Centamin Plc — Management Reports 2015

Aug 14, 2015

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SECOND QUARTER AND HALF YEAR ENDED 30 JUNE 2015

The accompanying Interim Consolidated Financial Statements for the quarter and half year ended 30 June 2015, which are published, inter alia, for the purposes, of discharging the Company's obligations arising in connection with the listing of its shares on the Toronto Stock Exchange, have been prepared in accordance with generally accepted accounting principles. They have not been reviewed or audited by the Company's Auditors and do not constitute a preliminary statement of the Company's annual results.

MANAGEMENT DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis of the Financial Condition and Results of Operations ("MD&A") for Centamin plc (the "Company" or "Centamin") should be read in conjunction with the unaudited condensed consolidated financial statements for the three and six months ended 30 June 2015 and related notes thereto, which statements were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and adopted for use by the European Union and IFRS as issued by the IASB. For more information see 'Basis of preparation' in Note 1 to the accompanying interim condensed consolidated financial statements for the quarter and six months ended 30 June 2015.

The effective date of this report is 12 August 2015.

Additional information relating to the Company, including the Company's most recent Annual Report for the year ended 31 December 2014 and other public announcements are available at www.centamin.com. All amounts in this MD&A are expressed in United States dollars unless otherwise identified.

OVERVIEW

Centamin is a mineral exploration, development and mining company dual listed on the London and Toronto Stock Exchanges.

Centamin's principal asset, the Sukari Gold Mine, began production in 2009 and is the first large scale modern gold mine in Egypt, with an estimated 20 year mine life and ramping up production towards an annualised rate of between 450,000-500,000 ounces. Our development and operating experience gives us a significant advantage in acquiring and developing other gold projects.

Centamin's regional exploration in the Arabian Nubian Shield is focused in Ethiopia where in addition to its existing licences the Company has a joint venture arrangement with AIM-listed Alecto Minerals plc. Centamin also has a regional exploration licence portfolio in Burkina Faso and Côte d'Ivoire, following its acquisition of ASX-listed Ampella Mining Ltd in 2014.

ACCOUNTING FOR SUKARI GOLD MINES

The operating company of Sukari, Sukari Gold Mines ("SGM"), is jointly owned by Pharaoh Gold Mines NL ("PGM") a wholly owned Centamin subsidiary, and the Egyptian Mineral Resource Authority ("EMRA") on a 50% equal basis. For accounting purposes SGM is consolidated within the Centamin group of companies reflecting the substance and economic reality of the Concession whereby the Group has considered the relevant activities of SGM and has concluded that PGM has the power over these activities and is exposed to variable returns from its involvement in SGM and has the ability to affect those returns through its power over the relevant activities of SGM. This treatment is consistent with IFRS 10 "Consolidated Financial Statements", discussed in Note 2 to the financial statements, which the Company adopted in 2013. Pursuant to the Concession Agreement, the provisions of which are described more fully below, PGM solely funds SGM's activities. PGM is also entitled to recover the following costs and expenses payable from sales revenue (excluding the royalty payable to the Arab Republic of Egypt ("ARE")) (a) all current operating expenses incurred and paid after the initial commercial production; (b) exploration costs, including those accumulated to the commencement of commercial production (at the rate of 33.3% of total accumulated cost per annum); and (c) exploitation capital costs, including those accumulated prior to the commencement of commercial production (at the rate of 33.3% of total accumulated cost per annum). Legal title of all operating assets of PGM will pass to EMRA when cost recovery is completed. The right of use of all fixed and movable assets remains with PGM and SGM.

Since the commencement of commercial production on 1 April 2010, the cash flows generated by SGM through the sale of gold have been used to fund the on-going operating expenses incurred by SGM in its own right and to fund the cost recovery due to PGM for exploration and exploitation capital costs at a rate of 33.3% of total accumulated cost per annum.

In return, on-going capital expenditure incurred in connection with the Sukari mine is funded solely by PGM out of cash flows received from SGM and re-invested through the cost recovery process as described above.

EMRA is entitled to a share of 50% (except for, in accordance with the terms of the Concession Agreement, in the first four years where it shall be 40% for the first two years and 45% for the following two years) of SGM's net production surplus "profit share" (defined as revenue less payment of the 3% production royalty to ARE and recoverable costs). Based on the Company's calculation there was no Net Profit Share due to EMRA as at 31 December 2014, nor is any due as at 30 June 2015. It is expected that there will be a net production surplus (revenue in excess of production royalty and cost recoveries) available for sharing between EMRA and PGM for the SGM financial year ending 30 June 2017 (SGM's accounting period is 1 July to 30 June) based on current gold prices, production forecasts and operating expenses. Any disruption to operations or reduction in gold price realised will delay this profit sharing. This expected profit sharing takes into account the costs incurred on paying for fuel at international prices. Any recovery of these prepayments, discussed in Note 20 to the financial statements, will result in further amounts to be shared between EMRA and PGM. Any payment made to EMRA (discussed in Note 3 to the financial statements) pursuant to these provisions of the Concession Agreement will be recognised as a variable charge to the income statement (below profit after tax) of Centamin, which will lead to a reduction in the earnings per share.

Separate accounts are prepared in respect of SGM. These are independently audited and certified by Egyptian certified accountants approved by EMRA. Payment made to EMRA and PGM, pursuant to the provisions of the Concession Agreement, is based on the net production surplus available as at 30 June, being SGM's financial year end.

