the Company at the 2024 Annual General Meeting. Resolutions to re-elect each of Messrs. Chubb (appointed a director on 07 October 2020), Davidson (appointed a director on 13 January 2025) and Quirk (appointed a director on 30 May 2017) as directors of the Company will be put before the 2025 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 31 to 33, 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 2024 are set out in the Consolidated Statement of Comprehensive Income. The directors do not recommend payment of a dividend for the year (2023: US$nil). 26 Cora | Annual Report | 2024 Directors’ and officers’ liability insurance As at the date of this report the Company has directors’ and officers’ liability insurance to cover claims up to a maximum of GBP£5 million. This insurance expires on 30 September 2025 when the Board will consider its renewal. 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. In preparing the financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • 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 16 May 2025. Robert Monro Chief Executive Officer & Director 16 May 2025 27 Cora | Annual Report | 2024 Corporate Governance Report For the year ended 31 December 2024 In November 2023 the Quoted Companies Alliance (‘QCA’) updated its Corporate Governance Code dated April 2018 (the ‘QCA Code 2018’). The QCA’s Corporate Governance Code 2023 (the ‘QCA Code 2023’) came into effect for accounting periods commencing on or after 01 April 2024. The QCA Code 2018 and the QCA Code 2023 each take key elements of good governance and apply them in manners which are workable for the different needs of growing companies. The QCA Code 2018 and the QCA Code 2023 are each constructed around ten broad principles and sets of disclosures. Cora Gold Limited’s (‘Cora’ or ‘the Company’) directors recognise the importance of sound corporate governance, and in 2018 the Company adopted the QCA Code 2018 and applied its ten principles. On 12 November 2024 the Company adopted the QCA Code 2023 with immediate effect and has applied its ten principles, except as specifically noted below. The Company’s compliance with the QCA Code 2023 is as described below which sets out the manner of compliance with the QCA Code 2023 or states that the manner of compliance is described in the information provided on the Company’s website at www.coragold.com. 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 2023 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 2023 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 2024 is the Company’s decision to adopt the QCA’s updated Corporate Governance Code, the QCA Code 2023, and apply its ten principles. The Principles of the QCA Code 2023 Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders Cora has established a strategy and business model, the purpose of which is to promote long-term value for shareholders. The strategy and business model 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, which underpins its strategy and business model, 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 model 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. 28 Cora | Annual Report | 2024 Principle 2: 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 model 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 3: 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 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 4: Take into account wider stakeholder interests, including social and environmental 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. Cora has identified the following internal stakeholders: • shareholder and loan note holders; • the directors of the Company; and • all members of the Company’s management team (in compliance, administrative and field-based roles). 29 Cora | Annual Report | 2024 Corporate Governance Report continued For the year ended 31 December 2024 Cora has identified the following external stakeholders: • suppliers of goods and equipment; • drilling contractors; • assay laboratories; • securities regulators; • local governments (Mali and Senegal); • ministerial departments responsible for administering mineral exploration activities to take place; and • local communities. The Company will take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success. 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, business model and plan, the Company has adopted a Health and Safety, Community Relations and Environmental Impact Policy which governs its social and environmental responsibility plans - the principal elements of this policy incorporate: • health and safety responsibility; • 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); • 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 5: Embed effective risk management, internal controls and assurance activities, 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 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, including internal controls and assurance activities, 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. As the Company grows then the risk management framework, including internal controls and assurance activities, will develop accordingly. 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 6: Establish and 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. 30 Cora | Annual Report | 2024 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, Adam Davidson 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 was appointed a director of Cora in 2019 and later that year took up the role of Chair of the Board. 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 was appointed a director of Cora in 2020. 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 eight 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 four 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. Adam Davidson, Non-Executive Director (Independent) Adam was appointed a director of Cora in January 2025. Adam was the founder and Chief Executive Officer of AIM-listed Trident Royalties plc, a diversified mining royalty and streaming company which was acquired by Deterra Royalties Limited (ASX:DRR) in 2024. Prior to that Adam spent six years as an investment manager with Resource Capital Funds before which he worked with BMO Capital Markets and Orica Mining Services. Adam commenced his career at T. Rowe Price and served in the United States Marine Corps Reserve. Adam is also a non-executive director of South Atlantic Gold Inc (TSX-V:SAO). Adam 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 was originally appointed a director of Cora in 2017 and took up the role of Chief Executive Officer in 2020. Bert has significant experience in both the resource sector and the City. Most notably, he spent over 10 years at Hummingbird Resources plc, 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 an AIM-listed gold miner with over 6 Moz of gold resources in West Africa. Bert is deemed non-independent for the purpose of corporate governance by virtue of being an executive officer of the Company. 31 Cora | Annual Report | 2024 Corporate Governance Report continued For the year ended 31 December 2024 Paul Quirk, Non-Executive Director Paul was appointed a director of Cora in 2017. 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 Chief Financial Officer, Craig Banfield, is an executive officer of the Company. Mr Banfield co-founded Cora in 2012 and since then has held 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 2024 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: Share options over number of ordinary shares (exercise price per ordinary share (stated in British pound sterling); expiring date) Number of ordinary shares 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 Edward Bowie 733,423 350,000 300,000 800,000 Andrew Chubb 647,439 300,000 250,000 750,000 Robert Monro 2,396,766 1,500,000 2,500,000 5,000,000 David Pelham Resigned 13 January 2025 – 300,000 250,000 750,000 Paul Quirk 14,208,389 a 800,000 250,000 750,000 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: Share options over number of ordinary shares (exercise price per ordinary share (stated in British pound sterling); expiring date) Number of ordinary shares 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 6.25 pence; 01 April 2030 Edward Bowie 838,686 350,000 300,000 800,000 1,000,000 Andrew Chubb 647,439 300,000 250,000 750,000 850,000 Adam Davidson Appointed 13 January 2025 404,210 – – – 850,000 Robert Monro 2,638,871 1,500,000 2,500,000 5,000,000 5,200,000 Paul Quirk 14,612,599 a 800,000 250,000 750,000 850,000 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. 