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Endeavour Mining PLC — Audit Report / Information 2022
Mar 15, 2023
5068_10-k_2023-03-15_d353dac2-b7a4-4a81-b243-e406dd620f47.pdf
Audit Report / Information
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CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31 December 2022 and 31 December 2021
(Expressed in Millions of United States Dollars)
| CONSOLIDATED FINANCIAL STATEMENTS | |||
|---|---|---|---|
| INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF ENDEAVOUR MINING PLC 2 | |||
| CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/EARNINGS 6 | |||
| CONSOLIDATED STATEMENT OF CASH FLOWS 7 | |||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 8 | |||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9 | |||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||
| 1 | DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 10 | ||
| 2 | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 10 | ||
| 3 | CRITICAL JUDGEMENTS AND KEY ESTIMATES 22 | ||
| 4 | ACQUISITIONS AND DIVESTITURES 25 | ||
| 5 | EARNINGS FROM OPERATIONS 30 | ||
| 6 | IMPAIRMENT OF MINING INTERESTS 32 | ||
| 7 | SHARE CAPITAL 34 | ||
| 8 | FINANCIAL INSTRUMENTS AND RELATED RISKS 38 | ||
| 9 | LONG-TERM DEBT 43 | ||
| 10 | TRADE AND OTHER RECEIVABLES 46 | ||
| 11 | INVENTORIES 46 | ||
| 12 | MINING INTERESTS 47 | ||
| 13 | GOODWILL 48 | ||
| 14 | OTHER FINANCIAL ASSETS 49 | ||
| 15 | TRADE AND OTHER PAYABLES 49 | ||
| 16 | LEASE LIABILITIES 50 | ||
| 17 | OTHER FINANCIAL LIABILITIES 50 | ||
| 18 | ENVIRONMENTAL REHABILITATION PROVISION 53 | ||
| 19 | NON-CONTROLLING INTERESTS 53 | ||
| 20 | SUPPLEMENTARY CASH FLOW INFORMATION 54 | ||
| 21 | INCOME TAXES 56 | ||
| 22 | RELATED PARTY TRANSACTIONS 59 | ||
| 23 | SEGMENTED INFORMATION 64 | ||
| 24 | CAPITAL MANAGEMENT 65 | ||
| 25 | COMMITMENTS AND CONTINGENCIES 66 | ||
| 26 | SUBSEQUENT EVENTS 66 |
Independent Auditor's Report to the Shareholders of Endeavour Mining plc
Opinion
We have audited the consolidated financial statements of Endeavour Mining plc and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2022 and 31 December 2021, and the consolidated statement of comprehensive (loss)/earnings, consolidated statement of cash flows, and consolidated statement of changes in equity for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as issued by International Auditing and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements, including the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated 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 the scope of our audit addressed the key audit matter |
|---|---|
| Risk that the life of mine estimates are inappropriate and |
We checked that the impairment models utilised the approved life of mine plans and were subject to appropriate internal review and approval. |
| mining interests and goodwill require impairment. |
We have assessed the appropriateness, in line with IAS 36, of management's identification of the Group's CGUs. |
| Accounting policy: Note 2 | We obtained and reviewed management's impairment indicator review, and detailed impairment tests in respect of the Wahgnion, Boungou, Mana and Sabodala-Massawa |
| Notes 6, 12 and 13. | mines as set out below. |
| As detailed in Notes 12 and 13, the Group's mining interests, including property, plant and equipment and goodwill, represent its most significant assets and total \$4.6bn at 31 December 2022. |
In respect of the Wahgnion, Boungou, Mana and Sabodala-Massawa mines: • We evaluated management's impairment models against the approved LOM plans and our understanding of the operations. In respect of the key estimates and assumptions used by management, our testing included: comparison of the gold price to market consensus data; recalculation of discount rates and evaluation of the appropriateness of risk premiums therein in conjunction with our internal valuation specialists; and critical review of the forecast cost, capital spend and production profiles against the |
| CGU's to which goodwill is allocated must be tested annually for impairment. This involves the use of significant estimates and judgements to determine the recoverable amount. Management has performed an impairment assessment of the Mana and Sabodala-Massawa CGU's given |
approved mine plans, reserves and resources reports and historical performance. In addition, we verified the integrity of formulae and the mathematical accuracy of management's valuation models. • We compared the trading performance against budget/plan for 2022 in order to evaluate the quality of management's forecasting and, where under performance against budget/plan was highlighted, evaluated the impact on the forecasts. • We held meetings with mine management (mine managers, geologists, mining engineers) to understand and challenge the production, operating cost and capex forecasts. |
| goodwill has been allocated to these CGU's as part of the purchase price allocation ('PPA') accounting in prior periods. No impairments were noted at either of these mines. In addition, as detailed in Note 6, |
• We agreed the ounces in the impairment models to the latest Reserves and Resources statement. Specifically, we challenged the inclusion of unmodelled ounces in the impairment models and the value at which they have been included. • We assessed the independence (external experts only), objectivity and competency of management's internal and external experts, including the Competent Persons. • We challenged management on the impact of climate change on the LOM models. |
| management has performed an impairment indicator review for each of the operational assets under IAS 36 Impairment and have not identified any indicators of potential impairment, apart from at its Wahgnion and Boungou mines. |
• We reviewed management's sensitivity calculations in respect of gold prices, production, discount rates, and operating costs and performed additional sensitivity analysis on the impairment models where considered necessary. We also considered the appropriateness, with reference to IAS 36, of related disclosures given in note 6. In respect of the Group's other mines, we undertook the following work on management's impairment indicator review: |
| Given the current gold price forecasts and consistent operating results, management has considered there is no indication of any potential impairments at the Group's other operating mines. |
• We evaluated management's impairment models against approved LOM plans and our understanding of the operations, and critically challenged the key estimates and assumptions used by management for each of the mining operations by comparisons to current year actuals and through meetings with operational management, as detailed below. In addition, we verified the integrity of formulae and the mathematical accuracy of management's valuation models. • We compared the trading performance against budget/plan for 2022 in order to |
| The preparation of the life of mine ('LOM') models used in the impairment review requires management to make critical judgements and estimates regarding gold prices, reserves and resources, production rates, operating costs |
evaluate the quality of management's forecasting and, where under performance against budget/plan was highlighted, evaluated the impact on the forecasts. • In respect of pricing assumptions, our testing included evaluation of management's gold price forecasts against analyst consensus forecasts. • We held meetings with mine management (mine managers, geologists, mining engineers) to understand and challenge the production, operating cost and capex forecasts. • We considered the appropriateness, with reference to IAS 36, of the related |
| and capital expenditure, as well as economic variables such as discount rates. |
disclosures given in note 6. |
| The value of the mining interests and the inherent judgement involved in the LOM estimates makes this a significant audit risk and a key area |
Key observations: We found the key judgements made by management and the Board in assessing the LOM estimates and the carrying value of the Group's other mining interests to be reasonable. |
| of focus for our audit. | We found the disclosures in the consolidated financial statements to be in line with the accounting standards. |
| Risk that the tax provisions are inappropriate. |
We checked that the Group's tax claims and provisions were subject to appropriate internal review and approval. |
|---|---|
| Accounting policy: Note 2 | We tested the completeness and accuracy of the claim values by agreeing to tax correspondence. |
| Notes 21 and 25. As detailed in Note 21, the Group is currently subject to tax claims and exposures associated with its |
For the provided claims and exposures, we reviewed correspondence for all claims above a set threshold to obtain an understanding of the claim, we obtained and reviewed the Group's internal analysis of the claims and exposures, and the provisions and liabilities recognised. We discussed management's assessment of the status of the claim or exposure with the Group's internal tax team and/or external tax advisor. |
| operations in Burkina Faso, Côte d'Ivoire and Senegal, and in other territories where the Group has a tax presence. |
For the un-provided claims and exposures, we reviewed correspondence for all claims above a set threshold to obtain an understanding of the claim, we obtained and reviewed the Group's internal analysis of the claims and exposures and any external professional advice from management's experts. In doing so, we discussed management's |
| Management is required to assess income tax claims with reference to IFRIC 23, Uncertainty over Income Tax Treatments and non-income taxes, and those arising out of other taxes and customs audits under IAS |
assessment of the status of the claim or exposure with the Group's internal tax team and/or external tax advisor. As part of our assessment, we considered if it is appropriate that no provision is made for un-provided assessments and exposures and also considered whether there is a need for disclosure of contingent liabilities where no provision has been made. As part of our audit, we reviewed the disclosures in Notes 21 and 25. We engaged our internal tax experts to assist in this assessment. |
| 37, Provisions. Given the size and nature of the |
We evaluated the competence and objectivity of professional advisors relied upon by management. |
| claims and exposures, and ongoing disputes, the recognition and |
Key observations: |
| presentation of any liabilities or contingent liabilities arising as a result of the taxation claims and exposures represented an area of key judgement and a key audit |
We found management's estimates and judgements in respect of its assessment of the provisioning for outstanding tax claims and exposures to be balanced and suitably supported by analysis of the claims and exposures, and independent advice from management's external experts. |
| matter for our audit. | We found the contingent liability disclosures included in the consolidated financial statements in Notes 21 and 25 to be appropriate and relevant. |
Other Information
The Directors are responsible for the other information. The other information comprises the information included in the Management Discussion & Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.
Responsibilities of the Directors and Those Charged with Governance for the Consolidated Financial Statements
The Directors are responsible for the preparation of the consolidated financial statements and for being satisfied that they give a true and fair view in accordance with IFRS, and for such internal control as the Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group'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 management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Matt Crane.
/s/BDO LLP
Chartered Accountants London, UK 15 March 2023
BDO LLP is a limited liability partnership in England and Wales (with registered number OC305127).
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/EARNINGS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| YEAR ENDED | ||||
|---|---|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
||
| Revenue | ||||
| Revenue | 5 | 2,508.1 | 2,642.1 | |
| Cost of sales | ||||
| Operating expenses | 5 | (979.5) | (982.5) | |
| Depreciation and depletion | (616.0) | (599.8) | ||
| Royalties | (152.9) | (162.3) | ||
| Earnings from mine operations | 759.7 | 897.5 | ||
| Corporate costs | 5 | (47.7) | (62.5) | |
| Other expenses | 5 | (51.9) | (45.6) | |
| Impairment of mining interests and goodwill | 6 | (360.3) | (247.7) | |
| Share-based compensation | 7 | (32.8) | (32.5) | |
| Exploration costs | (33.9) | (23.6) | ||
| Earnings from operations | 233.1 | 485.6 | ||
| Other (expense)/income | ||||
| (Loss)/gain on financial instruments | 8 | (22.3) | 28.0 | |
| Finance costs, net | 9 | (66.2) | (65.7) | |
| Earnings before taxes | 144.6 | 447.9 | ||
| Current income tax expense | 21 | (273.3) | (195.1) | |
| Deferred income tax recovery | 21 | 97.7 | 51.8 | |
| Net comprehensive (loss)/earnings from continuing operations | (31.0) | 304.6 | ||
| Net earnings/(loss) from discontinued operations | 4 | 9.1 | (28.8) | |
| Net comprehensive (loss)/earnings | (21.9) | 275.8 | ||
| Net (loss)/earnings from continuing operations attributable to: | ||||
| Shareholders of Endeavour Mining plc | (66.1) | 245.0 | ||
| Non-controlling interests | 19 | 35.1 | 59.6 | |
| (31.0) | 304.6 | |||
| Total net (loss)/earnings attributable to: | ||||
| Shareholders of Endeavour Mining plc | (57.3) | 215.5 | ||
| Non-controlling interests | 19 | 35.4 | 60.3 | |
| (21.9) | 275.8 | |||
| (Loss)/Earnings per share from continuing operations | ||||
| Basic (loss)/earnings per share | 7 | (0.27) | 1.02 | |
| Diluted (loss)/earnings per share | 7 | (0.27) | 1.01 | |
| (Loss)/Earnings per share | ||||
| Basic (loss)/earnings per share | 7 | (0.23) | 0.90 | |
| Diluted (loss)/earnings per share | 7 | (0.23) | 0.89 |
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CASH FLOWS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
|
| Operating activities | |||
| Earnings before taxes | 144.6 | 447.9 | |
| Non-cash items | 20 | 1,138.1 | 928.0 |
| Cash paid on settlement of DSUs and PSUs | (2.7) | (19.0) | |
| Cash received on settlement of financial instruments | 17.9 | 1.5 | |
| Income taxes paid | (189.2) | (225.7) | |
| Operating cash flows before changes in working capital | 1,108.7 | 1,132.7 | |
| Changes in working capital | 20 | (91.6) | (0.5) |
| Operating cash flows generated from continuing operations | 1,017.1 | 1,132.2 | |
| Operating cash flows generated from discontinued operations | 4 | 4.9 | 24.1 |
| Cash generated from operating activities | 1,022.0 | 1,156.3 | |
| Investing activities | |||
| Expenditures on mining interests | 20 | (518.3) | (517.1) |
| Cash acquired on acquisition of subsidiaries | 4 | — | 27.0 |
| Changes in other assets | (9.8) | (10.6) | |
| Proceeds from sale of financial assets | 14 | 10.7 | — |
| Proceeds from sale of subsidiaries, net of cash disposed | 4 | 2.2 | (4.7) |
| Investing cash flows used by continuing operations | (515.2) | (505.4) | |
| Investing cash flows used by discontinued operations | 4 | (6.2) | (6.3) |
| Cash used in investing activities | (521.4) | (511.7) | |
| Financing activities | |||
| Proceeds received from the issue of common shares | 7 | — | 200.0 |
| Acquisition of shares in share buyback | 7 | (98.7) | (133.8) |
| Payments from the settlement of shares | 17 | (29.4) | (1.1) |
| Proceeds on exercise of options and warrants | 21.2 | 9.8 | |
| Dividends paid to minority shareholders | 19 | (57.2) | (29.9) |
| Dividends paid to shareholders | 7 | (166.6) | (129.9) |
| Proceeds of long-term debt | 9 | 50.0 | 490.0 |
| Repayment of long-term debt | 9 | (50.0) | (1,143.0) |
| Proceeds on issuance of senior notes | 9 | — | 494.6 |
| Payment of financing fees and other | (46.6) | (51.0) | |
| Repayment of lease liabilities | 16 | (17.9) | (29.9) |
| Settlement of gold offtake liability | 4 | — | (49.7) |
| Financing cash flows used by continuing operations | (395.2) | (373.9) | |
| Financing cash flows generated from/(used by) discontinued operations | 4 | 10.2 | (47.4) |
| Cash used in financing activities | (385.0) | (421.3) | |
| Effect of exchange rate changes on cash and cash equivalents | (70.7) | (31.8) | |
| Increase in cash and cash equivalents | 44.9 | 191.5 | |
| Cash and cash equivalents, beginning of year1 | 906.2 | 714.7 | |
| Cash and cash equivalents, end of year | 951.1 | 906.2 |
- Cash and cash equivalents at the beginning of the 2021 year includes cash included as assets held for sale of \$69.7 million.