Centamin, through PGM, elected to make advance payments against future profit share during 2013 and 2014 to the value of US\$23.75 million, in order to demonstrate goodwill towards the Egyptian government. An additional US\$5.0 million was paid in Q2 2015. These payments will be netted off against any future Profit Share that becomes payable to EMRA.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Three Months Ended 30 June		Change		Six Months Ended 30 June		Change
	2015 US\$'000	2014 US\$'000	US'000	%	2015 US\$'000	2014 US\$'000	US'000	%
Revenue Cost of sales	124,192 (98,032)	102,624 (84,276)	21,568 (13,756)	21% (16%)	259,671 (198,394)	205,349 (160,602)	54,322 (37,792)	26% (24%)
Gross profit	26,160	18,348	7,812	43%	61,277	44,747	16,530	37%
Other operating costs (Impairment) / Reversal of impairment of available-for	(7,299)	(6,729)	(570)	(8%)	(13,970)	(12,351)	(1,619)	(13%)
sale financial assets Finance income	(56) 36	(408) 119	352 (83)	86% (70%)	- 98	(730) 256	730 (158)	100% (62%)
Profit before tax	18,841	11,330	7,511	66%	47,405	31,922	15,483	49%
Tax	(8)	-	(8)	(100%)	(8)	-	(8)	(100%)
Profit for the period attributable to the Company	18,833	11,330	7,503	66%	47,397	31,922	15,475	48%
Other comprehensive income Items that may be reclassified subsequently to profit or loss: Losses on available for sale financial assets (net of tax)	(235)	-	(235)	(100%)	(99)	-	(99)	(100%)
Other comprehensive income for the period	(235)	-	(235)	(100%)	(99)	-	(99)	(100%)
Total comprehensive income attributable to the Company	18,598	11,330	7,268	64%	47,298	31,922	15,376	48%
Earnings per share - Basic (cents per share) - Diluted (cents per share)	1.647 1.625	0.994 0.982			4.147 4.095	2.848 2.816

Three months ended 30 June 2015 compared to the three months ended 30 June 2014

Revenue reported comprises proceeds from gold sales and silver sales. Revenue has increased by 21% to US\$124.2 million, as a result of a 56% increase in gold sold to 104,168 ounces offset by a 8% decrease in the average gold price to US\$1,188 per ounce.

Cost of sales represents the cost of mining, processing, refinery, transport, site administration and depreciation and amortisation, as well as preproduction costs incurred prior to commercial production and movement in production inventory. Cost of sales is inclusive of exceptional items of US\$10.9 million (refer to Note 4 of the Financial Statements for further information) and has increased by 16% to US\$98.0 million, as a result of:

• a) a 19% increase in mine production costs to US\$76.6 million, primarily due to an increase in activity year on year with tonnes moved increasing by 39% and tonnes treated by 36%;
• b) a US\$3.0 million debit for movement in production inventory a result of a decreased addition to the ROM ore stockpile offset by
• c) a 14% decrease in depreciation and amortisation from US\$21.4 million to US\$18.5 million, a result of an increase in the underlying and mine development properties due to the commissioning of Stage 4 and equipment capitalised within plant and equipment.

Finance income reported comprises interest income applicable on the Company's available cash and term deposit amounts. The movements in interest income are in line with the movements in the Company's available cash and term deposit amounts.

Other operating costs reported comprises expenditure incurred for communications, consultants, directors' fees, stock exchange listing fees, share registry fees, employee entitlements, general office administration expenses, the unwinding of the restoration and rehabilitation provision, foreign exchange movements, the share of profit/loss in Associates and the 3% production royalty payable to the Egyptian Government. Other operating costs increased by 8% to US\$7.3 million, primarily as a result of:

• (a) a US\$0.6 million increase in production royalties, and
• (b) a US\$0.2 million increase in corporate costs; offset by
• (c) a US\$0.2 million increase in net foreign exchange movements from a US\$0.5 million gain to a US\$0.7 million gain.

Six months ended 30 June 2015 compared to the six months ended 30 June 2014

Revenue reported comprises proceeds from gold sales and silver sales. Revenue has increased by 26% to US\$259.7 million, as a result of a 48% increase in gold sold to 215,414 ounces offset by a 7% decrease in the average gold price to US\$1,203 per ounce.

Cost of sales represents the cost of mining, processing, refinery, transport, site administration and depreciation and amortisation, as well as preproduction costs incurred prior to commercial production and movement in production inventory. Cost of sales is inclusive of exceptional items of US\$24.8 million (refer to Note 4 of the Financial Statements for further information) and has increased by 24% to US\$198.4 million, as a result of:

• d) a 29% increase in mine production costs to US\$154.5 million, primarily due to an increase in activity year on year with tonnes moved increasing by 51% and tonnes treated by 49%;
• e) a US\$0.9 million debit for movement in production inventory a result of a decreased addition to the ROM ore stockpile, and a
• f) a 22% increase in depreciation and amortisation from US\$35.2 million to US\$43.0 million, a result of an increase in the underlying and mine development properties due to the commissioning of Stage 4 and equipment capitalised within plant and equipment.

Finance income reported comprises interest income applicable on the Company's available cash and term deposit amounts. The movements in interest income are in line with the movements in the Company's available cash and term deposit amounts.