32 Cora | Annual Report | 2024 As at 31 December 2024 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). As at the date of this report the Company’s largest shareholder Brookstone Business Inc held 150,836,532 ordinary shares (being 31.11% 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 2023, 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 34.13%) 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 2024 the members of the AIM compliance & corporate governance committee were Andrew Chubb (chair of the committee), Edward Bowie and David Pelham (resigned 13 January 2025). 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 Adam Davidson (appointed 13 January 2025). 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 2024 the members of the audit committee were Andrew Chubb (chair of the committee), Edward Bowie and David Pelham (resigned 13 January 2025). As at the date of this report the members of the audit committee are Andrew Chubb (chair of the committee), Edward Bowie and Adam Davidson (appointed 13 January 2025). 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 2024 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. 33 Cora | Annual Report | 2024 Corporate Governance Report continued For the year ended 31 December 2024 Below is a table summarising the attendance record of each director at Board and committee meetings held during the year ended 31 December 2024: Committee Board AIM compliance & corporate governance Audit Remuneration & nominations Number of meetings held 10 2 2 2 Record of attendance: Edward Bowie 10 / 10 2 / 2 2 / 2 2 / 2 Andrew Chubb 8 / 10 2 / 2 2 / 2 2 / 2 Robert Monro 10 / 10 – – – David Pelham Resigned 13 January 2025 9 / 10 2 / 2 2 / 2 – Paul Quirk 10 / 10 – – 2 / 2 As Chair of the Board of Directors I believe I lead a well-functioning and balanced team on the Board. Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities 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 model and plan to reflect the development of the Company. The biographical details of the directors are set out above. The biographies demonstrate that collectively the Board has an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of individual 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, Adam Davidson 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 2024 it is considered that at this stage there is no need to seek additional experience, skills and capabilities on the Board. Principle 8: 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: • suitability of experience and input to the Board; • attendance at Board and committee meetings; and • interaction with management in relevant areas of expertise to ensure insightful input into the Company’s business. 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. 34 Cora | Annual Report | 2024 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. As regards notable work of the remuneration & nominations committee undertaken during 2024, in December 2024 the remuneration & nominations committee reviewed Board and senior management performance and noted that: • both senior management and non-executive directors make material contributions; and • senior management perform very well in terms of corporate administration and governance, and in delivering work programmes on tight budgets and with good results. Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture 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. The Group operates within a competitive environment and its performance depends upon the individual contributions of the directors and senior management. The objective of the Company’s remuneration policy is to incentivise long-term growth and shareholder returns. 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 returns. 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, in line with the Company’s purpose, strategy and culture. Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders The Company maintains a website at www.coragold.com which provides information about the Company’s strategy and business model, and provides updates on its operations and governance. In addition, the Company maintains a dialogue with shareholders and other key stakeholders by the issue of press releases as required by AIM. 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 and other general meetings when shareholders will be encouraged to ask questions of the Board and the Company’s senior management. This structure will assist in: • the communication of shareholders’ views to the Board; and • the shareholders’ understanding of the unique circumstances and constraints faced by the Company. 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 2024. 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 2024 or subsequently. Notable work undertaken during 2024 by other Board committees includes: • in May 2024 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 2023, and it was noted that there were no material matters arising; and 35 Cora | Annual Report | 2024 Corporate Governance Report continued For the year ended 31 December 2024 • in November 2024 the AIM compliance & corporate governance committee reviewed the Company’s compliance with the QCA Code 2018 and, once adopted, the QCA Code 2023. 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 16 May 2025. Edward Bowie Non-Executive Director & Chair of the Board of Directors 16 May 2025 36 Cora | Annual Report | 2024 Remuneration Report For the year ended 31 December 2024 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 of the Company (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 2024 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, in line with the Company’s purpose, strategy and culture. 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. 37 Cora | Annual Report | 2024 Remuneration Report continued For the year ended 31 December 2024 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 2024 are set out in the table below: Share options over number of ordinary shares (exercise price per ordinary share; expiring date) Fees in GBP£ Salary in GBP£ Other short term benefits a in GBP£ Post- employment benefits b in GBP£ 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 Edward Bowie 1,2,3 Non-Executive Director & Chair of the Board of Directors 40,000 – – – 350,000 300,000 800,000 Andrew Chubb 1,2,3 Non-Executive Director 30,000 – – – 300,000 250,000 750,000 Robert Monro Chief Executive Officer & Director – 180,000 2,252 9,000 1,500,000 2,500,000 5,000,000 David Pelham 1,2 Non-Executive Director Resigned 13 January 2025 30,000 – – – 300,000 250,000 750,000 Paul Quirk 3 Non-Executive Director 30,000 – – – 800,000 250,000 750,000 Craig Banfield Chief Financial Officer & Company Secretary – 115,000 1,106 5,750 750,000 1,200,000 2,300,000 Total 130,000 295,000 3,358 14,750 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 personal medical, accident and travel insurance. b pension contributions. 38 Cora | Annual Report | 2024 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) Fees in GBP£ Salary in GBP£ Other short term benefits a in GBP£ Post- employment benefits b in GBP£ 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 Edward Bowie 1,2,3 Non-Executive Director & Chair of the Board of Directors 36,667 – – – 350,000 300,000 800,000 Andrew Chubb 1,2,3 Non-Executive Director 27,500 – – – 300,000 250,000 750,000 Robert Monro Chief Executive Officer & Director – 171,667 2,112 8,583 1,500,000 2,500,000 5,000,000 David Pelham 1,2 Non-Executive Director Resigned 13 January 2025 27,500 – – - 300,000 250,000 750,000 Paul Quirk 3 Non-Executive Director 27,500 – – – 800,000 250,000 750,000 Craig Banfield Chief Financial Officer & Company Secretary – 110,833 1,163 5,542 750,000 1,200,000 2,300,000 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 personal medical, accident and travel insurance. b pension contributions. Pensions In compliance with the Pensions Act 2008 of the United Kingdom (‘UK’) 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). 