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)
| Note | As at 31 December 2022 |
As at 31 December 2021 |
|
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 951.1 | 906.2 | |
| Trade and other receivables | 10 | 106.9 | 104.8 |
| Inventories | 11 | 320.7 | 311.3 |
| Current portion of other financial assets | 14 | 11.2 | 8.6 |
| Prepaid expenses and other | 56.5 | 35.1 | |
| 1,446.4 | 1,366.0 | ||
| Non-current | |||
| Mining interests | 12 | 4,517.0 | 4,980.2 |
| Goodwill | 13 | 134.4 | 134.4 |
| Deferred tax assets | 21 | — | 10.0 |
| Other financial assets | 14 | 87.4 | 95.0 |
| Inventories | 11 | 229.5 | 185.3 |
| Total assets | 6,414.7 | 6,770.9 | |
| LIABILITIES | |||
| Current | |||
| Trade and other payables | 15 | 354.6 | 351.0 |
| Lease liabilities | 16 | 18.2 | 14.4 |
| Current portion long-term debt | 9 | 336.6 | — |
| Other financial liabilities | 17 | 89.1 | 32.4 |
| Income taxes payable | 21 | 247.1 | 169.3 |
| 1,045.6 | 567.1 | ||
| Non-current | |||
| Lease liabilities | 16 | 28.9 | 36.7 |
| Long-term debt | 9 | 488.1 | 841.9 |
| Other financial liabilities | 17 | 25.2 | 104.3 |
| Environmental rehabilitation provision | 18 | 165.0 | 162.9 |
| Deferred tax liabilities | 21 | 574.6 | 672.3 |
| Total liabilities | 2,327.4 | 2,385.2 | |
| EQUITY | |||
| Share capital | 7 | 2.5 | 2.5 |
| Share premium | 25.6 | 4.5 | |
| Other reserves | 7 | 592.4 | 584.0 |
| Retained earnings | 3,040.4 | 3,330.5 | |
| Equity attributable to shareholders of the Corporation | 3,660.9 | 3,921.5 | |
| Non-controlling interests | 19 | 426.4 | 464.2 |
| Total equity | 4,087.3 | 4,385.7 | |
| Total equity and liabilities | 6,414.7 | 6,770.9 |
Registered No. 13280545
COMMITMENTS AND CONTINGENCIES (NOTE 25) SUBSEQUENT EVENTS (NOTE 26)
Approved by the Board: 15 March 2023 /s/Sébastien de Montessus
Director
/s/Alison Baker Director
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)
| SHARE CAPITAL | ||||||||
|---|---|---|---|---|---|---|---|---|
| Note | Share Capital1 | Share Premium Reserve |
Other Reserves (Note 7) |
(Deficit)/ Retained Earnings |
Total Attributable to Shareholders |
Non-Controlling Interests (Note 19) |
Total | |
| At 1 January 2021 | 16.4 | 3,027.4 | 70.4 | (1,056.2) | 2,058.0 | 190.9 | 2,248.9 | |
| Consideration on the acquisition of Teranga |
4 | 7.9 | 1,670.4 | 30.4 | — | 1,708.7 | 245.9 | 1,954.6 |
| Shares issued on private placement | 7 | 0.9 | 199.1 | — | — | 200.0 | — | 200.0 |
| Purchase and cancellation of own shares |
7 | (0.3) | — | 0.3 | (152.1) | (152.1) | — | (152.1) |
| Shares issued on exercise of options and PSUs |
0.1 | 31.8 | (24.8) | 3.1 | 10.2 | — | 10.2 | |
| Share-based compensation | 7 | — | — | 25.4 | — | 25.4 | — | 25.4 |
| Dividends paid | 7 | — | — | — | (129.8) | (129.8) | — | (129.8) |
| Dividends to non-controlling interests | 19 | — | — | — | — | — | (29.9) | (29.9) |
| Disposal of the Agbaou mine | 4 | — | — | — | — | — | (3.0) | (3.0) |
| Reorganisation | 1, 5 | (22.5) | (4,924.2) | 4,946.7 | — | — | — | — |
| Deferred shares issued upon capitalisation |
7 | 4,450.0 | — | (4,450.0) | — | — | — | — |
| Cancellation of deferred shares | 7 | (4,450.0) | — | — | 4,450.0 | — | — | — |
| Reclassification of PSUs to liabilities | 17 | — | — | (14.4) | — | (14.4) | — | (14.4) |
| Total net and comprehensive earnings | — | — | — | 215.5 | 215.5 | 60.3 | 275.8 | |
| At 31 December 2021 | 2.5 | 4.5 | 584.0 | 3,330.5 | 3,921.5 | 464.2 | 4,385.7 | |
| At 1 January 2022 | 2.5 | 4.5 | 584.0 | 3,330.5 | 3,921.5 | 464.2 | 4,385.7 | |
| Purchase and cancellation of own shares1 |
7 | — | — | — | (98.8) | (98.8) | — | (98.8) |
| Shares issued on exercise of options, warrants and PSUs1 |
— | 21.1 | (7.0) | 32.9 | 47.0 | — | 47.0 | |
| Share-based compensation | 7 | — | — | 15.4 | — | 15.4 | — | 15.4 |
| Dividends paid | 7 | — | — | — | (166.9) | (166.9) | — | (166.9) |
| Dividends to non-controlling interests | 19 | — | — | — | — | — | (63.9) | (63.9) |
| Disposal of the Karma mine | 4 | — | — | — | — | — | (9.3) | (9.3) |
| Total net and comprehensive (loss)/ earnings |
— | — | — | (57.3) | (57.3) | 35.4 | (21.9) | |
| At 31 December 2022 | 2.5 | 25.6 | 592.4 | 3,040.4 | 3,660.9 | 426.4 | 4,087.3 |
- Changes to share capital occurred, however is presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
1 DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Endeavour Mining plc (the "Company"), together with its subsidiaries (collectively, "Endeavour" or the "Group"), is a publicly listed gold mining company that operates six mines in West Africa in addition to having project development and exploration assets. Endeavour is focused on effectively managing its existing assets to maximise cash flows as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.
Endeavour's corporate office is in London, England, and its shares are listed on the London Stock Exchange ("LSE") (symbol EDV), and on the Toronto Stock Exchange ("TSX") (symbol EDV) and quoted in the United States on the OTCQX International (symbol EDVMF). The Company is incorporated in the United Kingdom and its registered office is located at 5 Young Street, London, United Kingdom, W8 5EH.
Prior to its listing on the London Stock Exchange on 14 June 2021, Endeavour Mining Corporation ("EMC") was the parent company of the Group for which consolidated financial statements were produced. On 11 June 2021, the shareholders of EMC transferred all of their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in Endeavour Mining plc (the "Reorganisation"). This resulted in Endeavour Mining plc, which was incorporated on 21 March 2021, becoming the new Parent Company for the Group. As a result of the Reorganisation, there was no change in the legal ownership of any of the assets of EMC or Endeavour Mining plc, nor any change in the ownership of existing shares or securities of EMC or Endeavour Mining plc. The financial information as at 31 December 2022 and 2021 and for the years then ended are presented as a continuation of EMC.
2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB"). All amounts presented in US dollars, except as otherwise indicated. References to C\$, Euro, CFA, and AUD are to Canadian dollars, the Euro, the Central African Franc, and Australian dollar, respectively.
These consolidated financial statements were approved by the Board of Directors of the Company on 15 March 2023.
BASIS OF PREPARATION
These consolidated financial statements have been prepared on the historical cost basis, except for the valuation of certain financial instruments that are measured at fair value at the end of each reporting period (note 8, 14) as explained in the accounting policies below. The Group's accounting policies have been applied consistently to all periods in the preparation of these consolidated financial statements, except for the adoption of new accounting standards described in note 2(t) below.
GOING CONCERN
The Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern for at least until March 2024. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.
At 31 December 2022, the Group's net cash position was \$121.1 million, calculated as the difference between cash and cash equivalents of \$951.1 million and the current and non-current portion of long-term debt with a principal outstanding of \$830.0 million. At 31 December 2022, the Group had undrawn credit facilities of \$575.0 million. The Group had current assets of \$1,446.4 million and current liabilities of \$1,045.6 million representing a total working capital balance (current assets less current liabilities) of \$400.8 million as at 31 December 2022 which includes the Convertible Notes which were repaid in February 2023. Cash generated from operating activities for the year ended 31 December 2022 was \$1,022.0 million.
Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least March 2024 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include consensus analyst gold prices and production volumes in line with annual guidance.
The Board is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the consolidated financial statements as at and for the 12 months ended 31 December 2022.
BASIS OF CONSOLIDATION
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company ("Subsidiaries").
Control is achieved when the Company has (i) power over the investee; (ii) is exposed, or has rights, to variable returns from its involvement with the investee and (iii) has the ability to use its power to affect its returns. Subsidiaries are included in the consolidated financial results of the Group from the effective date of acquisition up to the effective date of disposition or loss of control. The Company reassesses whether it controls an investee if facts and circumstances
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
indicate that there are changes to one or more of the elements of control. For details of the Company's subsidiaries refer to note 22.
The following UK subsidiaries are exempt from the UK requirements relating to the audit of financial statements under section 479A of the Companies Act 2006:
| Registration | |
|---|---|
| Entity | Number |
| Endeavour Management Services London Limited | 10342431 |
| Endeavour Mining Services LLP | OC425911 |
a. FOREIGN CURRENCY TRANSLATION
The presentation and functional currency of the Company is the US dollar. The individual financial statements of each subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction.
b. BUSINESS COMBINATIONS
A business combination is defined as an acquisition of assets and liabilities that constitute a business and is accounted for using the acquisition method. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs but can be integrated with the inputs and processes of the Company to create outputs. When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company considers other factors to determine whether the set of activities or assets is a business.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete.
During this measurement period, if necessary, the Company will retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. During the measurement period, the Company will also recognise additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.
The consideration transferred in a business combination is measured at its acquisition date fair value. The acquisition date is the date the Company obtains control over the acquiree, which is generally the date that consideration is transferred, and the Company acquires the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date. When the consideration includes a contingent consideration arrangement, it is measured at its acquisition date fair value and included as part of the consideration. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively. For those changes to the fair value of the contingent consideration which do not qualify as measurement period adjustments are remeasured at fair value at subsequent reporting dates with changes in fair value recognised in earnings, except for those classified as equity, which are not remeasured.
Acquisition-related costs of the acquirer, other than costs to issue equity securities, are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the Company's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction by transaction basis. All other components of non-controlling interests are measured at acquisition date fair values or, when applicable on the basis specified in another IFRS.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the acquisition-date fair value of net assets acquired, is recorded as goodwill. If the acquisition-date fair value of net assets required exceeds the total of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the noncontrolling interests in the acquiree, the excess is recognised immediately as a bargain purchase gain in the consolidated statement of comprehensive earnings.
Goodwill is not amortised; rather it is tested annually for impairment or at any time during the year that an indicator of impairment is identified.
c. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no longer depreciated or amortised.
If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings.
Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are presented separately from the other assets and liabilities in the balance sheet.
A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of the continuing operations.
d. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid shortterm investments with terms of three months or less. There were cash equivalents of \$70.4 million at 31 December 2022, and no material cash equivalents at 31 December 2021.
Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to certain restrictions that may be in place are classified as other financial assets.
e. INVENTORIES
Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the extent of surplus items and a provision is made for any potential loss upon disposal.
Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form.
Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process, plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than 12 months.
f. MINING INTERESTS
Mining interests include interests in mining properties and related plant and equipment. The cost of a mining interest or property acquired as an individual asset purchase or as part of a business combination represents its fair value at the date of acquisition.
Mining interests are classified as depletable when operating levels intended by management have been reached. Prior to this, they are classified as non-depletable mining properties.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Mining properties are recorded at cost less accumulated depletion and impairment losses.
Non-depletable mining interests include development stage projects as well as exploration and evaluation assets, which are comprised of those properties with mineral resources and exploration potential, often referred to as value beyond proven and probable reserves. When acquired as part of an asset acquisition or a business combination, the value associated with these assets are capitalised at cost, which represents the fair value of the assets at the time of acquisition determined by estimating the fair value of a mining interests mineral reserves, resources, and exploration potential at that date.
Capitalised costs associated with mining properties include the following:
- Costs of direct acquisitions of production, development and exploration stage properties.
- Costs attributed to mining properties acquired in connection with business combinations.
- Expenditures related to the development of open pit surface mines, including engineering and metallurgical studies, drilling, and other costs to access the ore body.
- Expenditures related to the development of underground mines including building of new shafts, drifts and ramps.
- Expenditures related to economically recoverable exploration.
- Borrowing costs incurred directly attributable to the construction of qualifying assets.
- Estimates of reclamation and closure costs.
Drilling and related costs that are incurred for general exploration, on sites without an existing mine, or on areas outside the boundary of a known mineral deposit which contains proven and probable reserves, are classified as greenfield exploration expenditures, and are expensed as incurred. At the stage when sufficient exploration activities have been performed to determine that a greenfield area has proven and probable reserves, and when management determines that there is sufficient evidence that the expenditure will result in a future economic benefit to the Group, all subsequent drilling and related costs incurred to define and delineate a mineral deposit are classified as brownfield activities and are capitalised as part of the carrying amount of the related property in the period incurred.
Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves at either a development stage or production stage mine are also classified as brownfield activities and are capitalised as part of the carrying amount of the related property in the period incurred.
The carrying values of the Group's exploration and evaluation assets are carried at acquired costs until such time as the technical feasibility and commercial viability of extracting mineral resource from the assets is demonstrated, which occurs when the activities are designated as a development project and advancement of the project is considered economically feasible. At that time, the property and the related costs are reclassified as a development stage mining interest, though not yet subject to depletion, and remain capitalised. Prior to reclassification, the mining interest is assessed for impairment. Further exploration expenditures, subsequent to the establishment of economic feasibility, are capitalised and included in the carrying amount of the related property.
Borrowing costs are capitalised when they are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that take a substantial period of time to get ready for their intended use or sale. Borrowing costs are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalised is calculated using a weighted average of the rates applicable to the relevant borrowings during the period. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. No borrowing costs have been capitalised in the years ended 31 December 2022 and 2021.
Commercial production is deemed to have commenced when a mine is fully operational and commences gold production.
The commissioning of an underground mine typically occurs in phases, with certain phases being brought into production while deeper levels remain under construction. The shared infrastructures, such as declines, are assessed to determine whether they contribute to the production areas. Where they contribute to production, the attributable costs are transferred to depletable mining interests and start to be depreciated based on the units of production related to that phase. The costs transferred comprise costs directly attributable to producing zones or, where applicable, estimates of the portion of shared infrastructure that are attributed to the producing zones.
The Group determines commencement of commercial production based on the following factors:
- All major capital expenditures to bring the mine to the condition necessary for it to be capable for operating in the manner intended by management have been completed.
- The completion of a reasonable period of testing of the mine plant and equipment.
- The mine or mill has reached a pre-determined percentage of design capacity.
- The ability to sustain ongoing production of ore.
The list is not exhaustive, and each specific circumstance is considered before making the decision.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Mining expenditure incurred to maintain current production are included in profit or loss, in current production areas development costs are considered as costs of sales given that the short-term nature of these expenditures matches the economic benefit of the ore being mined.
DEPLETABLE MINING INTERESTS
The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces when commercial production has commenced. Under this method, depletable costs are multiplied by the number of ounces extracted divided by the estimated total ounces to be extracted in current and future periods based on proven and probable reserves and a portion of resources.
Management reviews the estimated total recoverable ounces contained in depletable reserves and resources each financial year and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in depletable reserves and resources are accounted for prospectively.
STRIPPING COSTS
Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore body ("stripping costs"). During the development of a mine, stripping costs are capitalised and included in the carrying amount of the related mining property. During the production phase of a mine, stripping costs will be recognised as an asset only if the following conditions are met:
- It is probable that the future economic benefit (improved access to the ore body) associated with the stripping activity will flow to the entity.
- The entity can identify the component of the ore body (mining phases) for which access has been improved.
- The costs relating to the stripping activity associated with that component can be measured reliably.
Stripping costs incurred and capitalised during the development and production phase are depleted using the unit-ofproduction method over the reserves and, in some cases, a portion of resources of the area that directly benefit from the specific stripping activity. Costs incurred for regular waste removal that do not give rise to future economic benefits are considered as costs of sales and included in operating expenses.
PLANT AND EQUIPMENT AND ASSETS UNDER CONSTRUCTION
Plant and equipment are recorded at cost less accumulated depreciation and impairment losses. Plant and equipment are depreciated using the unit of production method based on ounces produced, or the straight-line method over the estimated useful lives of the related assets as follows:
| • Mobile equipment | 3 - 8 years | |
|---|---|---|
- Aircraft 25 years
- Office and computer equipment 3 - 5 years
Right-of-use assets are depreciated over their expected useful lives on the same basis as owned assets, or, where shorter, the term of the relevant lease.
Where parts (components) of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment. Each asset or part's estimated useful life is determined considering its physical life limitations. This physical life of each asset cannot exceed the life of the mine at which the asset is utilised. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Amounts expended on assets under construction are capitalised until the asset becomes available for its intended use, at which time depreciation commences on the assets over its useful life. Repairs and maintenance of plant and equipment are expensed as incurred. Costs incurred to enhance the service potential of plant and equipment are capitalised and depreciated over the remaining useful life of the improved asset.
Upon disposal or abandonment, the carrying amounts of mining interests and plant and equipment and accumulated depreciation and depletion are removed from the accounts and any associated gains or losses are recorded in profit or loss.
g. IMPAIRMENT OF MINING INTERESTS
At each reporting date, the Group reviews the carrying amounts of its mining interests to determine if any indicators of impairment exist. If any such indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs. The Group's CGUs are its significant mine sites and development projects. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Recoverable amount is the higher of FVLCD and value in use. FVLCD is calculated as the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal. In the absence of market information, this is determined based on the present value of the estimated future cash flows from the development, use, eventual disposal of the asset, or the price a third party is willing to pay for the asset. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or a CGU is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Impairment losses reverse in some circumstances. When an impairment loss subsequently reverses, it is recognised immediately in profit or loss. The carrying amount of the asset or a CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
The Group performs goodwill impairment tests annually in the fourth quarter or when events and circumstances indicate that the carrying amounts may no longer be recoverable. In performing the impairment tests, the Group estimates the recoverable amount of its CGU that include goodwill and compares recoverable amounts to the CGU's carrying amount. If a CGU's carrying amount exceeds its recoverable amount, the Group reduces the carrying value of the CGU or group of CGUs by first reducing the carrying amount of the goodwill and then reducing the carrying amount of the remaining assets on a pro-rata basis. Impairment of goodwill cannot be reversed.
h. LEASES
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Group has the right to direct the use of the asset. At inception or on reassessment of a contract due to modification that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
As a lessee, the Group recognises a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:
- Fixed payments, including in-substance fixed payments, less any lease incentives receivable.
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.
- Amounts expected to be payable under a residual value guarantee.
- Exercise prices of purchase options if the Group is reasonably certain to exercise that option.
- Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to (loss)/earnings in the period incurred.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to (loss)/earnings on a straight-line basis over the lease term.
i. INCOME AND DEFERRED TAXES
The Group recognises current income tax in the consolidated statement of comprehensive (loss)/earnings except to the extent that it relates to items recognised directly in equity. Current income tax is calculated on taxable income at the tax
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
rate enacted or substantively enacted at the balance sheet date, and includes adjustments to tax payable or receivable in respect of previous periods.