Other operating costs reported comprises expenditure incurred for communications, consultants, directors' fees, stock exchange listing fees, share registry fees, employee entitlements, general office administration expenses, the unwinding of the restoration and rehabilitation provision, foreign exchange movements, the share of profit/loss in Associates and the 3% production royalty payable to the Egyptian Government. Other operating costs increased by 13% to US\$14.0 million, primarily as a result of:

• (a) a US\$1.6 million increase in production royalties, and
• (b) a US\$0.8 million decrease in net foreign exchange movements from a US\$1.8 million gain to a US\$1.0 million gain; offset by
• (c) a US\$0.8 million decrease in corporate costs.

SELECTED INFORMATION FROM THE UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	30 June 2015	31 December 2014	Change
	US\$'000	US\$'000	US\$'000	%
Total current assets	332,197	293,379	38,818	13%
Total non-current assets	1,069,002	1,077,358	(8,356)	(1%)
Total assets	1,401,199	1,370,737	30,462	2%
Total current liabilities	38,700	34,349	4,351	13%
Total non-current liabilities	3,196	3,015	181	6%
Total liabilities	41,896	37,364	4,532	12%
Net assets	1,359,303	1,333,373	25,930	2%

Current assets have increased by US\$38.8 million or 13% to US\$332.20 million, as a result of:

• (a) a US\$49.3 million increase in cash and cash equivalents, which is a result in the completion of Stage 4 and similar related expenditure,
• (b) a US\$0.6 million increase in trade and other receivables, offset by
• (c) decreases in inventories (US\$10.0 million) and prepayments (US\$1.0 million).

Non-current assets have decreased by US\$8.4 million to US\$1,069.0 million, as a result of:

• (a) exploration and evaluation assets have increased by US\$14.0 million to US\$138.0 million predominantly as a result of the continued exploration in Burkina Faso; and
• (b) a US\$27.5 million decrease in property, plant of equipment, mainly due to an increase in underground development of US\$15.6 million, offset by a depreciation and amortisation charge of US\$43.0 million.

Current liabilities have increased by US\$4.3 million to US\$38.7 million.

Non-current liabilities reported during the period have increased marginally by US\$0.2 million as a result of the unwinding of the provision for rehabilitation.

Reserves reported have decreased by US\$2.1 million to US\$2.0 million primarily as result of the vesting of share based payments offset by the recognition of the share based payments expense.

Accumulated profits increased by US\$24.6 million as a result of the US\$47.3 million increase in the profit for the year attributable to the shareholders of the Company offset by the US\$22.7 million payment of the final dividend payment in respect of 2014.

OFF-BALANCE SHEET ARRANGEMENTS

The Company had no off-balance sheet arrangements as of the date of this report.

As at 12 August 2015, the Company had 1,152,107,984 fully paid ordinary shares issued and outstanding.

As at 12 August 2015	Number
Shares in Issue(¹)	1,152,107,984
	1,152,107,984

(1) Includes shares held in the Deferred Bonus Share Plan.

	Three Months Ended 30 June					Six Months Ended 30 June
	2015	2014	Change		2015	2014	Change
	US\$'000	US\$'000	US\$'000	%	US\$'000	US\$'000	US\$'000	%
Net cash flows generated by operating activities Net cash flows	49,729	20,139	29,590	147%	105,192	47,325	57,867	122%
used in investing activities Net cash flows generated by	(15,437)	(24,735)	9,298	38%	(32,690)	(46,240)	13,550	29%
financing activities	(22,727)	(1,743)	(20,984)	(120%)	(22,727)	(1,743)	(20,984)	(120%)
Net increase / (decrease) in cash and cash
equivalents	11,565	(6,339)	17,904	282%	49,775	(658)	50,433	766%
Cash and cash equivalents at the beginning of the financial period	163,351	111,957	51,394	46%	125,659	105,979	19,680	19%
Effects of exchange rate changes	62	780	(718)	(101%)	(456)	1,077	(1,533)	(142%)
Cash and cash equivalents at the end of the
financial period	174,978	106,398	68,580	65%	174,978	106,398	68,580	65%

SELECTED INFORMATION FROM THE UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Three months ended 30 June 2015 compared to the three months ended 30 June 2014

Net cash flows generated by operating activities comprise receipts from gold and silver sales and interest income, offset by operating and corporate administration costs. Cash flows have increased by US\$29.6 million to US\$49.7 million, primarily attributable to:

• (a) an increase in profit for the year due to increase in gold sold, and
• (b) an increase in the cash flows in relation to receivables and inventories.

Net cash flows used in investing activities comprise exploration expenditure and capital development expenditures at Sukari including the acquisition of financial and mineral assets. Cash outflows have decreased by US\$9.3 million to US\$15.4 million. The primary use of the funds in the second quarter was for investment in underground development and exploration expenditures incurred.

Net cash flows used in financing activities have increased by 120% to US\$22.7 million as a result of the final dividend payment in respect of 2014.

Effects of exchange rate changes have decreased by US\$0.7 million as a result of the strong performance of the US\$ to the Euro and A\$ in the quarter.

Six months ended 30 June 2015 compared to the six months ended 30 June 2014

Net cash flows generated by operating activities comprise receipts from gold and silver sales and interest income, offset by operating and corporate administration costs. Cash flows have increased by US\$57.9 million to US\$105.2 million, primarily attributable to:

• (a) an increase in profit for the year due to increase in gold sold, and
• (b) an increase in the cash flows in relation to payables and inventories.

Net cash flows used in investing activities comprise exploration expenditure and capital development expenditures at Sukari including the acquisition of financial and mineral assets. Cash outflows have decreased by US\$13.6 million to US\$32.7 million. The primary use of the funds in the second quarter was for investment in underground development and exploration expenditures incurred.

