Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2025 and 2024, and 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.

The condensed consolidated interim financial statements of the Group for the six months ended 30 June 2025 comprise the results of the Group and have been prepared in accordance with AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 Interim Financial Reporting in preparing these interim financial statements.

The condensed consolidated interim financial statements for the period 01 January to 30 June 2025 are unaudited. In the opinion of the directors the condensed consolidated interim financial statements for the period present fairly the financial position, and results from operations and cash flows for the period in conformity with generally accepted accounting principles consistently applied. The condensed consolidated interim financial statements incorporate unaudited comparative figures for the interim period 01 January to 30 June 2024 and extracts from the audited consolidated financial statements for the year ended 31 December 2024.

The interim report has not been audited or reviewed by the Company's auditor.

The key risks and uncertainties and critical accounting estimates remain unchanged from 31 December 2024 and the accounting policies adopted are consistent with those used in the preparation of its financial statements for the year ended 31 December 2024.

As at 30 June 2025 and 2024, and 31 December 2024:

●   the Company held a 100% shareholding in Cora Exploration 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);

●   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);

●   the Company held a 95% shareholding in Sankarani Ressources 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); 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.

​

The remaining 5% of Sankarani Ressources SARL can be purchased from a third party for US$1 million.

2.     Expenses by nature

3.     Earnings per share

The calculation of the basic and fully diluted earnings per share attributable to the equity shareholders is based on the following data:

As at 30 June 2025 the Company's issued and outstanding capital structure comprised a number of ordinary shares, warrants and share options (see Note 9).

As at 30 June and 31 December 2024 the Company's issued and outstanding capital structure comprised a number of ordinary shares and share options (see Note 9).

4.     Intangible assets

Intangible assets relate to exploration and evaluation project costs capitalised as at 30 June 2025 and 2024, and 31 December 2024, less impairment.

Additions to project costs during the six months ended 30 June 2025 and 2024, and the year ended 31 December 2024 were in the following geographical areas:

Project costs capitalised as at 30 June 2025 and 2024, and 31 December 2024 related to the following geographical areas:

The Company's primary focus is on further developing the Sanankoro Gold Project located within the Sanankoro Project Area in Mali.

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 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 transition from the exploration phase to the mining phase; and

●   applications for the transfer of mining permits.

The government stated that this partial lifting of the moratorium does not apply to applications for the issuance of new permits or for the transfer of exploration permits.

As regards the five contiguous permits that make up the Sanankoro Project Area the moratorium has 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, the respective expiry dates of which were in the moratorium period.

​

The Company is actively engaging with the mining administration regarding these matters and being issued a mining permit for the Sanankoro Gold Project, covering the area of the Sanankoro II exploration permit plus parts of the areas covered by the Bokoro II and Kodiou exploration permits.

Intangible assets relating to exploration and evaluation project costs capitalised as at 30 June 2025 and 2024, and 31 December 2024 in respect of permits in the Sanankoro Project Area were as follows:

5.     Trade and other receivables

6.     Cash and cash equivalents

Cash and cash equivalents held as at 30 June 2025 and 2024, and 31 December 2024 were in the following currencies:

7.     Trade and other payables

8.     Convertible loan notes

As at 31 December 2023 the Company had an unsecured obligation for a total of US$15,250,000 in relation to issued and outstanding convertible loan notes ('CLN') convertible into ordinary shares in the capital of the Company in accordance with the Convertible Loan Note Instrument dated 28 February 2023 as amended in September 2023. These CLN, being the outstanding balance from a total of US$15,875,000 of CLN issued on 13 March 2023, 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 (see below).

The Convertible Loan Note Instrument dated 28 February 2023 as amended in September 2023 set out the terms of the CLN, which, after 09 September 2023, were principally as follows:

●   Maturity Date: 12 March 2024.

●   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 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 US$0.0487 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.

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.

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 9). Certain directors of the Company participated in the Conversion.

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. 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 six months ended 30 June 2024 and the year ended 31 December 2024 were US$36,575.

Movements in CLN and related finance costs during the six months ended 30 June 2025 and 2024, and the year ended 31 December 2024 were as follows:

9.     Share capital

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

During the six months ended 30 June 2024:

●   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 8). Certain directors of the Company participated in the Conversion; and

●   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) (see Note 8). Certain directors of the Company were party to this repayment. As a result of this repayment the Company no longer had an unsecured obligation in relation to issued and outstanding CLN.

As at 30 June and 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.

During the six months ended 30 June 2025, 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. Certain directors of the Company participated in the 2025 Fundraise; and

●   the board of directors 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 30 June 2025 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.

In accordance with the Company's Share Option Scheme, one quarter (¼) of any share options granted vest on the later of the date of grant or approval with another one quarter (¼) of the share options vesting on each of the six month, twelve month and eighteen month anniversaries thereafter.

Movements in capital during the six months ended 30 June 2025 and 2024, and the year ended 31 December 2024 were as follows:

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

●   for share options granted on 13 March 2023:

●   strike price 4 pence (British pound sterling);

●   share price 3.85 pence (British pound sterling);

●   volatility 7.3%;

●   vesting in four tranches and expiring on 13 March 2028;

●   risk free rate 3.5%; and

●   dividend yield 0%.

●   for share options granted on 01 April 2025:

●   strike price 6.25 pence (British pound sterling);

●   share price 6.25 pence (British pound sterling);

●   volatility 31.6%;

●   vesting in four tranches and expiring on 01 April 2030;

●   risk free rate 4.3%; 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 six months ended 30 June 2025 and 2024, and the year ended 31 December 2024 as follows:

10.   Ultimate controlling party

The Company does not have an ultimate controlling party.

As at 30 June 2025 the Company's largest shareholder was Brookstone Business Inc ('Brookstone') which held 150,836,532 ordinary shares, being 31.11% 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 30 June 2025 their aggregated shareholdings being 34.13% 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.

11.   Contingent liabilities

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

12.   Capital commitments

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. As at 30 June 2025 under the terms of the contract the Company had incurred costs of approximately US$151,000.

There were no capital commitments as at 30 June or 31 December 2024.

13.   Events after the reporting date

There were no reportable events after the reporting date.

14.   Approval of condensed consolidated interim financial statements

The condensed consolidated interim financial statements were approved and authorised for issue by the board of directors of Cora Gold Limited on 19 August 2025.

**ENDS**