39 Cora | Annual Report | 2024 Remuneration Report continued For the year ended 31 December 2024 Nominations On 13 January 2025 Adam Davidson was appointed a Non-Executive Director of the Company. A resolution will be put before the 2025 Annual General Meeting to re-elect Adam Davidson as a Director of the Company having been appointed since the date of the last annual general meeting. Following the resignation of David Pelham as a Non-Executive Director of the Company on 13 January 2025, Adam Davidson was appointed a member of the AIM compliance & corporate governance committee and the audit committee. There are no nominations in respect of additional directors to be appointed to the Board. Notable work of the remuneration & nominations committee undertaken during 2024 The remuneration & nominations committee reviews Board and senior management performance, and notes that: • both senior management and non-executive directors make material contributions; and • senior management perform very well in terms of corporate administration and governance, and in delivering work programmes on tight budgets and with good results. Edward Bowie Chair of the remuneration & nominations committee 16 May 2025 40 Cora | Annual Report | 2024 Independent Auditor’s Report to the Members of Cora Gold Limited Opinion We have audited the financial statements of Cora Gold Limited (the ‘Group’) for the year ended 31 December 2024 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 2024 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: • Holding discussions with management surrounding their assessment of going concern; • Reviewing and assessing the accuracy and completeness of monthly forecast financial information provided by management over the 12 months to 31 May 2026 by reference to historic results and expectations based on known contractual and committed expenditures versus discretionary project spend; and • 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$646,000 (2023: US$610,000) based on 2.5% of net assets (2023: 2.5% of net assets). Performance materiality was set at a level of 70%, being US$452,000 (2023: US$427,000). 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 41 Cora | Annual Report | 2024 Independent Auditor’s Report to the Members of Cora Gold Limited continued 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$32,000 (2023: US$30,000). 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 intangible assets (Accounting policy 2.8; Notes 4 and 10) The Group holds intangible assets of approximately $25.2m 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 (‘DFS’) published in 2022 and optimised project economics. However, as a result of the moratorium in Mali on issuing new permits, there has been a delay in progressing to the construction phase. On 7 March 2025, the Mali government announced the partial lifting of its moratorium on issuing permits in the mining sector with effect from 15 March 2025. However it is as yet unclear on what this will mean for the group in terms of its existing licences and new applications. 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; Our work included the following: • Discussion with group management and lawyers in Mali to gain an understanding of the current status of the moratorium in the context of the current status of licences and permits, and the application and renewal procedures for new and existing licences; • Confirmation that the Group has good title to the applicable exploration licences, and has fulfilled any specific conditions therein; • Consideration of management’s impairment reviews in light of impairment indicators identified within IFRS 6, including corroboration and challenge thereof; • Reviewing available technical reports surrounding key projects, including the updated Mineral Resource Estimate for the Sanankoro Project as announced in 2025 and the DFS issued in 2022; • A review of progress at the projects during the year and post-year end, including reviewing publicly available information; 42 Cora | Annual Report | 2024 • Decision made to discontinue activities on a licence; • 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. • Performing substantive testing of a sample of capitalised costs including consideration of appropriateness of capitalisation in accordance with IFRS 6; and • Considering the appropriateness of disclosures included in the financial statements. We draw attention to the disclosures made within the Strategic Report in relation to the moratorium on issuing new permits in Mali, which has been partially lifted since 15 March 2025. The group is actively engaging with the mining administration in Mali with a view to ultimately being issued a mining permit for the Sanankoro Gold Project. 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 relevant applications for new permits and interim renewals, as well as the mining permit, not be forthcoming, 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. 43 Cora | Annual Report | 2024 Independent Auditor’s Report to the Members of Cora Gold Limited continued 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: • 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: • Making enquiries of management; • A review of Board minutes; • A review of legal ledger accounts; and • A review of regulatory news service (‘RNS’) announcements. • 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 11 April 2025. 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) 15 Westferry Circus For and on behalf of PKF Littlejohn LLP Canary Wharf Registered Auditor London E14 4HD 16 May 2025 44 Cora | Annual Report | 2024 Consolidated Statement of Financial Position As at 31 December 2024 All amounts stated in thousands of United States dollar Note(s) 2024 US$’000 2023 US$’000 Non-current assets Intangible assets 10 25,180 23,835 Current assets Trade and other receivables 11 36 85 Cash and cash equivalents 12 879 16,851 915 16,936 Total assets 26,095 40,771 Current liabilities Trade and other payables 13 (216) (254) Convertible loan notes 14 – (15,862) Total liabilities (216) (16,116) Net current assets 699 820 Net assets 25,879 24,655 Equity and reserves Share capital 16 33,813 31,541 Retained deficit (7,934) (6,886) Total equity 25,879 24,655 The consolidated financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 16 May 2025 and were signed on its behalf by Robert Monro Chief Executive Officer & Director 16 May 2025 The notes on pages 49 to 69 form an integral part of the Consolidated Financial Statements. 45 Cora | Annual Report | 2024 Consolidated Statement of Comprehensive Income For the year ended 31 December 2024 All amounts stated in thousands of United States dollar (unless otherwise stated) Note(s) 2024 US$’000 2023 US$’000 Expenses Overhead costs 6 (1,278) (1,209) Finance costs 14 (37) (643) Impairment of intangible assets 10 – (1,777) (1,315) (3,629) Other income Interest income 7 220 675 220 675 Loss before income tax (1,095) (2,954) Income tax 8 – – Loss for the year (1,095) (2,954) Other comprehensive income – – Total comprehensive loss for the year (1,095) (2,954) Earnings per share from continuing operations attributable to owners of the parent Basic and fully diluted earnings per share (United States dollar) 9 (0.0025) (0.0083) The notes on pages 49 to 69 form an integral part of the Consolidated Financial Statements. 46 Cora | Annual Report | 2024 Consolidated Statement of Changes in Equity For the year ended 31 December 2024 All amounts stated in thousands of United States dollar Share capital US$’000 Retained deficit US$’000 Total equity US$’000 As at 01 January 2023 28,202 (4,017) 24,185 Loss for the year – (2,954) (2,954) Total comprehensive loss for the year – (2,954) (2,954) Proceeds from shares issued 3,928 – 3,928 Issue costs (589) – (589) Share based payments – share options – 85 85 Total transactions with owners, recognised directly in equity 3,339 85 3,424 As at 31 December 2023 31,541 (6,886) 24,655 As at 01 January 2024 31,541 (6,886) 24,655 Loss for the year – (1,095) (1,095) Total comprehensive loss for the year – (1,095) (1,095) Proceeds from shares issued 2,279 – 2,279 Issue costs (7) – (7) Share based payments – share options – 47 47 Total transactions with owners, recognised directly in equity 2,272 47 2,319 As at 31 December 2024 33,813 (7,934) 25,879 The notes on pages 49 to 69 form an integral part of the Consolidated Financial Statements. 