Net cash flows used in financing activities have increased by 120% to US\$22.7 million as a result of the final dividend payment in respect of 2014.

Effects of exchange rate changes have decreased by US\$1.5 million as a result of the strong performance of the US\$ to the Euro and A\$ in the quarter.

		Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
		2015	2015	2014	2014	2014	2014	2013	2013
Revenue	US'000	124.2	135.5	151.1	116.1	102.6	102.7	111.2	120.1
Profit before tax (1)	US'000	18.8	28.6	33.9	15.8	11.3	20.6	30.7	29.7
Basic EPS (cps) (1)	cents	1.65	2.50	2.96	1.39	0.99	1.87	2.81	2.72
Diluted EPS (cps) (1)	cents	1.63	2.48	2.96	1.37	0.98	1.86	2.78	2.70

QUARTERLY INFORMATION

(1) Profit before tax and Basic and Diluted EPS includes an exceptional provision against prepayments recorded in Q4 2012 to reflect the removal of fuel subsidies which occurred in January 2012. Further provisions have been recorded since Q1 2013 (refer to Note 4 of the accompanying interim condensed consolidated financial statements for further details).

The Company's results over the past several quarters have been driven primarily by fluctuations in gold price and gold equivalent ounces produced. Additionally, increases in input costs and foreign exchange rates have impacted results.

During the second quarter of 2015, revenue decreased slightly to US\$124.2 million on gold equivalent ounces sold of 104,168 compared with revenue of US\$135.5 million on sales of 111,249 gold equivalent ounces during the first quarter of 2015. The average realised gold price per ounce in the first quarter of 2015 was US\$1,203 compared with the average realised gold price during this quarter of US\$1,188 per ounce.

Cost of sales decreased by 2% to US\$98.0million in the second quarter of 2015 versus US\$100.4 million in the first quarter of 2015, primarily as a result of a 15% decrease tonnes mined during Q2 2015.

FOREIGN INVESTMENT IN EGYPT

Foreign investments in the petroleum and mining sectors in Egypt are governed by individual production sharing agreements (concession agreements) between foreign companies and the Ministry for Petroleum and Mineral Resources or the Egyptian Mineral Resource Authority ("EMRA") (as the case may be) and are individual Acts of Parliament.

Title, exploitation and development rights to the Sukari Gold Mine are granted under the terms of the Concession Agreement promulgated as Law No. 222 of 1994, signed on 29 January 1995 and effective from 13 June 1995. The Concession Agreement was issued by way of Presidential Decree after the approval of the People's Assembly in accordance with the Egyptian Constitution and Law No. 61 of 1958. The Concession Agreement was issued in accordance with the Egyptian Mines and Quarries Law No. 86 of 1956 which allows for the Ministry to grant the right to parties to explore and mine for minerals in Egypt.

Whilst the Company is the first foreign company to develop a modern large-scale gold mine in Egypt there is significant foreign investment in the petroleum sector. Several large multinational oil and gas companies operate in Egypt, some of which have long histories in the country and have dedicated significant amounts of capital. The

Company believes that the track record of foreign investment established by these companies in the petroleum sector is an important indication of the ability of foreign companies to attract financing and receive development approvals for the construction of major mining projects in Egypt.

Egyptian Court Litigation

As discussed elsewhere in this document the Company was involved in two separate actions. The first arose as a result of judgment of an Administrative Court of first instance in Cairo in relation to the Company's 160km² exploitation lease, and the second followed from a decision taken by EGPC to charge international, not local prices (subsidised), for the supply of DFO.

Supreme Administrative Court Appeal

On 30 October 2012, the Administrative Court in Egypt handed down a judgment in relation to a claim brought by, amongst others, an independent member of a previous parliament, in which he argued for the nullification of the agreement that confers on the Group rights to operate in Egypt. This agreement, the Concession Agreement, was entered into between the Arab Republic of Egypt, the Egyptian Mineral Resources Authority ("EMRA") and Centamin's wholly-owned subsidiary Pharaoh Gold Mines ("PGM"), and was approved by the People's Assembly as Law 222 of 1994.

In summary that judgment states that, although the Concession Agreement itself remains valid and in force, insufficient evidence had been submitted to Court in order to demonstrate that the 160km² "exploitation lease" between PGM and EMRA had received approval from the relevant Minister as required by the terms of the Concession Agreement. Accordingly, the Court found that the exploitation lease in respect of the area of 160km² was not valid although it stated that there was in existence such a lease in respect of an area of 3km² . Centamin, however, is in possession of the executed original lease documentation which clearly shows that the 160km² exploitation lease was approved by the Minister of Petroleum and Mineral Resources. It appears that an executed original document was not supplied to the Court at first instance.

Upon notification of the judgment the Group took various steps to protect its ability to continue to operate the mine at Sukari. These included lodging a formal appeal before the Supreme Administrative Court on 26 November 2012. In addition, in conjunction with the formal appeal the Group applied to the Supreme Administrative Court to suspend the initial decision until such time as the court was able to consider and rule on the merits of the appeal. On 20 March 2013 the Court upheld this application thus suspending the initial decision and providing assurance that normal operations would be able to continue whilst the appeal process was under way.

EMRA lodged its own appeal in relation to this matter on 27 November 2012, the day after the Company's appeal was lodged, supporting the Group's view in this matter. Furthermore, in late December 2012, the Minister of Petroleum lodged a supporting appeal and shortly thereafter publicly indicated that, in his view, the terms of the Concession Agreement were fair and that the exploitation lease was valid. The Minister of Petroleum also expressed support for the investment and expertise that Centamin brings to the country. The Company believes this demonstrates the government's commitment to the Group's investment at Sukari and the government's desire to stimulate further investment in the Egyptian mining industry.