The Group uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for unused tax losses and other income tax deductions. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill. A translation gain or loss may arise for deferred income tax purposes where the local tax currency is not the same as the functional currency for certain non-monetary items. A deferred tax asset or liability is recognised on the difference between the carrying amount for accounting purposes (which reflects the historical cost in the entity's functional currency) and the underlying tax basis (which reflects the current local tax cost, translated into the functional currency using the current foreign exchange rate). The translation gain or loss is recorded as deferred income tax in the statements of comprehensive income/(loss). Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply if the related assets are realised or the liabilities are settled. To the extent that it is probable that taxable profit will not be available against which deductible temporary differences can be utilised a deferred tax asset may not be recognised. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in earnings in the period in which the change is substantively enacted. Deferred tax assets and liabilities are considered monetary assets. Deferred tax balances denominated in currencies other than US dollars are translated into US dollars using current exchange rates at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Provision for uncertain tax positions is recognised within current tax when management determines that it is probable that a payment will be made to the tax authority. For such tax positions the amount of the probable ultimate settlement with the related tax authority is recorded. When the uncertain tax position gives rise to a contingent tax liability for which no provision is recognised, the Group discloses tax-related contingent liabilities and contingent assets in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
j. FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss ("FVTPL"). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.
Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
FINANCIAL ASSETS AT AMORTISED COST
Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are classified and measured subsequently at amortised cost.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME ("FVTOCI")
Financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are classified and measured at FVTOCI.
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity instrument, instead, it is transferred to retained earnings.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
By default, all other financial assets are measured subsequently at FVTPL. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
IMPAIRMENT
The Group recognises a loss allowance for expected credit losses on its financial assets. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.
FINANCIAL LIABILITIES AND EQUITY
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.
Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading, a derivative or designated as at FVTPL, are measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss, unless it relates to capitalised interest which is recognised as part of mining interests. Financial liabilities at FVTPL are measured at fair value and net gains and losses including any interest expenses are recognised in earnings.
DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risk and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
EMBEDDED DERIVATIVES
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 are treated as separate derivatives when they meet the definition of a derivative.
HEDGING
Certain derivative investments may qualify for hedge accounting. At the inception of hedge relationships, we document the economic relationship between hedging instruments and hedged items and our risk management objective and strategy for undertaking the hedge transactions.
For fair value hedges, any gains or losses on both the hedged item and the hedging instrument are recognised in the same line item in (loss)/earnings.
For cash flow hedges, any unrealised gains or losses on the hedging instrument relating to the effective portion of the hedge are initially recorded in other comprehensive (loss)/earnings. Where a cash flow hedge relates to a transaction where a non-financial asset or liability is recognised, accumulated gains or losses are recognised directly in the carrying amount of the non-financial asset or liability. The gains or losses are reclassified to (loss)/earnings in the same period or periods in which the hedged expected future cash flows affect profit or loss, when the hedged item ceases to exist or when the hedge is determined to be ineffective.
The Company did not apply hedge accounting during the years ended 31 December 2022 or 31 December 2021.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
k. ENVIRONMENTAL REHABILITATION PROVISIONS
The Group's mining and exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. The Group records a liability for the estimated future rehabilitation costs and decommissioning of its operating mines and development projects at the time the environmental disturbance occurs, or a constructive obligation is determined.
Environmental rehabilitation provisions are measured at the expected value of future cash flows including expected inflation and discounted to their present value using the current market assessment of the time value of money. The unwinding of the discount, referred to as accretion expense, is included in finance costs and results in an increase in the amount of the provision.
When provisions for closure and environmental rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and environmental rehabilitation activities is recognised in mining interests and amortised over the expected useful life of the operation to which it relates.
Environmental rehabilitation provisions are updated annually for changes to expected cash flows and for the effect of changes in the discount rate, and the change in estimate is added or deducted from the related asset and depreciated over the expected useful life of the operation to which it relates.
l. PROVISIONS
Provisions are recorded when a present legal or constructive obligation arises as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at the end of each reporting period and adjusted to reflect management's current best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the obligation. The increase in the provision due to passage of time is recognised as finance expense and included in finance costs in the statement of comprehensive (loss)/earnings.
m. REVENUE RECOGNITION
Revenue from the sale of gold and silver in bullion and doré bar form is recognised when the Group has transferred control to the customer at an amount reflecting the consideration the Group expects to receive in exchange for those products based on gold and silver content determined prior to shipment, and is subsequently adjusted to reflect the final gold and silver content determined by the customer. These adjustments have historically been insignificant. In determining whether the Group has satisfied a performance obligation, it considers the indicators of the transfer of control, which include, but are not limited to, whether: the Group has a present right to payment; the customer has legal title to the asset; the Group has transferred physical possession of the asset to the customer; and the customer has the significant risks and rewards of ownership of the asset. Control is transferred when the Group enters into a transaction confirmation for the transfer of gold which is either at the date at which the refining process is completed or at the point of shipment at the gold room at the mines. Revenue is measured at the transaction price agreed under the contracts, and is due immediately upon transfer of the gold to the customer.
n. SHARE CAPITAL
Ordinary or common shares are classified as share capital. 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.
When the Company purchases its own share capital ("treasury shares"), the consideration paid, including any directly attributable incremental costs, net of income taxes, is deducted from retained earnings/(deficit). If treasury shares are subsequently cancelled, the par value of the cancelled shares is credited to the capital redemption reserve. If treasury shares are subsequently re-issued, any consideration received, net of transaction costs, up to the amount paid to repurchase the shares is treated as a realised profit reinstating the retained earnings used when the shares were repurchased. Any excess is included in share premium.
o. EARNINGS PER SHARE
Earnings per share calculations are based on the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury stock method, whereby the proceeds from the exercise of potentially dilutive common shares with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the Company's common shares at their average market price for the period.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
p. SHARE-BASED PAYMENT ARRANGEMENTS
The Company's share-based payment arrangements include performance share units and deferred share units.
Deferred share units ("DSUs") are settled in cash upon exercise. DSUs are recognised as share-based payment expense on the date of grant, as these instruments vest immediately. Changes in fair value of DSUs at each reporting date are recognised as share-based payment expense in the period.
Performance share units ("PSUs") are settled in cash or shares of the Company. The fair value of the estimated number of PSUs that will eventually vest, determined at the date of grant, is recognised as share-based compensation expense over the vesting period, with a corresponding amount recorded as equity or a liability. The fair value of the PSUs is estimated using the market value of the underlying shares as well as assumptions related to the market and non-vesting conditions at the grant date. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Management re-evaluates the assumptions related to the non-market conditions periodically for changes in the number of options that are expected to ultimately vest.
Equity settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.
Cash settled share-based payments to employees and other providing similar services, such as PSUs and DSUs, are those where the employees or other has the contractual right to receive the share-based payment in cash upon exercise. Cash settled share-based payments to employees and other providing similar services are measured at the fair value of the instrument at the grant date and every reporting period, with changes in fair value recognised through profit or loss and a corresponding amount recorded as a liability.
Exchanges of share options or other share-based payment awards in conjunction with a business combination are accounted for as modifications of the share-based payments awards. Where the Company is obliged to replace the acquiree awards, either all or a portion of the market-based measure of the Company's replacement awards is included in measuring the consideration transferred in the business combination. In determining the portion of the replacement award that is part of the consideration transferred for the acquiree, both the replacement awards and the acquiree awards are measured at the acquisition date. The portion of the replacement awards that is included in measuring the consideration transferred in a business combination equals the market-based measure of the acquiree awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the acquiree award. The excess of the market-based measure of the replacement awards over the market-based measure of the acquiree awards included in measuring the consideration transferred is recognised as remuneration cost for post transaction service.
q. MERGER ACCOUNTING
Group reorganisations, including transfer of assets and liabilities and acquisition of companies within the Endeavour Mining plc Group are accounted for using merger accounting. As a result, any assets and liabilities are transferred at carrying value rather than fair value. The difference between the carrying value of assets and liabilities transferred and the consideration paid has been recognised in the merger reserve.
r. EMPLOYEE BENEFIT TRUST
The Employee Benefit Trust ("EBT") is considered to be a Special Purpose Entity and is accounted for under IFRS 10 and consolidated on the basis that the Company has control, thus the assets and liabilities of the EBT are included in the financial position and results of operations of the Group and the shares held by the EBT are presented as a deduction from equity.
s. DIVIDENDS
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Board and physically paid to shareholders. For final dividends, this is when approved by the shareholders at the AGM.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
t. CHANGES IN ACCOUNTING STANDARDS
The Group has adopted the following new IFRS standard for the annual period beginning on 1 January 2022:
AMENDMENTS TO IFRS 3 BUSINESS COMBINATIONS; IAS 16 PROPERTY, PLANT AND EQUIPMENT; IAS 37 PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
In May 2020, the IASB issued "Property, Plant and Equipment—Proceeds before Intended Use" which made amendments to IAS 16 Property, Plant and Equipment, "Onerous Contracts—Cost of Fulfilling a Contract" which made amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets and "Reference to the Conceptual Framework" which made amendments to IFRS 3 Business Combinations:
- IAS 16 The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
- IAS37 The amendments specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. It clarifies that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts.
- The amendments updated IFRS 3 by replacing a reference to an old version of the Board's Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018.
The impact of adoption of these amendments was not significant to the Group though they may have an impact in future periods.
ANNUAL IMPROVEMENTS TO IFRSs - IFRS 1, IFRS 9 ILLUSTRATIVE EXAMPLES ACCOMPANYING IFRS 16
In May 2020 the International Accounting Standards Board (IASB) issued "Annual Improvements to IFRS Standards 2018-2020". The narrow-scope amendments to four IFRS Standards are as follows:
- IFRS 1 Simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter of IFRS Standards after its parent company has already adopted them. The amendment relates to the measurement of cumulative translation differences.
- IFRS 9 Clarifies the fees a company includes in assessing the terms of a new or modified financial liability to determine whether to derecognise a financial liability.
- Illustrative Examples accompanying IFRS 16 Leases Removes the potential for confusion regarding lease incentives by amending an Illustrative Example accompanying IFRS 16.
The impact of adoption of these amendments was not significant to the Group.
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements that the Group reasonably expects will have an impact on its disclosures, financial position or performance when applied at a future date, are disclosed below. The Group intends to adopt these standards when they become effective. Other standards and interpretations that are issued, but not yet effective, which are not expected to impact the Group have not been listed.
AMENDMENTS TO IFRS 1: CLASSIFICATION OF LIABILITIES AS CURRENT OR NON-CURRENT
The IASB, at its meeting held in June 2021, tentatively decided to amend the requirements in IAS 1 with respect to the classification of liabilities subject to conditions and disclosure of information about such conditions and to defer the effective date of the 2020 amendment by at least one year to annual reporting periods beginning no earlier than on or after 1 January 2024. The Group is evaluating the impact of adopting the amendments to IFRS 1 on its consolidated financial statements in future periods.
AMENDMENTS TO IAS 1 AND IFRS PRACTICE STATEMENT 2: DISCLOSURE OF ACCOUNTING POLICIES
In February 2021, the Board issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements (the "PS"), in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures.
The amendments aim to help entities provide accounting policy disclosures that are more useful by:
- Replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies; and
- Adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted as long as the fact is disclosed. The Group is evaluating the impact of adopting the amendments to IAS 1 on its consolidated financial statements in future periods.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
AMENDMENTS TO IAS 8: DEFINITION OF ACCOUNTING ESTIMATES
In February 2021, the Board issued amendments to IAS 8, in which it introduces a new definition of 'accounting estimates'. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. The amendments apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of the effective date. Earlier application is permitted. The Group is evaluating the impact of adopting the amendments to IAS 8 on its consolidated financial statements in future periods.
AMENDMENTS TO IAS 12: DEFERRED TAX RELATED TO ASSETS AND LIABILITIES ARISING FROM A SINGLE TRANSACTION In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.
The amendments clarify that, where payments that settle a liability are deductible for tax purposes, it is a matter of judgement (having considered the applicable tax law) whether such deductions are attributable for tax purposes to the liability recognised in the financial statements (and interest expense) or to the related asset component (and interest expense). This judgement is important in determining whether any temporary differences exist on initial recognition of the asset and liability.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. An entity should apply the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, it should also recognise a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability for all deductible and taxable temporary differences associated with leases and decommissioning obligations. The Group is evaluating the impact of adopting the amendments to IAS 12 on its consolidated financial statements in future periods.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
3 CRITICAL JUDGEMENTS AND KEY ESTIMATES
The preparation of the Group's consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the accompanying disclosures. These assumptions, judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. Management reviews its estimates and underlying assumptions 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 revision and future periods if the revision affects both current and future periods.
CRITICAL JUDGEMENTS
The critical judgements that the Group's management has made in the process of applying the Group's accounting policies, that have the most significant effect on the amounts recognised in the Group's consolidated financial statements are as follows:
CLIMATE CHANGE
Management has considered the impact of climate change in preparing these consolidated financial statements. These considerations, which are integral to the Group's strategy and operations, were considered in the following areas:
- the judgements involved in the evaluation of indicators of impairment for the Group's mining interests (note 6);
- the estimates used in the determination of the future cash flows used in the impairment assessments of mining interests and goodwill (note 6 and 13);
- the judgements used in the evaluation of the Group's exploration and evaluation assets for impairment (note 6);
- the estimates used in the determination of the environmental rehabilitation provision (note 18);
- the evaluation of the residual values and economic useful lives of property, plant, and equipment (note 12);
- the determination of targets for the Group's long-term incentive plan (note 7); and
- the fair value of assets acquired and liabilities assumed in business combinations in 2021 (note 4).
The effects of climate-related strategic decisions are incorporated into management's judgements and estimates, in particular as it relates to the future cash flow projections underpinning the recoverable amounts of mining interests, when the decisions have been approved by the Board, and the implementation of these is likely to occur. The considerations with respect to climate change did not have a material impact on the key accounting judgements and estimates noted above in the current year, however, the emphasis on climate-related strategic decisions, such as a focus on decarbonisation and alternative energy sources, including solar power, may have a significant impact in future periods.
RECOVERABILITY OF VALUE ADDED TAX ("VAT")
Included in trade and other receivables are recoverable VAT balances owing mainly by the fiscal authorities in Burkina Faso, Senegal, and Côte d'Ivoire. The Group is following the relevant process in each country to recoup the VAT balances owing and continues to engage with authorities to estimate if all amounts are recoverable and to accelerate the repayment of the outstanding VAT balances.
DETERMINATION OF ECONOMIC VIABILITY
Management has determined that exploratory drilling, evaluation and related costs incurred which have been capitalised are economically viable. Management uses several criteria in its assessments of economic viability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.
CAPITALISATION AND DEPRECIATION OF WASTE STRIPPING
Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, among others, the expected life of mine stripping ratio for each separate open pit, the determination of what defines separate pits, and the expected ounces to be extracted from each component of a pit for which the stripping asset is depreciated.
CAPITALISATION AND DEPRECIATION OF UNDERGROUND DEVELOPMENT
Capitalisation of underground development requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, among others, the determination of what defines separate underground operations, differentiation between primary and secondary development, and the expected ounces to be extracted from each underground zone(s) for which the development asset is depreciated.
INDICATORS OF IMPAIRMENT
The Group considers both internal and external information in its process of determining whether there are any indicators for impairment or impairment reversals on any of its assets. Management considers the following external factors to be relevant: Changes in the market capitalisation of the entity, changes in the long-term gold price expectations, or changes in the technological, market, economic or legal environment in which the entity operates, or in the market to which the asset is dedicated. Management considers the following internal factors to be relevant: changes in the estimates of recoverable ounces, significant movements in production costs and variances of actual production costs when compared to budgeted production costs, production patterns and whether production is meeting planned budget targets, changes in
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
the level of capital expenditures required at the mine site, changes in the expected cost of dismantling assets and restoring the site, particularly towards the end of a mine's life. The Group also considers certain judgements on future events, specifically if the Group will continue with development of certain exploration and evaluation assets, and the likelihood of exploration permits currently in process of being renewed will be renewed by the appropriate regulatory bodies. Refer to note 6 for details of impairment assessments performed during the year.
DISCONTINUED OPERATIONS
Judgement is required when determining whether a component of an entity classifies as a discontinued operation. A component of the Group should be classified as a discontinued operation when it has been disposed of, or if it is classified as held for sale, and represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale. Judgement is required when determining whether the component represents a separate major line of business or geographical area of operations. This was applied to the classification of the Agbaou mine as a discontinued operation for the period up until its disposal in 2021, and the classification of the Karma mine as a discontinued operation for the full 2021 period and the period up until its disposal in 2022. The Agbaou and Karma mines are considered major geographical areas of operations which has been reported as separate segments in the past, and as such we have determined the classification of a discontinued operation to be appropriate.
KEY ESTIMATES
The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Group's assets and liabilities within the year following 31 December 2022 are as follows:
FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
When the Company obtains control of a business the business combination is accounted for using the acquisition method of accounting. By applying this method all assets acquired and liabilities assumed are to be measured at fair value at acquisition date. The excess of the purchase consideration over the fair value of the net assets and liabilities acquired (if any) is recognised as goodwill. Goodwill recognised as a part of a business combination is allocated to the cash generating units ("CGUs") in the Group based on their expected benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. If the fair values of the net assets and liabilities assumed are more than the purchase consideration, the excess is recognised as a bargain purchase gain in the statement of comprehensive (loss)/earnings. The determination of fair value often requires management to make estimates and assumptions regarding future events which include, but are not limited to, future gold prices, projected production levels, life of mine plans, future reserves and resources, operating costs, capital expenditures, and discount rates (note 4).