47 Cora | Annual Report | 2024 Consolidated Statement of Cash Flows For the year ended 31 December 2024 All amounts stated in thousands of United States dollar Note(s) 2024 US$’000 2023 US$’000 Cash flows from operating activities Loss for the year (1,095) (2,954) Adjustments for: Share based payments – share options 47 85 Finance costs 37 643 Impairment of intangible assets 10 – 1,777 Decrease in trade and other receivables 49 6 (Decrease) / increase in trade and other payables (38) 61 Net cash used in operating activities (1,000) (382) Cash flows from investing activities Additions to intangible assets 10 (1,345) (1,786) Net cash used in investing activities (1,345) (1,786) Cash flows from financing activities Proceeds from convertible loan notes issued 14 – 15,875 Repayment of convertible loan notes – principal amount 14 (12,971) (625) Repayment of convertible loan notes – finance costs 14 (649) (31) Proceeds from shares issued 16 – 3,928 Issue costs 16 (7) (589) Net cash (used in) / generated from financing activities (13,627) 18,558 Net (decrease) / increase in cash and cash equivalents (15,972) 16,390 Cash and cash equivalents at beginning of year 12 16,851 461 Cash and cash equivalents at end of year 12 879 16,851 The notes on pages 49 to 69 form an integral part of the Consolidated Financial Statements. 48 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements For the year ended 31 December 2024 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 Company’s and 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 Effective date Amendment to IAS 1: Classification of Liabilities as Current or Non-current 01 January 2024 Amendments to IAS 21: The Effects of Change in Foreign Exchange Rate: Lack of Exchangeability 01 January 2025 Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Postponed ^ IFRS 14: Regulatory Deferral Accounts To be confirmed ^ IFRS 18: Presentation and Disclosure in Financial Statements To be confirmed ^ IFRS 19: Subsidiaries Without Public Accountability: Disclosures To be confirmed ^ Amendments to IFRS 9 and IFRS 7: Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments To be confirmed ^ Annual Improvements to IFRS Standards – Volume 11 To be confirmed ^ Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity To be confirmed ^ ^ Not yet endorsed in the EU. 49 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) The Group is evaluating the impact of the new and amended standards above. The directors believe that these new and amended standards are not expected to have a material impact on the Group’s results or shareholders’ funds. 2.2. Basis of consolidation The consolidated financial statements incorporate those of the Company and its subsidiary undertakings for all periods presented. Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity. Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group entities are eliminated on consolidation. As at 31 December 2024 and 2023 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. The Company is working to update the 2022 Definitive Feasibility Study and anticipates making an announcement on this later in 2025. On 28 November 2022 the Mali government announced the suspension of issuing permits in the mining sector. On 15 March 2025 this moratorium was partially lifted by the government such that, in accordance with the provisions of the 2023 Mining Code and its implementing regulations, the mining administration can receive for processing: 50 Cora | Annual Report | 2024 • applications to renew exploration permits and mining permits; • applications for the transition from the exploration phase to the mining phase; and • applications for direct and indirect transfer(s) of mining permits. This partial lifting of the moratorium does not apply to: • applications for the issuance of new titles in the mining sector; or • applications for the transfer of exploration permits. The Company is actively engaging with the mining administration in Mali with a view to being issued a mining permit for the Sanankoro Gold Project and, in due course, construction will commence. The directors are confident in the ability of the Company to fund working capital requirements over the 12 month period from the date of approval of these financial statements, using its current balance of cash and cash equivalents. The forecasts demonstrate that in the event that development of the Sanankoro Gold Project: • is deferred, then: the Group has the ability to meet all ongoing working capital requirements and committed payments during the 12 month period from the date of approval of these financial statements; and the directors are confident in the ability of the Group to raise additional funding in subsequent periods from the issue of equity or the sale of assets as and when this is required. • continues, then: the Group will require additional funds during the going concern period in order to undertake all the planned discretionary exploration, evaluation and development activities; and the directors are confident in the ability of the Group to raise additional funding when required from the issue of equity or the sale of assets, and from secured debt finance in relation to the Sanankoro Gold Project. Any delays in the timing and / or quantum of raising and / or securing additional funds can be accommodated by deferring discretionary exploration, evaluation and development expenditure. The directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. 2.5. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) that makes strategic decisions. 2.6. Foreign currencies (i) Functional and presentational currency Items included in the financial statements of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The financial statements are presented in United States dollar, rounded to the nearest thousand, which is the Company’s and Group’s functional and presentational currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 2.7. Investments Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified in the Company accounts. These investments are consolidated in the Group consolidated accounts. 51 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 2.8. Intangible assets The Group has adopted the provisions of IFRS 6 Exploration for and Evaluation of Mineral Resources. The Group capitalises expenditure as project costs, categorised as intangible assets, when it determines that those costs will be successful in finding specific mineral resources. Expenditure included in the initial measurement of project costs and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production. Project costs are recorded and held at cost. An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise and carry forward project costs in relation to that area of interest. Accumulated capitalised project costs in relation to (i) an expired permit, (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to profit or loss in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased. Exploration and evaluation costs are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. 2.9. Financial assets Classification The Group’s financial assets consist of financial assets held at amortised cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets held at amortised cost Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains / (losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. They are included in current assets, except for maturities greater than 12 months after the reporting date, which are classified as non-current assets. The Group’s financial assets at amortised cost comprise trade and other current assets and cash and cash equivalents at the year-end. Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Financial assets are subsequently carried at amortised cost using the effective interest method. Impairment of financial assets The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables due within 12 months the Group applies the simplified approach permitted by IFRS 9 Financial Instruments. Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset’s lifetime expected credit losses at each reporting date. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. 