The Company does not yet know when the appeal will conclude, although it is aware of the potential for the process in Egypt to be lengthy. The Company has taken extensive legal advice on the merits of its appeal from a number of leading Egyptian law firms who have confirmed that the proper steps were followed with regard to the grant of the 160km² lease. It therefore remains of the view that the appeal is based on strong legal grounds and will ultimately be successful. In the event that the appellate court fails to be persuaded of the merits of the case put forward by the Group, the operations at Sukari may be adversely effected to the extent that the Group's operation exceeds the exploitation lease area of 3km² referred to in the original court decision.

The Company remains confident that normal operations at Sukari will be maintained whilst the appeal case is heard.

Further details about this litigation are set out in Note 7 to the Financial Statements and in the most recently filed Annual Information Form ('AIF') which is available on SEDAR at www.sedar.com.

Diesel Fuel Court Case

In January 2012 the Group received a letter from Chevron to the effect that Chevron would not be able to continue supplying DFO to the mine at Sukari at local subsidised prices, thereby adding approximately US\$150 per ounce to the cost of production. It is understood that the reason that this letter was issued was that Chevron had received a letter instructing it to do so from the Egyptian General Petroleum Corporation ("EGPC"). Subsequent to this first letter, the Group received a demand from Egyptian General Petroleum Corporation (EGPC) for EGP403 million (approximately US\$52.0 million at current exchange rates). being the amount of the subsidy received in respect of the diesel fuel supplied from December 2009 until January 2012.

The Group has taken detailed legal advice on this matter and in consequence in June 2012 lodged an appeal against EGPC's decision in the Administrative Court. The Group believes that its grounds for appeal are strong and that there is good prospect of success. However, as a practical matter, and in order to ensure the continuation of supply, the Group has since January 2012 advanced funds to its fuel supplier, Chevron, based on the international price for fuel. Further details about this litigation are set out in Note 7 to the accompanying unaudited interim condensed consolidated financial statements and in the most recently filed AIF which is available on SEDAR at www.sedar.com.

OVERVIEW OF SUKARI CONCESSION AGREEMENT

Pharaoh Gold Mines NL ("PGM") a 100% wholly owned subsidiary of the Company, EGSMA (now "EMRA") and the Arab Republic of Egypt ("ARE") entered into the Concession Agreement dated 29 January 1995, granting PGM and EMRA the right to explore, develop, mine and sell gold and associated minerals in specific concession areas located in the Eastern Desert of Egypt identified in the Concession Agreement. The Concession Agreement came into effect under Egyptian law on 13 June 1995.

A summary of the main terms of the Concession Agreement is as follows:

• PGM provides funding to the Operating Company, Sukari Gold Mining Company, (SGM) and is responsible for the day-to-day management of that company.
• PGM is entitled to recover:
• all current operating expenses incurred and paid after the initial commercial production;
• exploration costs, including those accumulated to the commencement of commercial production (at the rate of 33.3% per annum); and
• exploitation capital costs, including those accumulated prior to the commencement of commercial production (at the rate of 33.3% per annum).
• Legal title of all operating assets of PGM will pass to EMRA when cost recovery is completed. The right of use of all fixed and movable assets remains with PGM and SGM.
• The ARE is entitled to a royalty of 3% of net sales revenue from the sale of gold and associated minerals from the Sukari Gold Mine.
• Commencing on the date of commercial production, SGM and PGM are entitled to a 15 year exemption from any taxes imposed by the Egyptian government, with an option to file an application to extend this entitlement for a further 15 years.
• After the deduction of recoverable expenses and the payment of the 3% royalty, the profits are shared equally between PGM and EMRA (with an additional 10% of proceeds paid to PGM in the first 2 years that there are net proceeds and an additional 5% in the following 2 years).
• PGM, EMRA and SGM are exempt from custom taxes and duties with respect to the importation of machinery, equipment and consumable items required for the purpose of exploration and mining activities at Sukari.
• PGM, EMRA, SGM and their respective buyers will be exempt from any duties or taxes on the export of gold and associated minerals produced from the Sukari Gold Mine.

In addition, the Concession Agreement establishes a procedure for the conversion of any exploration lease granted in favour of PGM into an exploitation lease. Upon following the procedure prescribed by the Concession Agreement, the Company was granted such an exploitation lease in respect of 160km² in 2005 and is in possession of the original document granting this lease duly signed by all relevant parties. The validity of this lease is, however, the subject of the litigation referred to above. Further details on the Concession Agreement are set out in Note 23 in the Company's 2014 Annual Report.

