Cora Gold Limited (AIM: CORA), the West African gold developer, has announced conditional agreements to demerge its Senegalese exploration asset, the Madina Foulbé permit, into a new private entity called Madina Minerals Limited. The demerger will see existing Cora shareholders receive one Madina share for every ten Cora shares held, retaining full exposure to the Senegalese asset without dilution. The move is intended to allow Cora to sharpen its focus on advancing the flagship Sanankoro Gold Project in south Mali towards construction, following the securing of a US$120 million gold stream in April 2026.

Key Points

  • Cora Gold Limited (AIM: CORA) — West African gold developer focused on Mali and Senegal
  • Cora has entered conditional agreements to demerge the Madina Foulbé exploration permit in Senegal into newly formed Madina Minerals Limited, registered in the British Virgin Islands
  • Madina Minerals will pay US$1.4 million consideration to Cora, structured as an interest-free loan repayable by 31 December 2027 with a 5% repayment premium; Cora will also provide US$750,000 in convertible loan notes as initial working capital
  • Investors should watch for Senegalese Ministry of Mines approval and the subsequent demerger timetable announcement

Madina Foulbé Permit Demerged to Let Cora Focus on Sanankoro Mine Construction

Cora Gold holds a 100% interest (pre-dilution by the State) in the Madina Foulbé exploration permit, situated within the Mako Gold Belt of the Kédougou-Kéniéba Inlier in eastern Senegal, a region the company describes as one of the most prolific gold belts in West Africa. The demerger separates this earlier-stage exploration asset from Cora's primary development focus: the Sanankoro Gold Project in the Yanfolila Gold Belt in south Mali, which carries a Probable Reserve of 531 koz at 1.13 g/t Au. With a fully funded development pathway in place, the board concluded that a standalone vehicle for Madina Foulbé would better serve both assets' progress.

US$1.4 Million Consideration and US$750,000 Convertible Loan Notes Structure Explained

Under the conditional agreements, Madina Minerals will pay Cora US$1.4 million upon completion, left outstanding as an interest-free loan repayable by 31 December 2027 alongside a 5% repayment premium. Cora retains the option to convert this into Madina shares at a 5% discount to any future fundraising price. Additionally, Cora will provide Madina with US$750,000 of initial working capital via 75 unsecured convertible loan notes of US$10,000 each, also maturing 31 December 2027 with a 5% repayment premium, and carrying the same conversion option. Post-completion, Madina will be responsible for sourcing its own working capital independently.

Cora Acquires BB First's 2% NSR Interest in Madina Foulbé for US$105,000

Prior to completion, Cora has agreed to acquire a 2% Net Smelter Return interest held by BB First Commodity Holding Ltd for US$105,000 in cash, terminating the existing joint venture agreement. Cora will retain this NSR interest following the demerger, which includes a buyout right for the payer of up to US$2.5 million. This arrangement ensures Cora maintains a financial stake in Madina Foulbé's long-term development even after separating the asset.

Shareholder Allocation and Conditions Required Before Demerger Completes

Completion remains conditional on approval from the Senegalese Ministry of Mines and the establishment of a depositary interest facility within CREST. Cora shareholders will receive one Madina share per ten Cora shares held at the demerger record time, though an opt-out mechanism will be offered. Shares and depositary interests will initially be non-transferable whilst Madina remains private. If Madina shares are not admitted to trading on a stock exchange within 12 months of completion, the depositary interest facility will be unwound and alternative holding arrangements implemented.