52 Cora | Annual Report | 2024 The criteria that the Group uses to determine that there is objective evidence of an impairment loss include: • significant financial difficulty of the issuer or obligor; • a breach of contract, such as a default or delinquency in interest or principal repayments; • the Group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; • it becomes probable that the borrower will enter bankruptcy or other financial reorganisation. The Group first assesses whether objective evidence of impairment exists. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the loss is recognised in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. 2.10. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand, and are subject to an insignificant risk of changes in value. 2.11. Convertible loan notes The convertible loan notes, convertible into ordinary shares in the capital of the Company, issued during the year ended 31 December 2023 are not for a fixed number of ordinary shares and in the event that they are not converted then repayment is in cash. In accordance with IAS 32 Financial Instruments: Presentation the Company’s convertible loan notes are classified as financial liability instruments and held at amortised cost in accordance with IFRS 9 Financial Instruments. Proceeds from the issue of convertible loan notes are recognised as debt until such time as they are converted either at the election of the holder or when certain preconditions are satisfied when they become recognised as equity. The finance costs of the premium due upon repayment of convertible loan notes are accrued over the term of the convertible loan notes and recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings. 2.12. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.13. Reserves Retained (deficit) / earnings – the retained (deficit) / earnings reserve includes all current and prior periods retained profit and losses, and share based payments. 2.14. Financial liabilities at amortised cost Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. Other financial liabilities are initially measured at fair value. They are subsequently measured at amortised cost using the effective interest method. Convertible loan notes are held at amortised cost in accordance with IFRS 9 Financial Instruments. The finance costs of the premium due upon repayment of convertible loan notes are accrued over the term of the convertible loan notes. 53 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Financial liabilities are de-recognised when the Group’s contractual obligations expire or are discharged or cancelled. 2.15. Provisions The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs. All provisions are discounted to their present value. 2.16. Taxation Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. 2.17. Share based payments Equity-settled share based payments with employees and others providing services are measured at the fair value of the equity instruments at the grant date. Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and services, except where the fair value cannot be estimated reliably in which case they are valued at the fair value of the equity instrument granted. Fair value is measured by use of an appropriate pricing model. The Company has adopted the Black-Scholes Model for this purpose. The cost of share based payments is recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings. 3. Financial risk management 3.1. Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by the management team under policies approved by the Board. (i) Market risk The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The directors will continue to assess the effect of movements in market risks on the Group’s financial operations and initiate suitable risk management measures where necessary. (ii) Credit risk Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties. 54 Cora | Annual Report | 2024 The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. (iii) Liquidity risk Cash flow and working capital forecasting is performed for all entities in the Group for regular reporting to the Board. The directors monitor these reports and forecasts to ensure the Group has sufficient cash to meet its operational needs. 3.2. Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time. 4. Judgements and key sources of estimation uncertainty The preparation of the financial statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these financial statements. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include, but are not limited to: Carrying value of 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. 55 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 5. Segmental analysis The Group operates principally in West Africa, with operations managed on a project by project basis. Activities outside of Africa are corporate 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: Africa US$’000 Corporate US$’000 Total US$’000 Year ended 31 December 2024 Overhead costs 229 1,049 1,278 Finance costs – 37 37 Interest income – (220) (220) Loss from operations per reportable segment 229 866 1,095 As at 31 December 2024 Reportable segment assets 25,226 869 26,095 Reportable segment liabilities (159) (57) (216) Africa US$’000 Corporate US$’000 Total US$’000 Year ended 31 December 2023 Overhead costs 70 1,139 1,209 Finance costs – 643 643 Impairment of intangible assets 1,777 – 1,777 Interest income – (675) (675) Loss from operations per reportable segment 1,847 1,107 2,954 As at 31 December 2023 Reportable segment assets 23,884 16,887 40,771 Reportable segment liabilities (146) (15,970) (16,116) 56 Cora | Annual Report | 2024 6. Expenses by nature 2024 US$’000 2023 US$’000 Employees’ and directors’ remuneration (see below) 689 635 Legal and professional 167 247 Consultants 165 – General administration 77 101 Auditor’s remuneration (see below) 56 54 Travel 29 15 Investor relations and conferences 17 56 1,200 1,108 Share based payments – share options 47 85 Foreign exchange loss 31 16 Overhead costs 1,278 1,209 Employees’ and directors’ remuneration The average monthly number of employees and directors was as follows: 2024 2023 Non-executive directors 4 4 Employees 15 26 Total average number of employees and directors 19 30 Employees’ and directors’ remuneration comprised: 2024 US$’000 2023 US$’000 Wages and salaries 853 1,047 Non-executive directors’ fees 166 149 Social security costs 113 128 Pension contributions 19 18 Total employees’ and directors’ remuneration 1,151 1,342 Capitalised to project costs (intangible assets) (462) (707) Employees’ and directors’ remuneration expensed 689 635 57 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Auditor’s remuneration Expenditures relating to the Company’s auditor, PKF Littlejohn LLP, in respect of both audit and non-audit services were as follows: 2024 US$’000 2023 US$’000 Audit fees: audit of the Group and the Company’s financial statements 56 51 Review of unaudited interim condensed consolidated financial statements – 3 Auditor’s remuneration expensed 56 54 7. Other income 2024 US$’000 2023 US$’000 Interest income from short-term deposits 220 675 220 675 8. Income tax The Company is tax resident in the British Virgin Islands, where corporate profits are taxed at 0%. The Group’s subsidiaries in Mali are taxed at 30%. For the years ended 31 December 2024 and 2023 no current or deferred tax arose, and no deferred tax asset has been recognised due to the uncertainty of future taxable profits. The tax on the Group’s loss before tax differs from the theoretical amount that would arise as follows: 2024 US$’000 2023 US$’000 Loss before tax (1,095) (2,954) Tax at standard rate of 0% (2023: 0%) – – Effects of: Impairment of intangible assets – 533 Difference in overseas tax rates – (533) Income tax – – 9. Earnings per share The calculation of the basic and fully diluted earnings per share attributable to the equity shareholders is based on the following data: 2024 US$’000 2023 US$’000 Net loss attributable to equity shareholders (1,095) (2,954) Weighted average number of shares for the purpose of basic and fully diluted earnings per share (000’s) 436,279 354,528 Basic and fully diluted earnings per share (United States dollar) (0.0025) (0.0083) As at 31 December 2024 and 2023 the Company’s issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 16). 