COMMERCIAL PRODUCTION AT SUKARI GOLD MINE:

	Q2 2015	Q1 2015	Q2 2014	Q1 2014
OPEN PIT MINING
Ore mined (1) ('000t)	1,751	2,562	1,795	2,325
Ore grade mined (Au g/t)	0.76	0.78	0.70	0.61
Ore grade milled (Au g/t)	0.75	0.95	0.81	0.85
Total material mined ('000t)	13,671	15,996	9,861	9,749
Strip ratio (waste/ore)	6.81	5.24	4.5	3.2
UNDERGROUND MINING
Ore mined from development ('000t)	127	129	127	102
Ore mined from stopes ('000t)	155	135	103	104
Ore grade mined (Au g/t)	6.30	6.01	5.56	6.95
Ore processed ('000t)	2,667	2,478	1,957	1,486
Head grade (g/t)	1.32	1.48	1.37	1.69
Gold recovery (%)	90.3	88.3	88.1	88.6
Gold produced – dump leach (oz)	4,715	4,814	4,968	4,113
Gold produced – total (2) (oz)	107,781	108,233	81,281	74,241
Cash cost of production(3) (4) (US\$/oz)	706	717	783	744
Open pit mining	224	247	248	245
Underground mining	48	47	60	69
Processing	381	369	413	364
G&A	53	54	62	66
AISC(3) (4) (US\$/oz)	853	858	NR	NR
Gold sold (oz)	104,168	111,249	79,350	78,957
Average realised sales price (US\$/oz)	1,188	1,216	1,291	1,298

(1) Ore mined includes 48kt @0.51g/t delivered to the dump leach in Q2 2015 (99kt @ 0.43 g/t in Q2 2014).

(2) Gold produced is gold poured and does not include gold-in-circuit at period end.

(3) Cash costs exclude royalties, exploration and corporate administration expenditure. Cash cost is a non-GAAP financial performance measure with no standard meaning under GAAP. For further information and a detailed reconciliation, please see "Non-GAAP Financial Measures" section below.

(4) Cash cost of production reflect an exceptional provision against prepayments to reflect the removal of fuel subsidies which occurred in January 2012 (refer to Notes 4 and 5 respectively to the financial statements for further details).

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal source of liquidity as at 30 June 2015 is cash of US\$175.0 million (30 June 2015 – US\$125.7 million). The majority has been invested in international rolling short term higher interest money market deposits.

The following is a summary of the Company's outstanding commitments as at 30 September 2014:

Payments due	Total US\$'000	< 1 year US\$'000	1 to 5 years US\$'000	>5 years US\$'000
Operating Lease Commitments	209	64	145	-
Total commitments	209	64	145	-

The Group's financial commitments are limited to planned and discretionary spending on work programmes at the Sukari Gold Mine, planned and discretionary spending on work programmes at the exploration licences in Ethiopia and West Africa, administration expenditure at the West African, Egyptian, Australian and Jersey office locations and for general working capital purposes.

SEGMENT DISCLOSURE

Business segment

The Group is engaged in the business of exploration and production of precious metals only, which is characterised as one business segment only. See Note 2 of the accompanying interim condensed consolidated financial statements for the three and six months ended 30 June 2015.

SIGNIFICANT ACCOUNTING ESTIMATES

The preparation of these unaudited interim condensed consolidated financial statements in accordance with IFRS requires the use of certain significant accounting estimates and judgment by management in applying the Group's accounting policies. There have been no changes to the areas involving significant judgment and estimates that have been set out in Note 4 of the Group's annual audited consolidated financial statements for the year ended 31 December 2014. Furthermore, there have been no changes from the accounting policies applied in the 31 December 2014 consolidated financial statements.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

NON-GAAP FINANCIAL MEASURES

Three non-GAAP financial measures are used in this report:

• 1) EBITDA: "EBITDA" is a non-GAAP financial measure, which excludes the following from profit before tax:
• Finance costs;
• Finance income; and
• Depreciation and amortisation.

Management believes that EBITDA is a valuable indicator of the Group's ability to generate liquidity by producing operating cash flow to fund working capital needs and fund capital expenditures. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or "EBITDA multiple" that is based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company. EBITDA is intended to provide additional information to investors and analysts and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs and income of financing activities and taxes, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA differently. The following table provides a reconciliation of EBITDA to profit for the year attributable to the Company.

Reconciliation of profit before tax to EBITDA:

	Quarter ended 30 June 2015	Quarter ended 30 June 2015	Quarter ended 30 June 2014	Quarter ended 30 June 4
	Before Exceptional items	Including Exceptional items(1)	Before Exceptional items	Including Exceptional items(1)
	US\$'000	US\$'000	US\$'000	US\$'000
Profit before tax	29,734	18,841	25,662	11,330
Finance income	(36)	(36)	(119)	(119)
Depreciation and amortisation	18,503	18,503	21,406	21,406
EBITDA	48,201	37,308	46,949	32,617

	Half year ended 30 June 2015 Before Exceptional items	Half year ended 30 June 2015 Including Exceptional items(1)	Half year ended 30 June 2014 Before Exceptional items	Half year ended 30 June 2014 Including Exceptional items(1)
	US\$'000	US\$'000	US\$'000	US\$'000
Profit before tax	72,245	47,405	60,677	31,922
Finance income	(98)	(98)	(256)	(256)
Depreciation and amortisation	42,987	42,987	35,215	35,215
EBITDA	115,134	90,294	95,636	66,881

(1)Profit before tax, Depreciation and amortisation and EBITDA includes an exceptional provision to reflect the removal of fuel subsidies (refer to Note 4 of the Financial Statements for further details).

2) Cash cost of production and all-in sustaining costs (AISC) per ounce calculation: Cash cost of production and AISC per ounce are non-GAAP financial measures. Cash cost per ounce is a measure of the average cost of producing an ounce of gold, calculated by dividing the operating costs in a period by the total gold production over the same period. Operating costs represent total operating costs less administrative expenses, royalties, depreciation and amortisation. Management uses this measure internally to better assess performance trends for the Company as a whole. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use such non-GAAP information to evaluate the Company's performance and ability to generate cash flow. The Company believes that these measures provide an alternative reflection of the Group's performance for the current period and are an alternative indication of its expected performance in future periods. Cash costs is intended to provide additional information, does not have any standardised meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. This measure is not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently.