OTHER FINANCIAL ASSETS
Other financial assets include shares of Allied Gold Corp Limited ("Allied") (note 4) with a value of \$40.0 million which were consideration received upon the sale of the Agbaou mine. The Group has the option to sell the shares back to Allied at a price of \$50.0 million until the earlier of Allied completing an initial public offering transaction ("IPO") or 31 December 2023, but the put option cannot be exercised prior to 1 October 2023. In evaluating the fair value of the shares, management determined that there is no indication of a significant change in the fair value of the shares since their acquisition in March 2021. Management will continue to monitor the results of operations of Allied, as well as the likelihood of an initial public offering, to evaluate if there is a change in the fair value of the Allied shares, or in the resulting \$50.0 million receivable, if the option to sell back the shares is exercised by the Group.
IMPAIRMENT OF MINING INTERESTS AND GOODWILL
In determining the recoverable amounts of the Group's mining interests and goodwill, management makes estimates of the discounted future cash flows expected to be derived from the Group's mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions about gold's selling price, future capital expenditures, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates. Reductions in gold price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Group's mining interests and/or goodwill (note 6, 13).
ESTIMATED RECOVERABLE OUNCES
The carrying amounts of the Group's mining interests are depleted based on the estimated recoverable ounces for each mine. Changes to estimates of recoverable ounces due to revisions to the Group's mine plans and changes in gold price forecasts can result in a change to future depletion rates.
MINERAL RESERVES
Mineral reserves and mineral resources are determined in accordance with Canadian Securities Administrator's National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mineral reserve and resource estimates include numerous estimates. Such estimation is a subjective process, and the accuracy of any mineral reserve or resource estimate is dependent on the quantity and quality of available data and on the assumptions made and judgements used
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
in engineering and geological interpretation. Changes to management's assumptions including economic assumptions such as gold prices and market conditions could have a material effect in the future on the Group's financial position and results of operations.
ENVIRONMENTAL REHABILITATION COSTS
The provisions for rehabilitation are based on the expected costs of environmental rehabilitation and inputs used to determine the present value of such provisions and the related accretion expense using the information available at the reporting date. To the extent the actual costs differ from these estimates, adjustments will be recorded and the profit or loss and future cash flows may be impacted.
INVENTORIES
The measurement of inventory and the determination of net realisable value involves the use of estimates. This is especially the case when determining the net realisable value of stockpiles. Estimation is required when determining completion costs to bring the stockpile inventory to a condition ready for sale, total tonnes included in the stockpiles and the recoverable gold contained therein. Other estimates include future gold prices, long and short term usage, recovery rates, production cost forecasts and production plans.
Estimation is also required when determining whether to recognise a provision for obsolete stock, in particular as it relates to the amount of time the stock has been on hand and whether there are alternative uses for the consumables prior to recognising a provision for stock.
CURRENT INCOME TAXES
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. From time to time the Group is subject to a review of its income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Group's business conducted within the country involved. Management evaluates each of the assessments and recognises a provision based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal or arbitrative process. In the event that management's estimate of the future resolution of these matters change over time, the Group will recognise the effects of the changes in its consolidated financial statements in the period that such changes occur (note 26).
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
4 ACQUISITIONS AND DIVESTITURES
In the year ended 31 December 2022, the Group incurred \$7.8 million (for the year ended 31 December 2021 - \$29.5 million) of acquisition and restructuring related costs relating to management restructuring, advisory, legal, valuation and other professional fees, primarily with respect to the acquisition of Teranga Gold Corporation ("Teranga") in the prior year. These costs are expensed as acquisition and restructuring costs within other expenses in the consolidated statement of comprehensive (loss)/earnings.
a. ACQUISITION OF TERANGA
On 10 February 2021, the Group completed the acquisition of Teranga. Teranga was a Canadian-based gold mining company listed on the TSX and in the United States on the OTCQX market with two operating mines in West Africa: the Sabodala-Massawa Gold Complex ("Sabodala-Massawa") in Senegal and the Wahgnion Gold Mine ("Wahgnion") in Burkina Faso. In addition, Teranga had a number of early to advanced stage exploration properties in Burkina Faso, Côte d'Ivoire and Senegal. The acquisition of Teranga supports the Group's growth strategy and enhances the Group's production profile.
Under the terms of the agreement, the Group acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 of an Endeavour share for each Teranga share held which resulted in a total of 78.8 million shares issued upon closing of the acquisition. Given the issuance of Endeavour common shares as a result of the transaction and the relative voting rights of the Endeavour and Teranga shareholders subsequent to the transaction being completed, Endeavour has been identified as the acquirer and has accounted for the transaction as a business combination.
The Group retained an independent appraiser to determine the fair value of the assets acquired and liabilities assumed, using income, market and cost valuation methods. The excess of total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for tax purposes. The goodwill balance is attributable to the recognition of a deferred tax liability from the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed at amounts that do not reflect fair value. The non-controlling interest is measured at its proportionate share of the fair value of net assets.
The fair values of the mining interests acquired were estimated using discounted cash flow models, where the expected future cash flows are based on estimates of future gold prices, estimated quantities of ore reserves and mineral resources, expected future production costs and capital expenditures based on the life of mine plans at the acquisition date. The Company finalised the fair values of certain assets acquired and liabilities assumed in the acquisition in the fourth quarter of 2021, in particular as it relates to the fair values of mining interests and liabilities with respect to certain income tax positions. These adjustments to the allocation of the purchase consideration were recognised retrospectively.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The consideration and allocation to the value of assets acquired and liabilities assumed are as follows:
| Final purchase | |
|---|---|
| Notes | price allocation |
| Purchase price: | |
| Fair value of 78.8 million Endeavour common shares issued | 1,678.3 |
| Fair value of Endeavour options issued | 30.4 |
| Fair value of Endeavour warrants and call-rights issued | 41.5 |
| 1,750.2 | |
| Net assets/(liabilities) acquired | |
| Cash | 27.0 |
| Net working capital (excluding inventory) | (132.4) |
| Inventory | 238.7 |
| Mining interests | 2,773.8 |
| Other long-term assets | 2.0 |
| Goodwill 13 |
94.8 |
| Debt | (358.9) |
| Income taxes payable | (76.9) |
| Offtake liability | (49.7) |
| Contingent consideration 17 |
(45.6) |
| Reclamation liability | (38.1) |
| Other liabilities acquired | (9.6) |
| Deferred taxes | (429.0) |
| Non-controlling interest | (245.9) |
| Net Assets | 1,750.2 |
The significant assumptions used in the determination of the fair value of the mining interests were as follows:
| Assumption | Sabodala-Massawa | Wahgnion |
|---|---|---|
| Gold price - 2021 to 2024 | \$1,900 to \$1,600 per ounce | \$1,900 to \$1,600 per ounce |
| Long-term gold price | \$1,600 per ounce | \$1,600 per ounce |
| Discount rate | 5.6 % | 7.0 % |
| Mine life | 14 years | 10 years |
| Average grade over life of mine | 1.97 g/t | 1.57 g/t |
| Average recovery rate | 89 % | 92 % |
On 31 March 2021, the Group settled the full amount outstanding under the gold off-take liability which resulted in a cash outflow of \$49.7 million.
Consolidated revenue for the year ended 31 December 2021 includes revenue from the date of acquisition from the assets acquired in the acquisition of Teranga of \$926.0 million. The consolidated earnings for the year ended 31 December 2021 includes net earnings before tax from the date of acquisition from the assets acquired in the acquisition of Teranga of \$248.1 million. Had the transaction occurred on 1 January 2021, the pro forma consolidated revenue and net earnings before taxes for the year ended 31 December 2021 would have been approximately \$2,840.8 million and \$326.1 million respectively.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
b. DIVESTITURE OF KARMA
On 10 March 2022, the Group completed the sale of its 90% interest in the Karma mine cash-generating unit ("CGU") to Néré Mining SA ("Néré"). The total consideration of \$20.0 million upon sale of the Karma mine included (i) a deferred cash payment of \$5.0 million to be paid six months after closing of the transaction subject to certain conditions being met; (ii) a contingent payment of up to \$10.0 million payable twelve months after closing, based on a sliding scale, linked to the average gold price; and (iii) a 2.5% net smelter royalty ("NSR") on all ounces produced by the Karma mine in excess of 160koz of recovered gold from 1 January 2022.
The fair value of the various aspects of the consideration at the transaction closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
- The fair value of the deferred cash payment payable subject to specific conditions six months after closing of the transaction was determined to be \$5.0 million.
- The fair value of the contingent consideration was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of \$1,829 per ounce, annualised gold price volatility of 14.8%, for each of the quarters in 2022, which resulted in a fair value of \$5.0 million.
- The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Karma reserves at 1 January 2022. Based on the various scenarios considered, the fair value of the NSR was \$10.0 million.
The results of operations for the comparative periods have been restated to reclassify the (loss)/earnings relating to Karma as (loss)/earnings from discontinued operations. The cash flows related to Karma for the comparative have also been restated and reclassified as cash flows related to discontinued operations.
At 31 December 2021, an impairment assessment was completed to recognise the Karma CGU at the lower of its carrying value and FVLCD. The FVLCD was valued using a market-based valuation approach based on the expected fair value of the consideration to be received upon closing of the disposal of \$25.0 million, which resulted in an impairment of the mining interests at 31 December 2021 of \$11.7 million. The fair value of the various aspects of the expected consideration were classified as Level 3 fair value measurements.
At 31 December 2022, the fair value of the contingent consideration was unchanged. The fair value of the NSR and the deferred cash payment at 31 December 2022 was \$6.5 million and \$nil respectively, and a loss of \$8.5 million was recognised in the year ended 31 December 2022 (2021 - \$nil). The fair value of the various aspects of consideration are included in note 14.
The Group recognised a gain on disposal of \$17.8 million, net of tax, calculated as follows:
| At 10 March 2022 |
|
|---|---|
| Deferred cash payment | 5.0 |
| Contingent consideration | 5.0 |
| Net smelter royalty | 10.0 |
| Total proceeds | 20.0 |
| Cash and cash equivalents | 4.5 |
| Restricted cash | 3.7 |
| Trade and other receivables | 6.2 |
| Prepaid expenses and other | 1.1 |
| Inventories | 22.8 |
| Mining interests | 19.4 |
| Other long term assets | 10.3 |
| Total assets | 68.0 |
| Trade and other payables | (27.2) |
| Other liabilities | (29.3) |
| Total liabilities | (56.5) |
| Net assets | 11.5 |
| Non-controlling interests | (9.3) |
| Net assets attributable to Endeavour | 2.2 |
| Gain on disposition | 17.8 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The earnings and loss for the CGU was as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 20221 |
31 December 2021 |
|
| Revenue | 17.2 | 147.2 |
| Operating costs | (13.7) | (91.6) |
| Impairment of mining interests | — | (11.7) |
| Depreciation and depletion | (4.8) | (48.9) |
| Royalties | (1.7) | (13.4) |
| Other expense | — | (5.4) |
| Gain on disposition | 17.8 | — |
| Earnings/(loss) before taxes | 14.8 | (23.8) |
| Deferred and current income tax expense | — | (1.3) |
| Net comprehensive earnings/(loss) from discontinued operations | 14.8 | (25.1) |
| Attributable to: | ||
| Shareholders of Endeavour Mining plc | 14.5 | (24.3) |
| Non-controlling interest | 0.3 | (0.8) |
| Total comprehensive earnings/(loss) from discontinued operations | 14.8 | (25.1) |
| Net earnings/(loss) per share from discontinued operations | ||
| Basic | 0.06 | (0.10) |
| Diluted | 0.06 | (0.10) |
- Up to the disposal date of 10 March 2022.
The cash flows from the CGU were as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 20221 |
31 December 2021 |
|
| Operating cash flows | 4.9 | 32.9 |
| Investing cash flows | (0.5) | (6.1) |
| Financing cash flows | 10.2 | (2.0) |
| Total cash flows from Karma included in cash flows from discontinued operations | 14.6 | 24.8 |
- Up to the disposal date of 10 March 2022.
c. DIVESTITURE OF THE AGBAOU CGU
On 1 March 2021, the Group completed the sale of its 85% interest in the Agbaou mine CGU to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of \$16.4 million (net of working capital adjustments of \$3.6 million upon closing), of which \$10.5 was received in the year ended 31 December 2021; (ii) \$40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then. The option was subsequently extended to 31 December 2023 (note 14); (iii) contingent consideration of up to \$20.0 million comprised of \$5.0 million payments for each quarter in 2021 where the average gold price exceeds \$1,900 per ounce; and (iv) a NSR on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least \$1,400 per ounce, 2% if the gold price is at least \$1,200 per ounce and less than \$1,400 per ounce, 1% if the gold price is at least \$1,000 per ounce and less than \$1,200 per ounce, and 0% if the gold price is below \$1,000 per ounce.
The fair value of the various aspects of the consideration at the transaction closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
- The cash was determined to have a fair value of \$16.4 million, which is the agreed upon \$20.0 million, net of working capital adjustments on closing.
- The fair value of the Allied shares was determined to be \$40.0 million based on the initial value of the option to sell back the shares, as well as the most recent share issuances of Allied shares with other arm's length parties.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
- The fair value of the contingent consideration based on the gold price was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of \$1,723 per ounce, annualised gold price volatility of 18.36%, for each of the quarters in 2021, which resulted in a fair value of \$0.5 million.
- The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Agbaou reserves at 31 December 2019. Based on the various scenarios considered, the fair value of the NSR was \$5.5 million.
During 2022, the Company sold the NSR receivable from Allied with a fair value of \$6.2 million on date of sale (note 14). The fair value of the remaining various aspects of the consideration at 31 December 2022 is included in note 10 and note 14.
Included in the net loss from discontinued operations for the year ended 31 December 2022 is \$5.7 million related to a claim received from Allied for the settlement of a historical tax liability as determined under the sale agreement of the Agbaou mine.
The Group recognised a loss on disposal of \$13.6 million, net of tax, in the period ended 31 March 2021, calculated as follows:
| 1 March 2021 | |
|---|---|
| Total proceeds | 61.9 |
| Total assets | 127.0 |
| Total liabilities | (48.5) |
| Net assets | 78.5 |
| Non-controlling interests | (3.0) |
| Net assets attributable to Endeavour | 75.5 |
| Loss on disposition | (13.6) |
The earnings and loss for the CGU was as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Revenue | — | 25.4 |
| Operating costs | — | (14.2) |
| Royalties | — | (1.4) |
| Other income | — | 0.1 |
| Loss on disposition | — | (13.6) |
| Loss before taxes | — | (3.7) |
| Deferred and current income tax expense | (5.7) | — |
| Net comprehensive loss from discontinued operations | (5.7) | (3.7) |
| Attributable to: | ||
| Shareholders of Endeavour Mining plc | (5.7) | (5.2) |
| Non-controlling interest | — | 1.5 |
| Total comprehensive loss from discontinued operations | (5.7) | (3.7) |
| Net loss per share from discontinued operations | ||
| Basic | (0.02) | (0.02) |
| Diluted | (0.02) | (0.02) |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The cash flows from the CGU were as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Operating cash flows | — | (8.8) |
| Investing cash flows | (5.7) | (0.2) |
| Financing cash flows | — | (45.4) |
| Total cash flows from Abgaou included in cash flows from discontinued operations | (5.7) | (54.4) |
5 EARNINGS FROM OPERATIONS
The following tables summarise the significant components of earnings from operations.
a. REVENUE
| YEAR ENDED | ||
|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
| Gold revenue | 2,497.3 | 2,630.9 |
| Silver revenue1 | 10.8 | 11.2 |
| Revenue 23 |
2,508.1 | 2,642.1 |
- In the year ended 31 December 2021, silver revenue was recognised as a credit to operating expenses and included within cost of sales, but has been restated to be included within revenue in line with the current year presentation.
The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold through numerous commodity market traders worldwide.
b. OPERATING EXPENSES
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Supplies and consumables | 505.1 | 460.8 |
| Employee compensation1 | 167.9 | 183.3 |
| Contractor costs | 320.1 | 302.5 |
| Net change in inventories | (13.6) | 35.9 |
| Operating expenses | 979.5 | 982.5 |
- The Group had an average of 5,686 employees for the year ended 31 December 2022 (31 December 2021 - an average of 5,742 employees). Total employee compensation for year was \$200.8 million and includes \$167.9 million recognised in operating expenses, \$5.8 million recognised as part of exploration costs, \$4.6 million recognised as part of other expenses as acquisition and restructuring costs (note 4) and \$22.5 million recognised in corporate costs (year ended 31 December 2021 - total employee compensation was \$225.1 million and included \$183.3 million recognised in operating expenses, \$5.1 million recognised as part of exploration costs, \$11.8 million recognised as part of acquisition and restructuring costs (note 4) and \$24.9 million recognised in corporate costs). Total employee compensation includes pension contributions of \$0.9 million (31 December 2021 - \$0.9 million).
c. CORPORATE COSTS
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| London Stock Exchange listing expenses | — | 12.6 |
| Employee compensation | 22.5 | 24.9 |
| Professional services | 11.0 | 9.5 |
| Other corporate expenses | 14.2 | 15.5 |
| Total corporate costs | 47.7 | 62.5 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
d. AUDIT AND NON-AUDIT FEES
The following table summarises total audit and non-audit fees incurred with the auditor of the Group, which are included in professional services as part of corporate costs:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Audit services1 | 1.7 | 2.0 |
| Audit-related assurance services2 | 0.3 | 0.2 |
| Non-audit services3 | — | 1.5 |
| Total | 2.0 | 3.7 |
-
Audit services are in respect of audit fees for the Group.