58 Cora | Annual Report | 2024 10. Intangible assets Intangible assets relate to exploration and evaluation project costs capitalised as at 31 December 2024 and 2023, less impairment. 2024 US$’000 2023 US$’000 As at 01 January 23,835 23,826 Additions 1,345 1,786 Impairment – (1,777) As at 31 December 25,180 23,835 Additions to project costs during the years ended 31 December 2024 and 2023 were in the following geographical areas: 2024 US$’000 2023 US$’000 Mali 887 1,762 Senegal 458 24 Additions to projects costs 1,345 1,786 Impairment of project costs during the years ended 31 December 2024 and 2023 relate to the following terminated projects: 2024 US$’000 2023 US$’000 Siékorolé (Yanfolila Project Area, Mali) – 791 Tékélédougou (Yanfolila Project Area, Mali) – 514 Farassaba III (Yanfolila Project Area, Mali) – 414 Farani (Yanfolila Project Area, Mali) – 53 Tagan (Yanfolila Project Area, Mali) – 5 Impairment of project costs – 1,777 The Company’s primary focus is on further developing the Sanankoro Gold Project located within the Sanankoro Project Area (Mali). In 2023 the Board decided to terminate all projects in the Yanfolila Project Area (Mali), being the Farani, Farassaba III, Siékorolé and Tékélédougou permits. Having been considered by the Board to be no longer prospective the Tagan permit in the Yanfolila Project Area had been terminated in 2022. Project costs capitalised as at 31 December 2024 and 2023 related to the following geographical areas: 2024 US$’000 2023 US$’000 Mali 24,190 23,303 Senegal 990 532 As at 31 December 25,180 23,835 59 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) In accordance with the regulations in Mali an exploration permit is initially awarded for a period of three years which, at the request of the permit holder, can subsequently be renewed twice with the duration of each renewal period being three years. On 28 November 2022 the Mali government announced the suspension of issuing permits in the mining sector. On 15 March 2025 this moratorium was partially lifted by the government such that, in accordance with the provisions of the 2023 Mining Code and its implementing regulations, the mining administration can receive for processing: • applications to renew exploration permits and mining permits; • applications for the transition from the exploration phase to the mining phase; and • applications for direct and indirect transfer(s) of mining permits. This partial lifting of the moratorium does not apply to: • applications for the issuance of new titles in the mining sector; or • applications for the transfer of exploration permits. During the period of the moratorium the processes for submission of applications both for new permits and for interim renewals, and for the issuance of new permits and interim renewals have been affected. This impacted the interim renewals of the Bokoro Est, Dako II and Sanankoro II exploration permits, and applications for new permits in relation to the Bokoro II and Kodiou exploration permits which both expired in 2023. Cora is actively engaging with the mining administration in Mali regarding these matters and being issued a mining permit for the Sanankoro Gold Project. Intangible assets relating to exploration and evaluation project costs capitalised as at 31 December 2024 and 2023 in respect of all permits in Mali were as follows: 2024 US$’000 2023 US$’000 Sanankoro II (Sanankoro Project Area, Mali) 22,587 21,703 Dako II (Sanankoro Project Area, Mali) 845 845 Bokoro II (Sanankoro Project Area, Mali) 401 401 Bokoro Est (Sanankoro Project Area, Mali) 275 272 Kodiou (Sanankoro Project Area, Mali) 82 82 24,190 23,303 11. Trade and other receivables 2024 US$’000 2023 US$’000 Other receivables 4 – Prepayments and accrued income 32 85 36 85 60 Cora | Annual Report | 2024 12. Cash and cash equivalents Cash and cash equivalents held as at 31 December 2024 and 2023 were in the following currencies: 2024 US$’000 2023 US$’000 United States dollar (US$) 796 16,727 British pound sterling (GBP£) 43 80 CFA franc (XOF) 39 43 Euro (EUR€) 1 1 879 16,851 External ratings of cash at bank and short-term deposits (source: Moody’s (www.moodys.com) Short Term Deposit Rating) as at 31 December 2024 and 2023 were as follows: 2024 US$’000 2023 US$’000 P-1 858 16,814 No rating (see below) 14 30 872 16,844 As at 31 December 2024 and 2023 balances of cash at bank and short-term deposits held with a bank in Mali for which Moody’s does not provide a rating totalled approximately US$14,000 and approximately US$30,000 respectively. 13. Trade and other payables 2024 US$’000 2023 US$’000 Trade payables – 88 Other payables 6 – Accruals 210 166 216 254 14. Convertible loan notes 2024 US$’000 2023 US$’000 Convertible loan notes – principal amount – 15,250 Convertible loan notes – finance costs accrued – 612 – 15,862 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. 61 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) Certain directors of the Company participated in this subscription (see Note 20). The Convertible Loan Note Instrument dated 28 February 2023 set out the terms of the CLN, which were principally as follows: • Maturity Date: 09 September 2023. • Coupon: 0%. • Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional: • on or prior to 11 June 2023, at the lower of (a) US$0.0596 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company’s Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023); • after 11 June 2023, at the lower of (a) US$0.0542 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company’s Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023). • Voluntary Conversion: At the election of the holder at any time after 11 June 2023, at US$0.0569 per ordinary share. • Repayment: Repayable on Maturity Date, if not converted, or earlier, at the option of the holder, in the case of a (i) a change of control of the Company or (ii) the merger or sale of the Company (including the sale of substantially all of the assets), at a 5% premium to the total amount outstanding under the CLN. • Other: CLN are issued fully paid in amount and are fully transferable. In addition, holders of CLN issued on 13 March 2023 were granted proportionate participation in a Net Smelter Royalty 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 Net Smelter Royalty, in full and not in part, at any time for a value of US$3 million. Prior to the maturity date of 09 September 2023 for the Convertible Loan Notes issued on 13 March 2023, the holders of CLN approved amendments to the Convertible Loan Note Instrument dated 28 February 2023. These amendments resulted in the following principal changes to the terms of the CLN: • Maturity Date: 12 March 2024. • Mandatory Conversion: In the event of conclusion of definitive binding agreements in respect of senior debt for the Sanankoro Gold Project and such agreements being unconditional: • after 09 September 2023, at the lower of (a) US$0.0487 per ordinary share, (b) the market price per ordinary share as at the date of the Mandatory Conversion and (c) the price of any equity issuance by the Company in the prior 60 days (excluding shares issued pursuant to the Company’s Share Option Scheme or pursuant to terms of any other agreement entered into prior to 13 March 2023). • Voluntary Conversion: At the election of the holder at any time after 09 September 2023, at US$0.0487 per ordinary share. • Early Repayment: Prior to 09 September 2023, holders of CLN may elect to request the early repayment of outstanding CLN which shall be redeemed by the Company for par value of the principal amount of the CLN plus 5% of the principal amount of the CLN. The other terms of the CLN, including Coupon and Repayment, were unchanged. Following the above amendments to the Convertible Loan Note Instrument dated 28 February 2023 certain holders of CLN requested the early repayment of outstanding CLN for a total principal amount of US$625,000 plus 5% premium. Accordingly, as at 31 December 2023 the Company had an unsecured obligation in relation to 62 Cora | Annual Report | 2024 issued and outstanding CLN for a total of US$15,250,000. These CLN were issued on 13 March 2023 and had a maturity date of 12 March 2024. As at 31 December 2023 finance costs of US$612,000 were 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 