During June 2013 the World Gold Council (WGC), an industry body, published a Guidance Note on the AISC metric, which gold mining companies can use to supplement their overall non-GAAP disclosure. AISC is an extension of the existing 'cash cost' metric and incorporates all costs related to sustaining production and in particular recognising the sustaining capital expenditure associated with developing and maintaining gold mines. In addition, this metric includes the cost associated with developing and maintaining gold mines. In addition, this metric includes the cost associated with corporate office structures that support these operations, the community and rehabilitation costs attendant with responsible mining and any exploration and evaluation costs associated with sustaining current operations. AISC per ounce is arrived at by dividing the dollar value of the sum of these cost metrics, by the ounces of gold produced.

Reconciliation of Cash Cost per Ounce:

		Quarter ended 30 June 2015 Before Exceptional items	Quarter ended 30 June 2015 Including Exceptional items(1)	Quarter ended 30 June 2014 Before Exceptional items	Quarter ended 30 June 2014 Including Exceptional items(1)
Mine production costs (Note 4)	(US\$'000)	67,746	76,591	49,471	64,122
Less: Refinery and transport	(US\$'000)	(484)	(484)	(500)	(500)
Cash cost of production	(US\$'000)	67,262	76,107	48,971	63,622
Gold Produced – Total	(oz)	107,781	107,781	81,281	81,281
Cash cost per ounce	(US\$/oz)	624	706	602	783

Reconciliation of AISC per ounce:

		Quarter ended 30 June 2015 Before Exceptional items	Quarter ended 30 June 2015 Including Exceptional items(1)	Quarter ended 30 June 2015 Before Exceptional items	Quarter ended 30 June 2015 Including Exceptional items
Mine production costs(2) (Note 4)	(US\$'000)	67,746	76,591
Royalties	(US\$'000)	3,717	3,717
Corporate and administration
costs	(US\$'000)	4,211	4,211
Rehabilitation costs	(US\$'000)	90	90
Underground development	(US\$'000)	7,617	7,617
Other sustaining capital expenditure	(US\$'000)	9	9
By-product credit	(US\$'000)	(249)	(249)	NR	NR
All-in sustaining costs	(US\$'000)	83,141	91,986
Gold Produced – Total	(oz)	107,781	107,781
All in-sustaining costs per ounce
	(US\$/oz)	771	853

⁽¹⁾ Mine production costs, Cash cost of production, AISC, AISC per ounce and Cash cost per ounce includes an exceptional provision against prepayments recorded since Q4 2012 to reflect the removal of fuel subsidies (refer to Note 4 of the Financial Statements for further details).

(2) Includes refinery and transport.

(3) NR : Not Reported.

3) Cash and cash equivalents, Bullion on hand, Gold Sales Receivables and Available-for-sale Financial Assets: This is a non-GAAP financial measure any other companies may calculate these measures differently.

Reconciliation to cash and cash equivalents, bullion on hand, gold sales receivables and available-for-sale financial assets:

	Quarter ended	Quarter ended
	30 June 2015	30 June 2014
	US\$'000	US\$'000
Cash and cash equivalents (Note 16)	174,978	106,398
Bullion on hand (valued at the year-end spot price)	13,089	7,948
Gold Sales Receivable	24,198	18,668
Available-for-sale financial assets (Note 13)	323	332
Cash, Bullion, Gold Sales Receivables and Available-for-sale
Financial Assets	212,588	133,346

INTERNAL CONTROLS

Financial reporting controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to management, including the CEO, CFO and COO, on a timely basis so that appropriate decisions can be made regarding public disclosure. Management, with the participation of the certifying officers, has evaluated the effectiveness of the design and operation, as of 30 June 2015, of the Company's disclosure controls and procedures (as defined by the Canadian Securities Administrators). Based on that evaluation, the certifying officers have concluded that such disclosure controls and procedures are effective and designed to ensure that material information relating to the Company and its subsidiaries is made known to them by others within those entities.

Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of our financial reporting and compliance with generally accepted accounting principles in our Financial Statements. Management evaluated at implementation the design of internal controls over financial reporting and has concluded that such internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with International Financial Reporting Standards (IFRSs) adopted by the European Union ('EU IFRS') and IFRS as issued by the International Accounting Standards Board ("IASB"). In addition, there have been no changes in the Company's internal control over financial reporting during the quarter ended 30 June 2015 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

RISKS AND UNCERTAINTIES

The operations of the Company are speculative due to the high risk nature of its business which includes the acquisition, financing, exploration, development and operation of mining properties. These risk factors could materially affect the Company's future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

There have been no changes in the Company's risks and uncertainties during the three month period ended 30 June 2015 from those described in the Group's annual management discussion, analysis and business review for the year ended 31 December 2014, and we do not anticipate any changes in the Company's risks and uncertainties during the next six months. Key headline risks relate to the following:

• Litigation risks
• Single project dependency for near-term revenues
• Sukari Project joint venture risk and relationship with EMRA
• Failure to achieve production estimates (including access to and permitting for sufficient quantities of ammonium nitrate and relating blasting products);
• Operational failures and unscheduled interruptions
• Capital and operational cost inflation may reduce anticipated returns
• Mine construction and operational risks
• Reliance on key personnel
• Reliance on external contractors
• Dependency upon good employee relations
• Currency and gold price risk
• Political risk
• External perceptions of Egypt in respect to Sukari
• Reserves and resource estimates
• Hazardous operating conditions

Due to the nature of these inherent risks, it is not possible to give absolute assurance that the Company's mitigating actions will be wholly effective. The Company is exposed to changes in the economic environment through its operations in Egypt, as well as its operations in West Africa (Burkina Faso and Côte d'Ivoire) and Ethiopia. The relationship with government and the maintenance of exploration permits and licence areas remain a key risk and key focus for all exploration, development and operational projects.