-
Audit related assurance services comprise fees paid to the auditors in respect of quarterly reviews.
-
Non-audit services in the prior year comprise non-recurring fees paid to the auditors in respect of the London listing, prospectus filings in Canada, as well as the offering of the Senior Notes.
e. OTHER EXPENSES
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Disturbance costs1 | 5.9 | — |
| Impairment of receivables2 | 19.6 | 3.0 |
| Acquisition and restructuring costs3 | 7.8 | 29.5 |
| Community contributions | 2.2 | 1.8 |
| Loss on disposal of assets4 | 2.7 | 11.3 |
| Provision for legal claims and other5 | 13.7 | — |
| Other expenses | 51.9 | 45.6 |
-
Disturbance costs relate to the write-off of consumables and spare parts destroyed after disturbance at the Houndé mine in May 2022.
-
Impairment of receivables relate to the expected credit losses on various receivables that have been outstanding for more than twelve months, and the write-off of VAT amounts that were deemed non-recoverable.
-
Acquisition and restructuring costs have been reclassified and are now included within other expenses rather than disclosed as a separate line item on the statement of comprehensive earnings in the comparative period.
-
Loss on disposal of assets relates to the disposal of certain exploration and other corporate assets during the year.
-
Provision for legal claims and other includes an estimate of amounts owing upon settlement of various legal, tax and employees claims.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
6 IMPAIRMENT OF MINING INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2022
During the fourth quarter of 2022, the Group performed a review for indicators of impairment at each of the CGUs and evaluated key assumptions such as significant revisions to the mine plan including current estimates of recoverable mineral reserves and resources, recent operating results, and future expected production based on the reserves and resources. The Company is also continuing to monitor the geopolitical environment in West Africa and its impact on our operations. In addition, those CGUs to which goodwill has been allocated are tested at least annually for impairment (Mana and Sabodala-Massawa, note 13). As a result of the above, the Sabodala-Massawa, Mana, Boungou and Wahgnion CGUs were tested for impairment at 31 December 2022. There were no indicators of impairment identified at the Group's other mine site CGUs in the year.
The recoverable amount of the CGUs were based on the future after-tax cash flows expected to be derived from the Group's mining interests and represents the FVLCD, a Level 3 fair value measurement. The projected cash flows used in impairment testing are significantly affected by changes in the following assumptions and are all in real terms:
- Gold price Forecast gold prices used are management's estimates for future gold prices and are based on external views of future gold prices
- Discount rates The Group's weighted average cost of capital which incorporates estimates for risk-free interest rates, market value and return of the Group's equity, asset-specific risk, and debt-to-equity financing ratio
- Production The production volumes incorporated into the detailed life of mine plans take into account the estimated recoverable reserves and resources, as well as exploration potential expected to be converted into reserves, as part of management's long-term planning process. The estimate of the production volumes for each mine are dependent on a number of variables, including expected grades, recoveries, anticipated waste stripping, and cost parameters to economically extract the reserves. For those measured, indicated, and inferred resources that are not included in the life of mine plans, management has included a dollar per ounce value based on observable market transactions for comparable assets.
Key assumptions used in the FVLCD calculations:
| Sabodala | ||||
|---|---|---|---|---|
| Assumption | Boungou | Mana | Massawa | Wahgnion |
| Gold price - 2023 | \$1,741 | \$1,741 | \$1,741 | \$1,741 |
| Gold price - 2024 | \$1,739 | \$1,739 | \$1,739 | \$1,739 |
| Gold price - 2025 | \$1,734 | \$1,734 | \$1,734 | \$1,734 |
| Long-term gold price | \$1,641 | \$1,641 | \$1,641 | \$1,641 |
| Mine life | 9 years | 11 years | 17 years | 10 years |
| Life of mine production (thousands of ounces) | 981 | 2,075 | 5,509 | 1,486 |
| Discount rate | 9.8 % | 8.5 % | 6.3 % | 9.0 % |
Following our assessment, the Mana and Sabodala-Massawa CGUs were not impaired, as the recoverable amounts exceeded the carrying values of each of these CGUs by \$99.6 million and \$181.6 million, respectively. The relatively small difference between the recoverable amount and the carrying value is not unexpected as these CGUs were recognised at fair value when they were acquired in 2020 and 2021 respectively.
A sensitivity analysis was performed to identify the impact of changes in the key assumptions over the life of mine to the impairment analysis, which include metal prices, discount rate, production and operating expenses, as these are the most significant assumptions that impact the recoverable value of the assets. The sensitivities selected represent management's estimate of the highest reasonably possible change to each of these assumptions. The below table outlines the impact on the Mana and Sabodala-Massawa impairment models by applying sensitivities to the key inputs noted below:
| Mana | Sabodala-Massawa | |||
|---|---|---|---|---|
| Assumption | Change in fair value | Change in fair value | ||
| Decrease in metal prices of 5% | \$ | (94.0) \$ | (388.4) | |
| Increase in discount rate of 2% | \$ | (40.1) \$ | (178.8) | |
| Decrease in production of 10% | \$ | (188.1) \$ | (478.8) | |
| Increase in operating expenditures of 10% | \$ | (113.8) \$ | (225.4) |
Based on the sensitivity analysis performed on the key assumptions above, a decrease in metal prices, an increase in discount rate, a decrease in production or an increase in operating expenditures, when other assumptions remain constant, would reduce the headroom and result in the carrying value of these CGUs to exceed the recoverable value of the mining interest resulting in an impairment. However, these sensitivity analysis do not represent management's best
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
estimate of the recoverable amount of the assets, as they do not reflect any consequential management actions that may be incorporated in the life of mine plans as a result from these changes.
IMPAIRMENT OF BOUNGOU MINE
During the year ended 31 December 2022, the Boungou mine continued to experience lower than expected grades and higher operating costs, due to security and logistical challenges. In developing a revised life of mine plan, management reflected the current estimates of recoverable mineral reserves and resources, including exploration potential, the increase in strip ratio over the life of the mine and the increased operating costs of the mine.
Given the decrease in the cash flows of the Boungou mine expected in the latest life of mine plan, the Group concluded that there was an impairment at the Boungou CGU at 31 December 2022, as the recoverable amount of the Boungou CGU, representing its FVLCD, was equal to \$247.9 million which was below the carrying amount, and recognised an impairment of \$163.3 million related to the mining interests.
The following sensitivity analysis on the three most significant assumptions demonstrates the impact of a change of these assumptions on the impairment recognised in the year:
| Assumption | Additional impairment | |
|---|---|---|
| Decrease in metal prices of 5% | \$ | (47.3) |
| Increase in discount rate of 2% | \$ | (13.4) |
| Decrease in production of 10% | \$ | (94.7) |
| Increase in operating expenditures of 10% | \$ | (67.8) |
IMPAIRMENT OF WAHGNION MINE
During the year ended 31 December 2022, the Wahgnion mine experienced higher operating costs and lower than expected grades relative to expectations. In developing a revised life of mine plan, management reflected the current estimates of recoverable reserves and resources, including exploration potential, as well as the increased operating costs of the mine.
Given the decrease in the cash flows of the Wahgnion mine expected in the life of mine plan, the Group concluded that there was an impairment at the Wahgnion CGU at 31 December 2022, as the recoverable amount of the Wahgnion CGU, representing its FVLCD, was equal to \$311.0 million which was below the carrying amount, and recognised an impairment of \$197.0 million related to the mining interests.
The following sensitivity analysis on the three most significant assumptions demonstrates the impact of a change of these assumptions on the impairment recognised in the year:
| Assumption | Additional impairment |
|---|---|
| Decrease in metal prices of 5% | \$ (71.3) |
| Increase in discount rate of 2% | \$ (18.8) |
| Decrease in production of 10% | \$ (140.0) |
| Increase in operating expenditures of 10% | \$ (100.2) |
FOR THE YEAR ENDED 31 DECEMBER 2021
During the fourth quarter of 2021, the Group performed a review for indicators of impairment at each of the CGUs and evaluated key assumptions such as significant revisions to the mine plan including current estimates of recoverable mineral reserves and resources, recent operating results, future expected production based on the reserves. In addition, those CGUs to which goodwill has been allocated are tested at least annually for impairment (note 13). As a result of the above, the Sabodala-Massawa, Mana, Boungou and Karma (note 4) CGUs were tested for impairment at 31 December 2021. There were no other indicators of impairment identified at the Group's other mine site CGUs in the prior year.
The recoverable amount of the Mana, Boungou and Sabodala-Massawa CGUs were based on the future after-tax cash flows expected to be derived from the Group's mining interests and represents the FVLCD, a Level 3 fair value measurement. The projected cash flows used in impairment testing are significantly affected by changes in assumptions for metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production costs estimates, capital expenditures estimates, and discount rates. The Group's impairment testing incorporated the following key assumptions: The estimates used for gold prices, and the discount rate which represented the Group's weighted average cost of capital and which included estimates for risk-free interest rates, market value of the Group's equity, market return on equity, share volatility and debt-to-equity financing ratio.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Key assumptions used in the FVLCD calculations:
| Sabodala | |||
|---|---|---|---|
| Assumption | Mana | Boungou | Massawa |
| Gold price | \$1,800 | \$1,800 | \$1,800 |
| Long-term gold price | \$1,600 | \$1,600 | \$1,600 |
| Mine life | 10 years | 10 years | 17 years |
| Discount rate | 6.9 % | 7.7 % | 5.5 % |
Management determined that the Sabodala-Massawa and Mana mines were not impaired in the year ended 31 December 2021. In evaluating the Boungou mine, and its related goodwill, for impairment, given the decrease in the cash flows of the Boungou mine expected in the latest life of mine plan, the Group concluded that there was an impairment at the Boungou CGU at 31 December 2021, as the Group concluded that the recoverable amount of the Boungou CGU, representing its FVLCD, was equal to \$422.8 million which was below the carrying amount, and recognised an impairment of \$246.3 million, of which \$31.9 million related to the goodwill, and the remainder related to the mining interests.
IMPAIRMENT OF EXPLORATION ASSETS
During the year ended 31 December 2022, the Group performed a review for indicators of impairment of all exploration and evaluation assets in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. Exploration permits have been assessed as to whether the permits were in good standing and/or any further activity was planned. For those permits in the process of being renewed, management's assessment included the likelihood of the permits being renewed based on past practice of license renewals as well as the current status of renewal process. As at 31 December 2022, the carrying value of permits under renewal for which the Company has not recognised an impairment was \$221.5 million. No impairment of exploration assets was recognised in the year ended 31 December 2022. A similar review was completed in the year ended 31 December 2021, and an impairment charge of \$1.4 million was recognised against various exploration properties.
7 SHARE CAPITAL
| 2022 | 2021 | |||
|---|---|---|---|---|
| Number | Amount | Number | Amount | |
| Ordinary share capital | ||||
| Opening balance | 248.0 | 2.5 | 163.0 | 16.4 |
| Consideration on the acquisition of Teranga | — | — | 78.8 | 7.9 |
| Shares issued on private placement | — | — | 8.9 | 0.9 |
| Shares issued on exercise of options, warrants and PSUs | 3.1 | — | 2.7 | 0.1 |
| Purchase and cancellation of own shares | (4.9) | — | (5.4) | (0.3) |
| Reorganisation | — | — | — | (22.5) |
| Balance as at 31 December | 246.2 | 2.5 | 248.0 | 2.5 |
| Deferred share capital | ||||
| Opening balance | — | — | — | — |
| Shares issued upon capitalisation of the merger reserve | — | — | 4,450.0 | 4,450.0 |
| Shares cancelled | — | — | (4,450.0) | (4,450.0) |
| Balance as at 31 December | — | — | — | — |
| Total value of share capital | 2.5 | 2.5 |
a. ISSUED SHARE CAPITAL AS AT 31 DECEMBER 2022
246.2 million ordinary voting shares of \$0.01 par value
• On 22 March 2021, the Company commenced a share buyback programme under which the Company was able to acquire up to 12.2 million of its outstanding ordinary shares, which represented up to 5% of the total issued and outstanding ordinary shares as of 16 March 2021 for a period of one year. In March 2022, the share buyback programme was renewed for another one year period. During the year ended 31 December 2022, the Company repurchased a total of 4.6 million shares at an average price of \$21.42 for a total amount of \$98.8 million (in the year ended 31 December 2021, the Company repurchased a total of 6.0 million shares at an average price of \$22.98 for a total amount of \$137.9 million). At 31 December 2022, 0.3 million shares were repurchased but not yet
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
cancelled (0.6 million shares were repurchased and not yet cancelled as at 31 December 2021). The shares were subsequently cancelled in January 2023.
- On 29 September 2021, the Company capitalised \$4.5 billion of its merger reserve and applied the amount in full to allot 4.5 billion new deferred shares with a par value of \$1.00 each. On 5 October 2021, the Company cancelled all the deferred shares outstanding and the full amount of deferred share capital of \$4.5 billion was reclassified to retained earnings.
- On 11 June 2021, the Company completed its reorganisation, whereby it issued 250.5 million common shares with a par value of \$0.01 per share in exchange for 100% of the issued and outstanding shares of EMC. As part of the reorganisation, the various management incentive plans (including PSUs, DSUs, and options), as well as the outstanding share warrants and call-rights were also transferred to Endeavour Mining plc. As part of the group reorganisation, a merger reserve was created equal to a value of \$4.9 billion which represents the difference between the nominal value of shares in the new parent Company, Endeavour Mining plc, and the aggregate of the share capital, share premium account and equity reserve of the prior parent Company, EMC.
- On 30 March 2021, La Mancha exercised its anti-dilution right related to the acquisition of Teranga, to maintain its interest in the Company and completed a \$200.0 million private placement for 8.9 million shares of Endeavour. Upon completion of the private placement, La Mancha's future anti-dilution rights were extinguished.
- On 10 February 2021, the Group completed the acquisition of Teranga. Under the terms of the transaction, the Group acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 Endeavour shares for each outstanding Teranga share, which resulted in the issuance of 78.8 million common shares of Endeavour at a total fair value of \$1,678.3 million (note 4).
b. SHARE-BASED COMPENSATION
The following table summarises the share-based compensation expense:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Charges and change in fair value of DSUs | 0.8 | 0.9 |
| Charges and change in fair value of PSUs | 32.0 | 31.6 |
| Total share-based compensation1 | 32.8 | 32.5 |
- Share-based compensation includes an amount of \$17.4 million related to PSUs and DSUs recognised as liabilities with the remaining portion of \$15.4 million recognised directly in equity (for the year ended 31 December 2021 share based compensation included an amount of \$7.1 million related to PSUs and DSUs recognised as liabilities with the remaining portion of \$25.4 million recognised directly in equity).
c. OPTIONS
| Weighted average |
||
|---|---|---|
| Options outstanding |
exercise price (GBP) |
|
| Added upon acquisition of Teranga | 3,517,187 | 9.26 |
| Exercised | (1,265,907) | 5.88 |
| Expired | (678,170) | 18.00 |
| At 31 December 2021 | 1,573,110 | 8.78 |
| Exercised | (838,500) | 6.84 |
| Expired | (157,590) | 19.47 |
| At 31 December 2022 | 577,020 | 8.68 |
Upon acquisition of Teranga, all outstanding Teranga stock options, whether previously vested or unvested, became fully vested and were exchanged for replacement options to purchase common shares of Endeavour at a ratio of 0.47 Endeavour share options for each Teranga share option at an adjusted exercise price, with an expiry date of the earlier of (i) the original expiry date of each Teranga stock option, and (ii) the second year anniversary of the closing date of the acquisition transaction. The fair values at the acquisition date were calculated using the Black-Scholes valuation model using a volatility of 42.64% - 60.05%, a dividend yield of 2.6% and a risk free rate of 0.1%. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time up to the date of their expiry.
As at 31 December 2022, the weighted average remaining contractual term of outstanding stock options exercisable was 0.11 years. The share options are exercisable at prices ranging from C\$6.60 to C\$31.92. Subsequent to 31 December 2022, 557,280 of the options were exercised, and the remaining 19,740 options expired unexercised.
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
d. SHARE UNIT PLANS
A summary of the changes in share unit plans is presented below:
| Weighted | Weighted | |||
|---|---|---|---|---|
| average | average | |||
| DSUs | grant price | PSUs | grant price | |
| outstanding | (GBP) | outstanding | (GBP) | |
| At 31 December 2020 | 125,161 | 8.18 | 3,213,805 | 11.78 |
| Granted | 44,175 | 15.69 | 1,644,735 | 16.36 |
| Exercised | (1,858) | 17.85 | (1,552,719) | 12.78 |
| Forfeited | (689) | 14.83 | (70,759) | 12.88 |
| Reinvested | 3,923 | 10.80 | 120,793 | 12.79 |
| Added by performance factor | — | — | 292,922 | 13.51 |
| At 31 December 2021 | 170,712 | 10.05 | 3,648,777 | 13.57 |
| Granted | 31,279 | 17.58 | 1,485,153 | 15.94 |
| Exercised | (74,947) | 9.59 | (533,950) | 10.91 |
| Forfeited | — | — | (1,058,641) | 11.14 |
| Reinvested | 4,650 | 14.38 | 123,386 | 15.41 |
| Added by performance factor | — | — | 114,605 | 10.73 |
| At 31 December 2022 | 131,694 | 12.26 | 3,779,330 | 15.54 |
e. DEFERRED SHARE UNITS
The Group established a deferred share unit plan ("DSU") for the purposes of strengthening the alignment of interests between Non-Executive Directors of the Company and shareholders by linking a portion of the annual Director compensation to the future value of the Company's common shares. Upon establishing the DSU plan for Non-Executive Directors, the Company no longer grants options to Non-Executive Directors.