in respect of the 5% premium for the year ended 31 December 2023 were US$643,250. In February 2024 the holders of outstanding CLN 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 CLN 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 (see Note 16). Certain directors of the Company participated in the Conversion (see Note 20). On 12 March 2024 issued and outstanding CLN for a total of US$12,971,500 matured. The Company repaid the principal amount of the outstanding CLN totalling US$12,971,500 plus the 5% premium (being US$648,575). Certain directors of the Company were party to this repayment (see Note 20). As a result of this repayment the Company no longer had an unsecured obligation in relation to issued and outstanding CLN. Total finance costs in respect of the 5% premium for the year ended 31 December 2024 were US$36,575. Movements in convertible loan notes and related finance costs during the years ended 31 December 2024 and 2023 were as follows: Principal amount US$’000 Finance costs US$’000 Total US$’000 As at 01 January 2023 – – – Subscription 15,875 – 15,875 5% premium – 643 643 Repayment (625) (31) (656) As at 31 December 2023 15,250 612 15,862 Conversion to ordinary shares (2,279) – (2,279) 5% premium – 37 37 Repayment (12,971) (649) (13,620) As at 31 December 2024 – – – 63 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) 15. Financial instruments 2024 US$’000 2023 US$’000 Financial assets at amortised cost Trade and other receivables 4 – Cash and cash equivalents 879 16,851 883 16,851 Financial liabilities at amortised cost Trade and other payables 216 254 Convertible loan notes – 15,862 216 16,116 16. Share capital The Company is authorised to issue an unlimited number of no par value shares of a single class. 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). Certain directors of the Company participated in this subscription (see Note 20); and • the Board granted and approved share options over 14,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028; • on 09 October 2023 share options over 4,950,000 ordinary shares in the capital of the Company exercisable at 8.5 pence (British pound sterling) per ordinary share expired; and • on 31 December 2023: • share options over 300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025 were cancelled; • share options over 1,500,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026 were cancelled; and • share options over 1,000,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028 were cancelled. As at 31 December 2023 the Company’s issued and outstanding capital structure comprised: • 370,217,718 ordinary shares; • share options over 4,300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; • share options over 5,050,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026; and 64 Cora | Annual Report | 2024 • 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). During the year ended 31 December 2024: • 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 Convertible Loan Notes for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278 per ordinary share. The Conversion was completed on 12 March 2024 (see Note 14). Certain directors of the Company participated in the Conversion (see Note 20). In addition, 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$12,971,500 plus the 5% premium (see Note 14). Certain directors of the Company were party to this repayment (see Note 20). As a result of this repayment the Company no longer had an unsecured obligation in relation to issued and outstanding Convertible Loan Notes. As at 31 December 2024 the Company’s issued and outstanding capital structure comprised: • 452,178,145 ordinary shares; • share options over 4,300,000 ordinary shares in the capital of the Company exercisable at 10 pence (British pound sterling) per ordinary share expiring on 12 October 2025; • share options over 5,050,000 ordinary shares in the capital of the Company exercisable at 10.5 pence (British pound sterling) per ordinary share expiring on 08 December 2026; and • share options over 13,350,000 ordinary shares in the capital of the Company exercisable at 4 pence (British pound sterling) per ordinary share expiring on 13 March 2028. Movements in capital during the years ended 31 December 2024 and 2023 were as follows: Share options over number of ordinary shares (exercise price per ordinary share (stated in British pound sterling); expiring date) Number of ordinary shares 8.5 pence; 09 October 2023 10 pence; 12 October 2025 10.5 pence; 08 December 2026 4 pence; 13 March 2028 Proceeds US$’000 As at 01 January 2023 289,557,159 4,950,000 4,600,000 6,550,000 – 28,202 Subscription 80,660,559 – – – – 3,928 Issue costs – – – – – (589) Granting of share options – – – – 14,350,000 – Expiry of share options – (4,950,000) – – – – Cancellation of share options – – (300,000) (1,500,000) (1,000,000) – As at 31 December 2023 370,217,718 – 4,300,000 5,050,000 13,350,000 31,541 Conversion of convertible loan notes 81,960,427 – – – – 2,279 Issue costs – – – – – (7) As at 31 December 2024 452,178,145 - 4,300,000 5,050,000 13,350,000 33,813 65 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) The fair value of share options has been calculated using the Black-Scholes Model, the inputs into which were as follows: • for share options granted on 08 December 2021: • strike price 10.5 pence (British pound sterling); • share price 9.6 pence (British pound sterling); • volatility 22.2%; • expiring on 08 December 2026; • risk free rate 0.6%; and • dividend yield 0%. • for share options granted on 13 March 2023: • strike price 4 pence (British pound sterling); • share price 3.85 pence (British pound sterling); • volatility 7.3%; • expiring on 13 March 2028; • risk free rate 3.5%; and • dividend yield 0%. The cost of share based payments relating to share options has been recognised in the consolidated statement of comprehensive income and in retained (deficit) / earnings for the years ended 31 December 2024 and 2023 as follows: 2024 US$’000 2023 US$’000 Share based payments – share options 47 85 47 85 17. Ultimate controlling party The Company does not have an ultimate controlling party. As at 31 December 2024 the Company’s largest shareholder was Brookstone Business Inc (‘Brookstone’) which held 141,099,690 ordinary shares, being 31.20% 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 2024 their aggregated shareholdings being 34.35% 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 the Investors’ aggregated shareholdings become 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 66 Cora | Annual Report | 2024 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 2024 or 2023. 20. Related party transactions During the year ended 31 December 2024, on 12 March 2024: • certain holders of outstanding Convertible Loan Notes issued on 13 March 2023 converted an aggregate amount of US$2,278,500 of Convertible Loan Notes for 81,960,427 ordinary shares at the Voluntary Conversion Price of US$0.0278 per ordinary share. The following directors of the Company participated in the Conversion: • Edward Bowie (Non-Executive Director of the Company & Chair of the Board) converted an amount of US$3,000 of CLN for 107,913 ordinary shares; • Andrew Chubb (Non-Executive Director of the Company) converted an amount of US$3,000 of CLN for 107,913 ordinary shares; and • Robert Monro (Chief Executive Officer & Director of the Company) converted an amount of US$4,500 of CLN for 161,870 ordinary shares. • issued and outstanding CLN for a total of US$12,971,500 matured. The Company repaid the principal amount of the outstanding CLN totalling US$12,971,500 plus the 5% premium (being US$648,575). The following directors of the Company were party to this repayment: • Edward Bowie (Non-Executive Director of the Company & Chair of the Board) was repaid the principal amount of outstanding CLN totalling US$17,000 plus the 5% premium (being US$850); • Andrew Chubb (Non-Executive Director of the Company) was repaid the principal amount of outstanding CLN totalling US$17,000 plus the 5% premium (being US$850); and • Robert Monro (Chief Executive Officer & Director of the Company) was repaid the principal amount of outstanding CLN totalling US$25,500 plus the 5% premium (being US$1,275). 