Details of any key risks and uncertainties specific to the period are covered in the Operations review section. The Group's annual management discussion, analysis and business review for the year ended 31 December 2014 are available on www.sedar.com.

FINANCIAL INSTRUMENTS

At 30 June 2015, the Group has exposure to interest rate risk which is limited to the floating market rate for cash.

The Group does not have foreign currency risk for non-monetary assets and liabilities of the Egyptian operations as these are deemed to have a functional currency of United States dollars. The Group has no significant monetary foreign currency assets and liabilities apart from Australian dollar and United States dollar cash term deposits.

The Group currently does not engage in any hedging or derivative transactions to manage interest rate or foreign currency risks.

RELATED PARTY TRANSACTIONS

Details of related party transactions are shown in Note 9 of the accompanying interim condensed consolidated financial statements.

SUBSEQUENT EVENTS

The Directors declared an interim dividend of 0.97 cent per share (US\$0.0097) on Centamin plc ordinary shares (totalling approximately US\$11 million). The interim dividend for the half year period ending 30 June 2015 will be paid on 9 October 2015 to shareholders on the register on the Record Date of 4 September 2015.

Other than the above, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely in the opinion of the Directors of the Company to affect significantly the operations of the company, the results of those operations, or the state of affairs of the Company in subsequent financial periods.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This document contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of Centamin plc ('Centamin' or 'the Company'), its subsidiaries (together 'the Group'), affiliated companies, its projects, the future price of gold, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and resource estimates, the timing and amount of estimated future production, revenues, margins, costs of production, estimates of initial capital, sustaining capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, foreign exchange risks, governmental regulation of mining operations and exploration operations, timing and receipt of approvals, consents and permits under applicable mineral legislation, environmental risks, title disputes or claims, limitations of insurance coverage and regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or may be identified by statements to the effect that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties and a variety of material factors, many of which are beyond the Company's control which may cause the actual results, performance or achievements of Centamin, its subsidiaries and affiliated companies to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers are cautioned that forward-looking statements may not be appropriate for other purposes than outlined in this document. Such factors include, among others, future price of gold; general business, economic, competitive, political and social uncertainties; the actual results of current exploration and development activities; conclusions of economic evaluations and studies; fluctuations in the value of the US dollar relative to the local currencies in the jurisdictions of the Company's key projects; changes in project parameters as plans continue to be refined; possible variations of ore grade or projected recovery rates; accidents, labour disputes or slow-downs and other risks of the mining industry; climatic conditions; political instability, insurrection or war, civil unrest or armed assault; labour force availability and turnover; delays in obtaining financing or governmental approvals or in the completion of exploration and development activities; as well as those factors referred to in the section entitled "Risks and Uncertainties" section of the Management Discussion & Analysis filed on SEDAR at www.sedar.com. The reader is also cautioned that the foregoing list of factors is not exhausted of the factors that may affect the Company's forward-looking statements.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this document and, except as required by applicable law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

QUALIFIED PERSON AND QUALITY CONTROL

Information in this report which relates to exploration, geology, sampling and drilling is based on information compiled by geologist Mr Richard Osman and Christopher Boreham (Underground Manager) who are full time employees of the Company, and are members of the Australasian Institute of Mining and Metallurgy each with more than five years' experience in the fields of activity being reported on, and are 'Competent Persons' for this purpose and are "Qualified Persons" as defined in the "National Instrument 43-101 of the Canadian Securities Administrators".

Refer to the technical report entitled "Mineral Resource and Reserve Estimate for the Sukari Gold Project, Egypt" dated 30 January 2014 and filed on SEDAR at www.sedar.com, for further discussion of the extent

The accompanying Form 52 109FS Certification of interim filings are published, inter alia, for the purposes, of discharging the Company's obligations arising in connection with the listing of its shares on the Toronto Stock Exchange.

Form 52-109F2 Certification of interim filings

I, Pierre Louw, Chief Financial Officer of Centamin plc, certify the following:

• 1. I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Centamin plc, (the issuer) for the interim period ended 30 June 2015;
• 1. Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
• 1. Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings;
• 1. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
• 1. Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
• (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
  • (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
  • (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
• (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
• 5.1 The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is that prescribed by the Listing Rules issued by the Financial Services Authority of the United Kingdom.
• 5.2 N/A
• 5.3 N/A
• 1. The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on 01 April 2015 and ended on 30 June 2015 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Pierre Louw Chief Financial Officer London: 12 August 2015

Form 52-109F2 Certification of interim filings

I, Andrew Pardey, Chief Executive Officer of Centamin plc, certify the following:

• 1. I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Centamin plc, (the issuer) for the interim period ended 30 June 2015;
• 1. Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
• 1. Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings;
• 1. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
• 1. Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
• (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
  • (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
  • (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
• (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
• 5.1 The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is that prescribed by the Listing Rules issued by the Financial Services Authority of the United Kingdom.
• 5.2 N/A
• 5.3 N/A
• 1. The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on 01 April 2015 and ended on 30 June 2015 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Andrew Pardey Chief Executive Officer London: 12 August 2015