The DSU plan allows each Non-Executive Director to choose to receive, in the form of DSUs, all or a percentage of their Director's fees, which would otherwise be payable in cash. Compensation for serving on committees must be paid in the form of DSUs. The plan also provides for discretionary grants of additional DSUs by the Board. Each DSU vests upon award but is distributed only when the Director has ceased to be a member of the Board. Vested units are settled in cash based on the common share price at the date of settlement.
The fair value of the DSUs is determined based on multiplying the five day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period and is included in other financial liabilities (note 17).
f. PERFORMANCE SHARE UNITS
The Group's long-term incentive plan ("LTI Plan") includes a portion of performance-linked share unit awards ("PSUs"), intended to increase the pay mix in favour of long-term equity-based compensation with a three-year cliff-vesting period serving as an employee retention mechanism.
The fair value of the PSUs is determined based on Total Shareholder Return ("TSR") relative to peer companies for 50% of the value of the PSUs, while the remaining 50% of the value of the PSUs granted is based on achieving certain operational performance measures. The vesting conditions related to the achievement of operational performance measures noted above are determined at the grant date and the number of units that are expected to vest is reassessed at each subsequent reporting period based on the estimated probability of reaching the operational targets. The key operational targets are determined annually and include:
- For 2023 PSU grants: 2025 targets relate to project development (12.5%), exploration targets (12.5%), net debt (10%), carbon emissions targets (7.5%) and ISO 14001 / ISO 45000 verification targets (7.5%).
- For 2022 PSU grants: 2024 targets relate to project development (12.5%), renewable energy (7.5%), implementation of tailings storage facilities (7.5%), net debt (10%) and exploration targets (12.5%).
- For 2021 PSU grants: 2023 targets relate to gold production (25%), capital project (12.5%), and carbon reduction and renewable energy (12.5%).
The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2021 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2021 – same).
Certain PSUs were reclassified to liabilities in the year ended 31 December 2021 (note 17) as they will be settled in cash.
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
g. BASIC AND DILUTED EARNINGS PER SHARE
Diluted net earnings per share was calculated based on the following:
| YEAR ENDED | |||
|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||
| Basic weighted average number of shares outstanding | 247,841,452 | 240,094,919 | |
| Effect of dilutive securities1 | |||
| Stock options and warrants | 820,113 | 1,920,650 | |
| Diluted weighted average number of shares outstanding | 248,661,565 | 242,015,569 | |
| Total common shares outstanding | 246,215,903 | 248,038,422 | |
| Total potential diluted common shares | 249,485,695 | 254,999,309 |
- At 31 December 2022, a total of 3,779,330 PSUs (3,648,777 at 31 December 2021) could potentially dilute basic earnings per share in the future, but were not included in diluted earnings per share as all vesting conditions have not been satisfied at the end of the reporting period. The potentially dilutive impact of the convertible senior notes are anti-dilutive for all periods presented and were not included in the diluted earnings per share.
h. DIVIDENDS
During the year ended 31 December 2022, the Company announced its dividend for the first half of the 2022 fiscal year of \$0.40 per share totalling \$97.6 million included in cash flows from financing activities. The dividend was paid during the three months ended 30 September 2022 to shareholders on record at the close of business 2 September 2022.
During the period ended 31 March 2022, the Company announced its dividend for the second half of the 2021 fiscal year of \$0.28 per share totalling \$69.3 million included in cash flows from financing activities. The dividend was paid during the period ended 31 March 2022 to all shareholders on record on close of business 11 February 2022.
During the year ended 31 December 2021, the Group announced its dividend for the first half of the 2021 fiscal year of \$0.28 per share totalling \$69.9 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021 and a cash outflow of \$69.8 million was recognised in financing activities.
In February 2021, the Group paid a dividend of \$60.0 million (\$0.37 per share) to shareholders on record on the close of business of 22 January 2021.
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Dividends declared and paid | 166.9 | 129.9 |
| Dividend per share | 0.68 | 0.65 |
i. OTHER RESERVES
A summary of reserves is presented below:
| Capital | Share Based | |||
|---|---|---|---|---|
| Redemption | Payment | Merger | ||
| Reserve | Reserve | Reserve | Total | |
| At 1 January 2021 | — | 70.4 | — | 70.4 |
| Consideration on the acquisition of Teranga | — | 30.4 | — | 30.4 |
| Purchase and cancellation of own shares | 0.3 | — | — | 0.3 |
| Share-based compensation | — | 25.4 | — | 25.4 |
| Shares issued on exercise of options and PSUs | — | (24.8) | — | (24.8) |
| Reorganisation | — | — | 4,946.7 | 4,946.7 |
| Deferred shares issued upon capitalisation | — | — | (4,450.0) | (4,450.0) |
| Reclassification of PSUs to liabilities | — | (14.4) | — | (14.4) |
| At 31 December 2021 | 0.3 | 87.0 | 496.7 | 584.0 |
| At 1 January 2022 | 0.3 | 87.0 | 496.7 | 584.0 |
| Share-based compensation | — | 15.4 | — | 15.4 |
| Shares issued on exercise of options, warrants and PSUs | — | (7.0) | — | (7.0) |
| At 31 December 2022 | 0.3 | 95.4 | 496.7 | 592.4 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
NATURE AND PURPOSE OF OTHER RESERVES
CAPITAL REDEMPTION RESERVE
The capital redemption reserve represents the cumulative nominal amount of shares cancelled, following the share buyback by the Company.
SHARE-BASED PAYMENT RESERVE
Share-based payment reserve represents the cumulative share-based payment expense for the Company's share option schemes net of amounts transferred to retained earnings on exercise or cancellation of instruments under the Company's share option scheme.
MERGER RESERVE
The merger reserve contains the difference between the share capital of the Company and the net assets of EMC as at the date or reorganisation as described in note 7(a) to the annual financial statements, and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.
8 FINANCIAL INSTRUMENTS AND RELATED RISKS
a. FINANCIAL ASSETS AND LIABILITIES
The Group's financial instruments are classified as follows:
| Financial | ||
|---|---|---|
| Financial | instruments at fair value |
|
| assets/ | through profit | |
| liabilities at amortised cost |
and loss ('FVTPL') |
|
| Cash and cash equivalents | X | |
| Trade and other receivables | X | |
| Restricted cash | X | |
| Marketable securities | X | |
| Other financial assets | X | |
| Trade and other payables | X | |
| Other financial liabilities | X | X |
| Call-rights | X | |
| Contingent consideration | X | |
| Senior Notes | X | |
| Embedded derivative on Senior Notes | X | |
| Revolving credit facilities | X | |
| Derivative financial assets and liabilities | X | |
| Convertible Notes | X | |
| Conversion option on Convertible Notes | X |
The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the Convertible Notes, which have a fair value of approximately \$332.3 million (31 December 2021 – \$370.3 million), and the Senior Notes which have a fair value of approximately \$426.8 million (31 December 2021 – \$496.8 million).
As noted above, the Group has certain financial assets and liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
As at each of 31 December 2022 and 31 December 2021, the levels in the fair value hierarchy into which the Group's financial assets and liabilities measured and recognised in the consolidated statement of financial position at fair value are categorised as follows:
| AS AT 31 DECEMBER 2022 | |||||
|---|---|---|---|---|---|
| Note | Level 1 Input |
Level 2 Input |
Level 3 Input |
Aggregate Fair Value |
|
| Assets: | |||||
| Cash and cash equivalents | 951.1 | — | — | 951.1 | |
| Restricted cash | 14 | 39.5 | — | — | 39.5 |
| Marketable securities | 5.4 | — | — | 5.4 | |
| Derivative financial assets | 14 | — | 6.9 | — | 6.9 |
| Other financial assets | 14 | — | 40.0 | 12.2 | 52.2 |
| Total | 996.0 | 46.9 | 12.2 | 1,055.1 | |
| Liabilities: | |||||
| Call-rights | 17 | — | (19.5) | — | (19.5) |
| Contingent consideration | 17 | — | (49.4) | — | (49.4) |
| Derivative financial instruments | 17 | — | (5.2) | — | (5.2) |
| Conversion option on Convertible Notes | 9 | — | (4.3) | — | (4.3) |
| Other financial liabilities | 17 | — | (20.0) | — | (20.0) |
| Total | — | (98.4) | — | (98.4) |
| AS AT 31 DECEMBER 2021 | |||||
|---|---|---|---|---|---|
| Note | Level 1 Input |
Level 2 Input |
Level 3 Input |
Aggregate Fair Value |
|
| Assets: | |||||
| Cash and cash equivalents | 906.2 | — | — | 906.2 | |
| Restricted cash | 14 | 31.6 | — | — | 31.6 |
| Marketable securities | 3.1 | — | — | 3.1 | |
| Derivative financial assets | 14 | — | 25.1 | — | 25.1 |
| Other financial assets | 14 | — | 40.0 | 6.9 | 46.9 |
| Total | 940.9 | 65.1 | 6.9 | 1,012.9 | |
| Liabilities: | |||||
| Share warrant liabilities | 17 | — | (23.6) | — | (23.6) |
| Call-rights | 17 | — | (19.2) | — | (19.2) |
| Contingent consideration | 17 | — | (48.2) | — | (48.2) |
| Conversion option on Convertible Notes | 9 | — | (34.6) | — | (34.6) |
| Total | — | (125.6) | — | (125.6) |
There were no transfers between level 1 and 2 during the year. The fair value of level 3 financial assets were determined using Monte Carlo or discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results at the disposed mine.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
b. (LOSS)/GAIN ON FINANCIAL INSTRUMENTS
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
|
| Change in value of instruments held at FVTPL | (2.7) | (1.5) | |
| Unrealised gain on conversion option on Convertible Notes | 9 | 30.3 | 40.0 |
| Loss on change in fair value of warrant liabilities | 17 | (3.3) | (1.4) |
| Loss on early redemption feature on Senior Notes | 9 | (4.6) | 1.2 |
| (Loss)/gain on change in fair value of call rights | 17 | (0.3) | 0.1 |
| Loss on change in fair value of contingent consideration | 17 | (1.2) | (3.2) |
| Loss on foreign exchange | (45.7) | (31.5) | |
| Realised gain on gold collar and forward contracts | 8 | 19.8 | 1.5 |
| Unrealised (loss)/gain on gold collar and forward contracts | 8 | (23.8) | 20.5 |
| Realised loss on foreign currency contracts | 8 | (0.4) | — |
| Unrealised gain on foreign currency contracts | 8 | 5.1 | — |
| Realised gain on sale of financial assets | 14 | 4.5 | 2.3 |
| Total (loss)/gain on financial instruments | (22.3) | 28.0 |
c. FINANCIAL INSTRUMENT RISK EXPOSURE
The Group's activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, commodity price, interest rate risk and other price risks, including equity price risk. The Group examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks.
CREDIT RISK
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge its obligations. Credit risk arises from cash and cash equivalents, restricted cash, trade and other receivables, long-term receivable and other assets.
The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At 31 December 2022, 8% of the Group's cash balances were invested in AAA rated financial institutions (2021: 1%), 78% in A rated financial institutions (2021: 76%), 3% in B rated financial institutions (2021: 7%), 10% in BB rated institutions (2021: 14%) and 1% in unrated financial institutions (2021: 3%).
The Group closely monitors its financial assets (excluding cash and cash equivalents) and does not have any significant concentration of credit risk other than receivable balances owed from the governments in the countries the Group operates in and its other receivables of \$6.9 million due from third parties.
The Group has a NSR receivable of \$6.5 million and contingent consideration receivable of \$5.0 million from Néré, who acquired the Karma mine in March 2022, which has not yet been repaid at 31 December 2022. Management monitors the results of Néré to evaluate the ability of the counterparty to repay the amount. In addition, the Group has an investment in shares of Allied with a value of \$40.0 million at 31 December 2022. Management is monitoring Allied's results from operations to determine the fair value of the investment, as well as its ability to repay the receivable if the option to convert the shares into a receivable is exercised. The Group monitors the amounts outstanding from all its third parties regularly and does not believe that there is a significant level of credit risk associated with these receivables given the current nature of the amounts outstanding and the ongoing customer and or supplier relationships with those companies.
The Group sells its gold to large international organisations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 31 December 2022 is considered to be negligible. The Group does not rely on ratings issued by credit rating agencies in evaluating counterparties' related credit risk.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The Group's maximum exposure to credit risk is as follows:
| Note | 31 December 2022 |
31 December 2021 |
|---|---|---|
| Cash and cash equivalents | 951.1 | 906.2 |
| Trade and other receivables | 10 106.9 |
104.8 |
| Other financial assets | 14 40.7 |
41.0 |
| Derivative financial assets | 14 6.9 |
25.1 |
| Marketable securities | 5.4 | 3.1 |
| Long-term receivable | 14 6.5 |
5.9 |
| Restricted cash | 14 39.5 |
31.6 |
| Total | 1,157.0 | 1,117.7 |
LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash, physical gold or another financial asset. The Group has a planning and budgeting process in place to help determine the funds required to support the Group's normal operating requirements. The Group ensures that it has sufficient cash and cash equivalents and loan facilities available to meet its short term obligations. For details of undrawn loan facilities refer to note 9.
The following table summarises the Group's liabilities that have contractual maturities as at 31 December 2022:
| Within 1 | |||||
|---|---|---|---|---|---|
| year | 1 to 2 years | 3 to 4 years | Over 4 years | Total | |
| Trade and other payables | 354.6 | — | — | — | 354.6 |
| Convertible senior notes | 335.0 | — | — | — | 335.0 |
| Senior notes | 25.0 | 25.0 | 550.0 | — | 600.0 |
| Lease liabilities | 19.9 | 18.6 | 9.8 | 3.7 | 52.0 |
| Total | 734.5 | 43.6 | 559.8 | 3.7 | 1,341.6 |
The following table summarises the Group's liabilities that have contractual maturities as at 31 December 2021:
| Within 1 | |||||
|---|---|---|---|---|---|
| year | 1 to 2 years | 3 to 4 years | Over 4 years | Total | |
| Trade and other payables | 351.0 | — | — | — | 351.0 |
| Convertible senior notes | 9.9 | 335.0 | — | — | 344.9 |
| Senior notes | 25.0 | 25.0 | 25.0 | 550.0 | 625.0 |
| Lease liabilities | 13.9 | 11.7 | 12.9 | 16.0 | 54.5 |
| Total | 399.8 | 371.7 | 37.9 | 566.0 | 1,375.4 |
d. MARKET RISKS
CURRENCY RISK
Currency risk relates to the risk that the fair values or future cash flows of the Group's financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Group incurs in its operations.
During the year ended 31 December 2022, the Group entered into foreign currency contracts ("foreign currency contracts") to protect a portion of the forecasted capital expenditures at the Lafigué and BIOX® projects (note 25) against foreign currency fluctuations. The foreign currency contracts represent forecast capital expenditures of Euro 148.4 million at a blended rate of 1USD:0.98EUR, and AUD 58.9 million at a blended rate of 1USD:1.46AUD, over a 23 month construction period. The foreign currency contracts were not designated as a hedge by the Group and are recorded at its fair value at the end of each reporting period.
As at 31 December 2022, the foreign currency contracts had a fair value of \$5.1 million of which \$4.4 million was recognised as a current financial asset (note 14). In the year ended 31 December 2022, the Group recognised an unrealised gain of \$5.1 million due to the change in fair value of the foreign currency contracts, and a realised loss of
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
\$0.4 million upon settlement of foreign currency contracts during the year. The Company has not hedged any of its other exposure to foreign currency risks.
The table below highlights the net assets of the Group held in foreign currencies, presented in US dollars:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Canadian dollar | (14.2) | (19.3) |
| CFA Francs | 920.9 | 451.4 |
| Euro | (28.0) | (14.7) |
| Other currencies | (5.7) | (0.4) |
| Total | 873.0 | 417.0 |
The effect on earnings before taxes as at 31 December 2022, of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the above mentioned financial and non-financial assets and liabilities of the Group is estimated to be \$87.3 million (31 December 2021, \$41.7 million), if all other variables remained constant. The calculation is based on the Group's statement of financial position as at 31 December 2022.
COMMODITY PRICE RISK
Commodity price risk relates to the risk that the fair values of the Group's financial instruments will fluctuate because of changes in commodity prices. Commodity price fluctuations may affect the revenue that the Group generates in its operations as well as the costs incurred at its operations for royalties based on the gold price. There has been no change in the Group's objectives and policies for managing this risk during the period ended 31 December 2022 and the Group has a gold revenue protection programme in place to protect against commodity price variability in periods of significant capital investment, as discussed below.