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 ‘2023 Fundraise’). The 2023 Fundraise 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 2023 Fundraise: • Edward Bowie (Non-Executive Director of the Company & Chair of the Board) 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 67 Cora | Annual Report | 2024 Notes to the Consolidated Financial Statements continued For the year ended 31 December 2024 All tabulated amounts stated in thousands of United States dollar (unless otherwise stated) • 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 2023 Fundraise. • 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. 21. Events after the reporting date On 01 April 2025 the Company closed a subscription for 32,624,205 ordinary shares in the capital of the Company at a price of 4.75 pence (British pound sterling) per ordinary share for total gross proceeds of GBP£1,549,649.74 (the ‘2025 Fundraise’). Each ordinary share subscribed in the 2025 Fundraise has a warrant attached to subscribe for one new ordinary share in the capital of the Company at a price of 7 pence (British pound sterling) per ordinary share expiring on 01 April 2027. The following directors of the Company participated in the 2025 Fundraise: • Adam Davidson (Non-Executive Director of the Company) subscribed for 404,210 ordinary shares for total gross proceeds of GBP£19,199.98; • Paul Quirk (Non-Executive Director of the Company) subscribed for 404,210 ordinary shares for total gross proceeds of GBP£19,199.98; • Robert Monro (Chief Executive Officer & Director of the Company) subscribed for 242,105 ordinary shares for total gross proceeds of GBP£11,499.99; and • Edward Bowie (Non-Executive Director of the Company & Chair of the Board) subscribed for 105,263 ordinary shares for total gross proceeds of GBP£5,000. On 01 April 2025 the Board granted and approved share options over 19,150,000 ordinary shares in the capital of the Company exercisable at 6.25 pence (British pound sterling) per ordinary share expiring on 01 April 2030. As at the date of these consolidated financial statements: • the Company’s issued and outstanding capital structure comprised: • 484,802,350 ordinary shares; • warrants to subscribe for 32,624,205 ordinary shares in the capital of the Company at a price of 7 pence (British pound sterling) per ordinary share expiring on 01 April 2027; • 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; • 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; and • share options over 19,150,000 ordinary shares in the capital of the Company exercisable at 6.25 pence (British pound sterling) per ordinary share expiring on 01 April 2030; • Brookstone, the Company’s largest shareholder, held 150,836,532 ordinary shares (being 31.11% of the total number of ordinary shares issued and outstanding); and • the aggregated shareholdings of the Investors (see Note 17) were 34.13% of the total number of ordinary shares issued and outstanding). 68 Cora | Annual Report | 2024 In April 2025 the Company entered into a contract with New SENET (Pty) Ltd, independent project manager, in relation to updating the 2022 Definitive Feasibility Study for the Sanankoro Gold Project. The estimated cost in respect of this contract is approximately US$214,000. The updated Definitive Feasibility Study is expected to be completed in 2025. 69 Cora | Annual Report | 2024 Notice of 2025 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 25 June 2025 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 company number 1701265) Notice of 2025 Annual General Meeting NOTICE of the 2025 Annual General Meeting (the ‘AGM’) of Cora Gold Limited to be held at 12.00 p.m. (United Kingdom time) on 25 June 2025 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 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/keu72Ru79W • Meeting ID: 859 8061 2134 # Option 2 Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need to have video switched on for the attendee to be seen, and speakers and microphone capability activated in order to be able to speak. Use the hyperlink set out below: • hyperlink: https://us02web.zoom.us/j/85980612134 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 board of directors of the Company (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 20 June 2025. 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 23 June 2025. 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 20 June 2025. 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 2025 Annual General Meeting. 70 Cora | Annual Report | 2024 NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (the ‘AGM’) of the Company will be held at 12.00 p.m. (United Kingdom time) on 25 June 2025 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. To receive the Company’s annual accounts for the financial year ended 31 December 2024 together with the Directors’ Report and Independent Auditor’s Report on those accounts. 2. 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. 3. To re-elect Andrew Chubb as a Director of the Company. 4. To re-elect Adam Davidson as a Director of the Company having been appointed since the date of the last annual general meeting. 5. To re-elect Paul Quirk as a Director of the Company. 6. 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 120,000,000 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 2026, 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’): 7. The Directors be generally empowered to allot equity securities for cash pursuant to the authority conferred by Ordinary Resolution 6 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. the allotment of any number of Ordinary Shares following exercise of rights under the Company’s share option scheme; b. the allotment of up to an additional 120,000,000 Ordinary Shares, representing 24.75% of the number of Ordinary Shares in issue on the date of this Notice of 2025 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 2026 (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. 71 Cora | Annual Report | 2024 Notice of 2025 Annual General Meeting continued 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 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/keu72Ru79W • Meeting ID: 859 8061 2134 # Option 2 Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need to have video switched on for the attendee to be seen, and speakers and microphone capability activated in order to be able to speak. Use the hyperlink set out below: • hyperlink: https://us02web.zoom.us/j/85980612134 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 board of directors of the Company (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 20 June 2025. By order of the Board of Directors Robert Monro Chief Executive Officer & Director 16 May 2025 Cora Gold Limited Registered office: Rodus Building, Road Reef Marina, P.O. Box 3093, Road Town, Tortola VG1110, British Virgin Islands Company number: 1701265 72 Cora | Annual Report | 2024 Explanatory Notes to the Notice of 2025 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) close of business on 23 June 2025; or (b) 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. 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. 4. 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). 5. 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) completed and signed; (b) sent or delivered to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom; and (c) received by Computershare Investor Services no later than 12.00 p.m. (United Kingdom time) on 23 June 2025. 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). 73 Cora | Annual Report | 2024 Explanatory Notes continued to the Notice of 2025 Annual General Meeting (the ‘Meeting’) 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 23 June 2025. 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 20 June 2025. 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. 74 Cora | Annual Report | 2024 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 invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 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 15 May 2025 the Company’s issued share capital consisted of 484,802,350 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 15 May 2025 was 484,802,350. 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. 75 Cora | Annual Report | 2024 Designed and produced by www.blackandcallow.com www.coragold.com