Gold Collar
In the year ended 31 December 2021, the Group implemented a deferred premium collar strategy ("Collar") using written call options and bought put options with a floor price of \$1,750 and a ceiling price of \$2,100 per ounce. The Collar covers a total of 600,008 ounces of which 300,004 were settled quarterly in 2022 with the remaining ounces to be settled on a quarterly basis in 2023. The programme represented an estimated 20% of Endeavour's total expected gold production for the period of the Collar. The Group paid a premium of \$10.0 million upon entering into the Collar. As at 31 December 2022, the Collar had a fair value of \$1.8 million (31 December 2021 - \$16.1 million asset) which is included in derivative financial assets (note 14) and is classified as current (31 December 2021 - \$11.8 million non-current asset). The Collar was not designated as a hedge by the Group and recorded at its fair value at the end of each reporting period. The Group recognised an unrealised loss of \$14.3 million due to a change in fair value of the collar for the year ended 31 December 2022 (31 December 2021 - \$16.2 million gain) and a realised gain of \$3.8 million was recognised in the year ended 31 December 2022 (31 December 2021 - \$10.0 million loss).
Forward contracts
During the year ended 31 December 2021, the Group entered into forward contracts for 120,000 ounces at an average gold price of \$1,860 per ounce which were settled quarterly during the year ended 31 December 2022, and which resulted in a realised gain of \$8.2 million.
During the year ended 31 December 2022, the Group entered into additional forward contracts for 398,627 ounces of production in 2022 and 120,000 ounces of production in 2023 at average gold prices of \$1,826 per ounce and \$1,829 per ounce, respectively. At inception, the 2022 additional forward sales were weighted towards the first quarter, with forward sales contracts for approximately 200,000 ounces at an average price of \$1,817 per ounce, and the remaining approximately 200,000 ounces, at an average gold price of \$1,827 per ounce, being equally weighted through the rest of 2022. The settlement of the 2023 forward sales are equally weighted through the year. During the period ended 31 March 2022, the Group restructured 165,000 ounces of the forward contracts and these, together with an additional 4,924 ounces, were subsequently settled in the second quarter of 2022 for no realised gain or loss.
In the year ended 31 December 2022, the remaining forward contracts for 348,703 ounces were settled with a realised gain of \$16.0 million (during the year ended 31 December 2021, forward contracts for 215,000 ounces were settled with a realised gain of \$11.5 million).
At 31 December 2022, the forward contracts consisted of 120,000 ounces outstanding at an average gold price of \$1,829 per ounce and were classified as a derivative financial liability (note 17) and had a fair value of \$5.2 million, which is classified as current (31 December 2021 - \$4.3 million derivative financial asset). The Company recognised an unrealised loss of \$9.5 million in the year ended 31 December 2022 (31 December 2021 - \$4.3 million gain).
INTEREST RATE RISK
Interest rate risk is the risk that future cash flows from, or the fair values of, the Group's financial instruments will fluctuate because of changes in market interest rates. The Group is exposed to interest rate risk primarily on its long-term
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
debt and in particular the revolving credit facility. Since marketable securities and government treasury securities held as loans are short term in nature and are usually held to maturity, there is minimal fair value sensitivity to changes in interest rates. The Group continually monitors its exposure to interest rates and is comfortable with its exposure given the relatively low short-term US interest rates and Secured Overnight Financing Rate ("SOFR").
9 LONG-TERM DEBT
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Senior Notes (a)(b) | 495.0 | 492.7 |
| Revolving credit facilities (c) | — | — |
| Deferred financing costs | (6.9) | (7.2) |
| Convertible Notes (d) | 332.3 | 321.8 |
| Conversion option (e) | 4.3 | 34.6 |
| Total debt | 824.7 | 841.9 |
| Less: Long-term debt | (488.1) | (841.9) |
| Current portion of long-term debt | 336.6 | — |
The Group incurred the following finance costs in the period:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Interest expense, net | 56.5 | 44.8 |
| Amortisation of deferred facility fees | 2.0 | 15.9 |
| Commitment, structuring and other fees | 7.7 | 5.0 |
| Total finance costs, net | 66.2 | 65.7 |
a. SENIOR NOTES
On 14 October 2021, the Company completed an offering of \$500.0 million fixed rate senior notes (the "Senior Notes") due in 2026. The Senior Notes are listed on the Global Exchange Market ("GEM") which is the exchange-regulated market of The Irish Stock Exchange plc trading as Euronext Dublin of Euronext Dublin and to trading on the GEM of Euronext Dublin. The proceeds of the Senior Notes of \$494.6 million were used to repay all amounts outstanding under the Company's existing revolving credit facilities and to pay fees and expenses in connection with the offering of the Senior Notes.
The Senior Notes bear interest at a coupon rate of 5% per annum payable semi-annually in arrears on 14 April and 14 October each year. The Senior Notes mature on 14 October 2026, unless redeemed earlier or repurchased in accordance with the terms of the Senior Notes.
The key terms of the Senior Notes include:
- Principal amount of \$500.0 million.
- Coupon rate of 5% payable on a semi-annual basis.
- The term of the Senior Notes is five years, maturing in October 2026.
- The Senior Notes are reimbursable through the payment of cash.
For accounting purposes, the Company measures the Senior Notes at amortised cost, accreting to maturity over the term of the Senior Notes. The early redemption feature on the Senior Notes is an embedded derivative and is accounted for as a financial instrument measured at fair value through profit or loss, with changes in fair value at each subsequent reporting period being recognised in earnings (note 8). The early redemption feature on the Senior Notes includes an optional redemption from October 2023 through to maturity at a redemption price ranging from 102.5% to 100% of the principal. Prior to October 2023, the Company may redeem up to 40% of the Senior Notes from proceeds of an equity offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 31 December 2022 was \$nil (31 December 2021 - asset of \$4.6 million) (note 14).
Covenants on the Senior Notes include certain restrictions on indebtedness, restricted payments, liens, or distributions from certain companies in the Group. In addition, should the rating of the Senior Notes be downgraded as a result of a change of control (defined as the sale or transfer of 50% or more of the common shares or the transfer of all or substantially all the assets of the Group), the Group is obligated to repurchase the Senior Notes at an equivalent price of 101% of the principal amount plus the accrued interest to repurchase date, if requested to do so by any creditor.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The liability component of the Senior Notes has an effective interest rate of 5.68% (31 December 2021 - 5.68%) and was as follows:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Liability component at beginning of the period/inception | 492.7 | 486.9 |
| Interest expense in the period | 27.3 | 5.8 |
| Less: interest payments in the period | (25.0) | — |
| Total | 495.0 | 492.7 |
b. EMBEDDED DERIVATIVE ON SENIOR NOTES
Derivative financial assets include the early redemption feature on the Senior Notes which is accounted for as a financial instrument at fair value through profit and loss (note 14). Upon revaluation of the embedded derivative to a fair value of \$nil at 31 December 2022 (31 December 2021 - \$4.6 million other financial asset), a loss of \$4.6 million was recognised for the year ended 31 December 2022 (for the year ended 31 December 2021 - a gain of \$1.2 million).
c. REVOLVING CREDIT FACILITIES
Concurrent with the completion of the offering of the Senior Notes above, the Company entered into a \$500.0 million unsecured revolving credit facility agreement (the "RCF") with a syndicate of international banks. The RCF replaced the bridge facility and the previous revolving credit facility, which were both repaid and cancelled upon completion of the Senior Notes offering and RCF. During the three months ended 31 March 2022, the Company drew down \$50.0 million on the RCF, which was then fully repaid in August 2022. During the year ended 31 December 2022, the Company increased the principal amount from \$500.0 million to \$575.0 million.
The key terms of the RCF include:
- Principal amount of \$575.0 million.
- Interest accrues on a sliding scale of between USD SOFR plus 2.40% to 3.40% based on the Company's leverage ratio.
- Commitment fees for the undrawn portion of the RCF of 35% of the applicable margin which is based on leverage (0.84% based on currently available margin).
- The RCF matures on 15 October 2025.
- The principal outstanding on the RCF is repayable as a single bullet payment on the maturity date.
- Banking syndicate includes Société Générale, ING, Citibank N.A., BNP Paribas, Macquarie Bank Ltd, Barclays Bank, HSBC and BMO.
Covenants on the RCF include:
- Interest cover ratio as measured by ratio of EBITDA to finance cost for the trailing twelve months to the end of a quarter shall not be less than 3.0:1.0
- Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0
d. CONVERTIBLE NOTES
On 8 February 2018, the Company completed a private placement of convertible senior notes with a total principal amount of \$330.0 million due in February 2023 (the "Convertible Notes"). The initial conversion rate was 41.84 of the Company's common shares ("Shares") per \$1,000 note, or an initial conversion price of approximately \$23.90 (CAD\$29.47) per share.
The conversion rate of the Convertible Notes was subsequently adjusted as a result of the dividends declared and paid by the Company, and the new conversion rate at 31 December 2022 is 44.47 of the Company's common shares per \$1,000 note, and equates to a conversion price of approximately \$22.49 (CAD\$29.54) per share.
The Convertible Notes bore interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year. Convertible Notes matured on 15 February 2023, unless redeemed earlier, repurchased or converted in accordance with the terms of the Convertible Notes. The note holders could convert their Convertible Notes at any time prior to the maturity date. Also, the Convertible Notes were redeemable in whole or in part, at the option of the Company, at a redemption price equal to the principal amount of the Convertible Notes being redeemed, plus any accrued and unpaid interest, if the share price exceeded 130% of the conversion price on each of at least 20 of the trading days during the 30 days prior to the redemption notice. The Company could, subject to certain conditions, elect to satisfy the principal amount and conversion option due at maturity or upon conversion or redemption through the payment or delivery of any combination of shares and cash. The Convertible Notes were repaid in February 2023 for total cash payment of \$330.0 million.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The key terms of the Convertible Notes included:
- Principal amount of \$330.0 million.
- Coupon rate of 3% payable on a semi-annual basis.
- The term of the notes is five years, maturing in February 2023.
- The notes are reimbursable through the payment or delivery of shares and/or cash.
- The conversion price is \$22.49 (CAD\$29.54) per share.
- The reference share price of the notes is \$18.04 (CAD\$22.24) per share.
For accounting purposes, the Company measured the Convertible Notes at amortised cost, accreting to maturity over the term of the Convertible Notes. The conversion option on the Convertible Notes was an embedded derivative and was accounted for as a financial liability measured at fair value through profit or loss.
The unrealised gain on the convertible note option for the year ended 31 December 2022 was \$30.3 million (for the year ended 31 December 2021 – unrealised gain of \$40.0 million).
The liability component for the Convertible Notes at 31 December 2022 had an effective interest rate of 6.2% (31 December 2021: 6.2%) and was as follows:
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Liability component at beginning of the year | 321.8 | 311.9 |
| Interest expense in the year | 20.4 | 19.8 |
| Less: interest payments in the year | (9.9) | (9.9) |
| Total | 332.3 | 321.8 |
e. CONVERSION OPTION
The conversion option related to the Convertible Notes is recorded at fair value, using a convertible bond valuation model, taking account of the observed market price of the Convertible Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Convertible Notes, which was then calibrated to the total fair value of the Convertible Notes: volatility of 20% (31 December 2021 – 38%), term of the conversion option 0.13 years (31 December 2021 – 1.13 years), a dividend yield of 2.5% (31 December 2021 – 2.5%), credit spread of 3.44% (31 December 2021 – 0.86%), and a share price of CAD\$28.98 (31 December 2021 – CAD\$27.73).
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Conversion option at beginning of the year | 34.6 | 74.6 |
| Fair value adjustment | (30.3) | (40.0) |
| Conversion option at end of the year | 4.3 | 34.6 |
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
10 TRADE AND OTHER RECEIVABLES
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| VAT receivable (a) | 71.2 | 59.7 |
| Receivables for gold sales | 4.4 | 3.9 |
| Other receivables (b) | 17.6 | 32.5 |
| Advance payments of royalties | 13.7 | 8.7 |
| Total | 106.9 | 104.8 |
a. VAT RECEIVABLE
VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso and Senegal. These balances are expected to be collected in the next twelve months. In the year ended 31 December 2022, the Group collected \$115.2 million of outstanding VAT receivables (in the year ended 31 December 2021: \$92.0 million), through the sale of its VAT receivables to third parties or reimbursement from the tax authorities and expensed \$3.4 million for VAT amounts determined to not be recoverable (in the year ended 31 December 2021: \$1.5 million).
b. OTHER RECEIVABLES
Other receivables at 31 December 2022 include a receivable of \$4.8 million (31 December 2021 – \$11.7 million) related to the sale of equipment at Ity to third parties, an amount of \$5.9 million (31 December 2021 – \$5.9 million) receivable from Allied related to the sale of the Agbaou mine, and other receivables from third parties. All these amounts are noninterest bearing and are expected to be repaid in the next 12 months. In the year ended 31 December 2022, the Group expensed \$16.2 million related to the impairment of other receivables that are past due and for which collection was determined to be unlikely.
11 INVENTORIES
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Doré bars | 32.2 | 25.1 |
| Gold in circuit | 12.0 | 41.0 |
| Ore stockpiles | 361.5 | 312.2 |
| Spare parts and supplies | 144.5 | 118.3 |
| Total inventories | 550.2 | 496.6 |
| Less: Non-current stockpiles | (229.5) | (185.3) |
| Current portion of inventories | 320.7 | 311.3 |
As at 31 December 2022 and 2021, there were no provisions to adjust inventory to net realisable value. The cost of inventories recognised as expense in the year ended 31 December 2022 was \$1,595.5 million and was included in cost of sales (year ended 31 December 2021 - \$1,582.3 million).
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
12 MINING INTERESTS
| MINING INTERESTS | ||||||
|---|---|---|---|---|---|---|
| Note | Depletable | Non depletable1 |
Property, plant and equipment |
Assets under construction |
Total | |
| Cost | ||||||
| Balance as at 1 January 2021 | 1,212.6 | 821.4 | 1,315.0 | 30.7 | 3,379.7 | |
| Acquired in business combinations | 4 | 2,087.1 | 224.6 | 462.1 | — | 2,773.8 |
| Additions | 232.0 | 79.1 | 140.4 | 99.1 | 550.6 | |
| Transfers from inventory | — | — | 9.9 | — | 9.9 | |
| Transfers | 57.9 | (40.5) | 45.1 | (62.5) | — | |
| Change in estimate of environmental rehabilitation provision |
18 | 43.4 | — | — | — | 43.4 |
| Disposals2 | (0.9) | — | (53.4) | — | (54.3) | |
| Balance as at 31 December 2021 | 3,632.1 | 1,084.6 | 1,919.1 | 67.3 | 6,703.1 | |
| Additions | 212.6 | 73.8 | 47.0 | 212.8 | 546.2 | |
| Transfers | 125.1 | (82.1) | 71.8 | (114.8) | — | |
| Change in estimate of environmental rehabilitation provision |
18 | 10.1 | 7.0 | — | — | 17.1 |
| Disposals3 | (5.1) | (0.7) | (14.5) | (0.7) | (21.0) | |
| Disposal of Karma | 4 | (186.0) | — | (248.7) | (0.5) | (435.2) |
| Balance as at 31 December 2022 | 3,788.8 | 1,082.6 | 1,774.7 | 164.1 | 6,810.2 | |
| Accumulated Depreciation | ||||||
| Balance as at 1 January 2021 | 356.4 | 19.9 | 425.6 | — | 801.9 | |
| Depreciation/depletion | 445.4 | — | 271.2 | — | 716.6 | |
| Impairment | 6 | 87.8 | 128.4 | 11.3 | — | 227.5 |
| Disposals2 | — | — | (23.1) | — | (23.1) | |
| Balance as at 31 December 2021 | 889.6 | 148.3 | 685.0 | — | 1,722.9 | |
| Depreciation/depletion | 417.3 | — | 221.8 | — | 639.1 | |
| Impairment | 6 | 347.6 | 12.7 | — | — | 360.3 |
| Disposals3 | — | — | (13.3) | — | (13.3) | |
| Disposal of Karma | 4 | (168.0) | — | (247.8) | — | (415.8) |
| Balance as at 31 December 2022 | 1,486.5 | 161.0 | 645.7 | — | 2,293.2 | |
| Carrying amounts | ||||||
| At 31 December 2021 | 2,742.5 | 936.3 | 1,234.1 | 67.3 | 4,980.2 | |
| At 31 December 2022 | 2,302.3 | 921.6 | 1,129.0 | 164.1 | 4,517.0 |
-
Exploration costs for the year was \$82.3 million of which \$48.4 million is included in additions to non-depletable mining interests with the remaining \$33.9 million expensed as exploration costs.
-
Disposals for the year ended 31 December 2021 mainly relate to mining equipment with a net book value of \$28.3 million sold to the mining contractor at Ity for which we recognised a loss of \$2.4 million.
-
Disposals for the year ended 31 December 2022 relate primarily to the sale of exploration permits with a carrying value of \$5.8 million, disposal of right of use assets with a net book value of \$0.7 million due to the termination of an office lease, and disposal of mobile equipment with a net book value of \$0.3 million. A gain of \$1.1 million was recognised on disposal of assets in the year ended 31 December 2022 and is included in other expenses.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
The Group's right-of-use assets consist of buildings, plant and equipment and its various segments which are right-of-use assets under IFRS 16, Leases. These have been included within the property, plant and equipment category above.
| Plant and | |||
|---|---|---|---|
| equipment | Buildings | Total | |
| Balance as at 1 January 2021 | 31.3 | 1.9 | 33.2 |
| Acquired in business combinations | 0.6 | 5.0 | 5.6 |
| Additions | 18.2 | 9.7 | 27.9 |
| Depreciation for the year | (12.1) | (1.0) | (13.1) |
| Balance as at 31 December 2021 | 38.0 | 15.6 | 53.6 |
| Additions | 3.4 | 6.3 | 9.7 |
| Depreciation for the year | (4.8) | (4.3) | (9.1) |
| Disposals | (0.2) | (0.5) | (0.7) |
| Balance as at 31 December 2022 | 36.4 | 17.1 | 53.5 |
13 GOODWILL
As stated in note 4, the Group has recognised goodwill on the acquisition of SEMAFO Inc ("SEMAFO") and Teranga as a result of the recognition of the deferred tax liability for the difference between the assigned fair values and the tax bases of the assets acquired and the liabilities assumed. The Group allocated goodwill for impairment testing purposes to three individual CGUs - Mana, Boungou and Sabodala-Massawa. The goodwill allocated to Boungou was fully impaired in the year ended 31 December 2021 (note 6).
The carrying amount of goodwill has been allocated to CGUs as follows:
| Sabodala | ||||
|---|---|---|---|---|
| Mana | Boungou | Massawa | Total | |
| Cost | ||||
| At 1 January 2021 | 39.6 | 31.9 | — | 71.5 |
| Recognised on acquisition of a subsidiary | — | — | 94.8 | 94.8 |
| At 31 December 2021 | 39.6 | 31.9 | 94.8 | 166.3 |
| At 31 December 2022 | 39.6 | 31.9 | 94.8 | 166.3 |
| Accumulated impairment losses | ||||
| At 1 January 2021 | — | — | — | — |
| Impairment losses for the year | — | 31.9 | — | 31.9 |
| At 31 December 2021 | — | 31.9 | — | 31.9 |
| At 31 December 2022 | — | 31.9 | — | 31.9 |
| Carrying amount | ||||
| At 31 December 2021 | 39.6 | — | 94.8 | 134.4 |
| At 31 December 2022 | 39.6 | — | 94.8 | 134.4 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
14 OTHER FINANCIAL ASSETS
Other financial assets are comprised of:
| Note | 31 December 2022 |
31 December 2021 |
|---|---|---|
| Restricted cash (a) 18 |
39.5 | 31.6 |
| Net smelter royalty (b) 4 |
6.5 | 5.9 |
| Contingent consideration (c) 4 |
5.0 | — |
| Derivative financial assets 8 |
6.9 | 25.1 |
| Other financial assets (d) 4 |
40.7 | 41.0 |
| Total other financial assets | 98.6 | 103.6 |
| Less: Non-current other financial assets | (87.4) | (95.0) |
| Current portion of other financial assets | 11.2 | 8.6 |
a. RESTRICTED CASH
Restricted cash primarily includes balances held as security to cover estimated rehabilitation provisions (note 18) as required by local governments as well as \$3.2 million associated to an ongoing legal dispute with a former contractor at Boungou which was held in escrow at 31 December 2022. These amounts are not available for use for general corporate purposes.
b. NET SMELTER ROYALTIES
The balance at 31 December 2022 consists of the fair value of the NSR receivable from Néré for the sale of the Karma mine of \$6.5 million (2021 - \$nil) which is included in non-current financial assets. During the year ended 31 December 2022, the NSR receivable of \$6.2 million (2021 - \$5.9 million), acquired from Allied upon sale of the Agbaou mine, was sold to Auramet Trading ("Auramet"), in combination with other royalties which had a value of \$nil, for total consideration of \$10.7 million resulting in a gain of \$4.5 million which is recognised in (loss)/gain on financial instruments (note 8).
c. CONTINGENT CONSIDERATION
The contingent consideration of \$5.0 million is receivable from Néré related to the sale of the Karma mine and is classified as a current financial asset as it is payable within the next twelve months.
d. OTHER FINANCIAL ASSETS
Other financial assets at 31 December 2022 and 31 December 2021 include \$40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine. The Company has extended the option to sell the shares back to Allied at a price of \$50.0 million until the earlier of Allied completing an IPO or 31 December 2023, but the put option cannot be exercised prior to 1 October 2023. The Company has classified the shares of Allied as a non-current financial asset.
15 TRADE AND OTHER PAYABLES
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Trade accounts payable | 259.0 | 247.7 |
| Royalties payable | 38.2 | 40.5 |
| Payroll and social payables | 43.8 | 51.1 |
| Other payables | 13.6 | 11.7 |
| Total trade and other payables | 354.6 | 351.0 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
16 LEASE LIABILITIES
Leases relate principally to corporate offices, light vehicles and mining fleet at the various mine sites. Leases for corporate offices typically range from three to ten years. The lease liabilities included in the consolidated statement of financial position are as follows:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Lease liabilities | 47.1 | 51.1 |
| Less: non-current lease liabilities | (28.9) | (36.7) |
| Current lease liabilities | 18.2 | 14.4 |
Amounts recognised in the consolidated statement of comprehensive (loss)/earnings are as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Depreciation expense on right-of-use assets | 9.1 | 11.8 |
| Interest expense on lease liabilities | 1.0 | 1.5 |
| Recognised in net (loss)/earnings | 10.1 | 13.3 |
In the consolidated statement of cash flows for the year ended 31 December 2022, the total amount of cash paid in respect of leases recognised on the consolidated balance sheet are split between repayments of principal of \$14.6 million (2021: \$17.9 million) and repayments of interest of \$3.3 million (2021: \$3.1 million), both presented within cash flows from financing activities (note 20).
17 OTHER FINANCIAL LIABILITIES
| 31 December | 31 December | |
|---|---|---|
| Note | 2022 | 2021 |
| Share warrant liabilities (a) | — | 23.6 |
| DSU liabilities 7 |
2.7 | 3.7 |
| PSU liabilities (b) 7 |
13.9 | 17.9 |
| Repurchased shares (b) | 3.4 | 13.2 |
| Derivative financial liabilities 8 |
5.2 | — |
| Call-rights (c) | 19.5 | 19.2 |
| Contingent consideration (d) | 49.4 | 48.2 |
| Other long-term liabilities | 20.2 | 10.9 |
| Total other financial liabilities | 114.3 | 136.7 |
| Less: Non-current other financial liabilities | (25.2) | (104.3) |
| Current portion of other financial liabilities | 89.1 | 32.4 |
a. SHARE WARRANT LIABILITIES
Upon acquisition of Teranga, all outstanding Teranga share warrants were exchanged for replacement Endeavour warrants at a ratio of 0.47 Endeavour warrants for each Teranga warrant at an exercise price adjusted at a ratio of 0.47.
On 31 January and 24 February 2022, all outstanding warrants were exercised for cash proceeds of \$13.9 million. Upon exercise, the cash proceeds were recognised in share capital and share premium reserve with the remaining liability recognised in retained earnings.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
A reconciliation of the change in fair value of share warrant liabilities is presented below:
| Number of warrants |
Amount | |
|---|---|---|
| Added upon acquisition of Teranga | 1,739,000 | 22.2 |
| Change in fair value | — | 1.4 |
| Balance as at 31 December 2021 | 1,739,000 | 23.6 |
| Change in fair value | — | 3.3 |
| Exercised | (1,739,000) | (26.9) |
| Balance as at 31 December 2022 | — | — |
Fair values of share warrants were calculated using the Black-Scholes option pricing model with the following assumptions:
| At 24 February 2022 | At 31 January 2022 | As at 31 December 2021 | |
|---|---|---|---|
| Valuation date share price | C\$32.67 | C\$ 28.32 | C\$ 27.73 |
| Weighted average fair value of share warrants | C\$22.95 | C\$17.83 | C\$17.19 |
| Exercise price | C\$8.15 - C\$13.81 | C\$8.15 - C\$13.81 | C\$8.15 - C\$13.81 |
| Risk-free interest rate | 1.51 % | 1.28 % | 0.95 % |
| Expected share market volatility | 32% - 38% | 31% - 38% | 27% - 41% |
| Expected life of share warrants (years) | 0.14 - 1.60 | 0.21 - 1.66 | 0.29 - 1.75 |
| Dividend yield | 2.5 % | 2.5 % | 2.5 % |
| Number of share warrants exercised/exercisable | 799,000 | 940,000 | 1,739,000 |
b. PSU LIABILITIES AND REPURCHASED SHARES
EMPLOYEE BENEFIT TRUST SHARES
Prior to the Company listing on the LSE, the Group established an Employee Benefits Trust (the "EBT") in connection with the Group's employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the year ended 31 December 2021, the EBT acquired 0.6 million outstanding common shares from certain employees of the Group which remain held in the EBT at 31 December 2022.
EGC TRACKER SHARES
Upon vesting of PSUs, certain employees convert the vested PSU awards into EGC tracker shares, whereby upon exercise, a subsidiary of the Company is obligated to pay the employees cash for the fair value of the underlying shares of the Company ("EGC tracker shares") at the date of exercise. The fair value of EGC tracker shares was \$3.4 million at 31 December 2022 (31 December 2021 - \$13.2 million) and is included in current other financial liabilities with changes in the fair value of the underlying shares recognised in earnings in the period. During the year ended 31 December 2022, additional EGC tracker shares with a value of \$20.8 million were issued, a decrease in the fair value of \$1.2 million was recognised, and a payment of \$29.4 million was made in relation to the settlement of these shares (During the year ended 31 December 2021, trackers shares with a value of \$15.7 million were issued, a decrease in the fair value of \$1.4 million was recognised, and a payment of \$1.1 million was made in relation to the settlement of these shares).
| EGC tracker shares outstanding |
Weighted average grant price (GBP) |
|
|---|---|---|
| At 31 December 2020 | ||
| Granted | 640,696 | 17.21 |
| Exercised | (38,794) | 17.25 |
| Added by performance factor | 4,068 | 17.25 |
| At 31 December 2021 | 605,970 | 17.21 |
| Granted | 877,795 | 17.60 |
| Exercised | (1,323,983) | 17.41 |
| At 31 December 2022 | 159,782 | 17.67 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
PSU LIABILITIES
Certain PSUs were reclassified to liabilities during the year ended 31 December 2021 as management determined that the PSUs will be settled in cash upon vesting. As a result, these PSUs are recognised at fair value at 31 December 2022, and \$10.7 million is included in current other financial liabilities at 31 December 2022 (31 December 2021 - \$5.8 million) as they are expected to be settled in the next 12 months. The remaining \$3.2 million (31 December 2021 - \$12.1 million) is classified as non-current other liabilities.
c. CALL-RIGHTS
Upon acquisition of Teranga, the Group acquired all previously issued and outstanding Teranga call-rights and were exchanged for replacement Endeavour call-rights at a ratio of 0.47 Endeavour call-rights for each Teranga call-right at an adjusted exercise price of C\$14.90 to reflect the impact of dividends paid.
The call-rights are required to be settled in cash at the difference between Endeavour's five-day volume weighted average trading price on the exercise date and the exercise price of C\$14.90. The call-rights expire on 4 March 2024. The callrights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments.
A reconciliation of the change in fair value of the call-rights liability is as follows:
| Number of call rights |
Amount | |
|---|---|---|
| Added upon acquisition of Teranga | 1,880,000 | 19.3 |
| Change in fair value | — | (0.1) |
| Balance as at 31 December 2021 | 1,880,000 | 19.2 |
| Change in fair value | — | 0.3 |
| Balance as at 31 December 2022 | 1,880,000 | 19.5 |
The fair value of the call-rights were calculated using the Black-Scholes option pricing model with the following assumptions:
| As at 31 December 2022 | As at 31 December 2021 | |
|---|---|---|
| Valuation date share price1 | C\$ 29.11 | C\$ 27.57 |
| Fair value per call-right | C\$ 14.1 | C\$ 12.92 |
| Exercise price | C\$ 14.89 | C\$ 14.89 |
| Risk-free interest rate | 4.01 % | 0.96 % |
| Expected share market volatility | 29 % | 46 % |
| Expected life of call-rights (years) | 1.18 | 2.18 |
| Dividend yield | 2.5 % | 2.5 % |
| Number of call-rights exercisable | 1,880,000 | 1,880,000 |
- Represents five-day volume weighted average trading price of the Company's common shares on the TSX.
d. CONTINGENT CONSIDERATION
As part of the acquisition of Teranga, Endeavour recognised contingent consideration related to Teranga's acquisition of Massawa (Jersey) Limited. The contingent consideration is linked to future gold prices and is payable to Barrick Gold Corporation ("Barrick") in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.
The Group has classified the contingent consideration payable to Barrick as a current derivative financial liability as the amount due is dependent on future gold prices over periods of time in future. As at 31 December 2022, the Group estimated the fair value of the contingent consideration by calculating the present value of the \$50.0 million due in March 2023 by using a risk-free rate of 4.77% as the discount rate.
In the year ended 31 December 2022, the Group recognised a loss on change in fair value of \$1.2 million (in the year ended 31 December 2021 - a loss of \$3.2 million). The Group paid \$50.0 million related to the contingent consideration in March 2023 (note 26).
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
18 ENVIRONMENTAL REHABILITATION PROVISION
| 31 December | 31 December | |
|---|---|---|
| Note | 2022 | 2021 |
| Balance as at beginning of year | 162.9 | 78.0 |
| Derecognised on disposal of Karma mine 4 |
(16.7) | — |
| Assumed on acquisition of subsidiaries | — | 38.1 |
| Revisions in estimates and obligations incurred | 17.1 | 43.4 |
| Accretion expense | 1.7 | 3.4 |
| Balance as at 31 December 2022 | 165.0 | 162.9 |
The Group recognises environmental rehabilitation provisions for all its operating mines. Rehabilitation activities include backfilling, soil-shaping, re-vegetation, water treatment, plant and building decommissioning, administration, closure and monitoring activities. The majority of rehabilitation expenses are expected to occur between 2023 and 2048. The provisions of each mine are accreted to the undiscounted cash flows over the projected life of each mine.
The Group measures the provision at the expected value of future cash flows including inflation rates of approximately 2.50% (31 December 2021 - 2.72%), discounted to the present value using average discount rates of 2.00% (31 December 2021 - 2.25%). Future cash flows are estimated based on estimates of rehabilitation costs and current disturbance levels. The undiscounted real cash flows related to the environmental rehabilitation obligation as of 31 December 2022 was \$155.7 million (31 December 2021 - \$152.4 million).
Regulatory authorities in certain countries require security to be provided to cover the estimated rehabilitation provisions. Total restricted cash held for this purpose as at 31 December 2022 was \$36.3 million (31 December 2021 - \$31.6 million).
19 NON-CONTROLLING INTERESTS
The composition of the non-controlling interests ("NCI") is as follows:
| Ity Mine (15%) |
Houndé Mine (10%) |
Mana Mine (10%) |
Boungou Mine (10%) |
Sabodala Massawa Mine (10%) |
Wahgnion Mine (10%) |
Other1 | Total (continuing operations) |
Discontinued operations |
Total (all operations) |
|
|---|---|---|---|---|---|---|---|---|---|---|
| At 31 December 2020 | 39.2 | 22.5 | 44.8 | 66.4 | — | — | 6.7 | 179.6 | 11.3 | 190.9 |
| Acquisition of NCI | — | — | — | — | 193.2 | 52.7 | — | 245.9 | — | 245.9 |
| Net earnings/(loss) | 21.6 | 18.3 | 7.1 | (13.7) | 21.2 | 4.7 | 0.4 | 59.6 | 0.7 | 60.3 |
| Dividend distribution | (4.5) | (8.2) | (8.0) | (7.3) | (1.9) | — | — | (29.9) | — | (29.9) |
| Disposal of the Agbaou mine2 |
— | — | — | — | — | — | — | — | (3.0) | (3.0) |
| 31 December 2021 | 56.3 | 32.6 | 43.9 | 45.4 | 212.5 | 57.4 | 7.1 | 455.2 | 9.0 | 464.2 |
| Net earnings/(loss) | 24.2 | 19.2 | 5.7 | (10.3) | 14.0 | (17.7) | — | 35.1 | 0.3 | 35.4 |
| Dividend distribution | (6.9) | (18.3) | (4.9) | (2.4) | (31.0) | (0.4) | — | (63.9) | — | (63.9) |
| Disposal of the Karma mine2 |
— | — | — | — | — | — | — | — | (9.3) | (9.3) |
| At 31 December 2022 | 73.6 | 33.5 | 44.7 | 32.7 | 195.5 | 39.3 | 7.1 | 426.4 | — | 426.4 |
-
Exploration, Corporate, Projects and Kalana segments are included in the "other" category.
-
For further details refer to note 4.
During the year ended 31 December 2022, the Ity, Houndé, Mana, Boungou, Sabodala-Massawa and Wahgnion mines declared dividends to their shareholders. Dividends to minority shareholders amounted to \$63.9 million of which \$6.7 million was still payable as at 31 December 2022 and are included in other payables.
During the year ended 31 December 2021, the Ity, Houndé, Mana, Boungou and Sabodala-Massawa mines declared dividends to their shareholders. Dividends to minority shareholders to the value of \$29.9 million were paid during the twelve months ended 31 December 2021 and are included in cash flows from financing activities.
For summarised information related to these subsidiaries, refer to note 23, Segmented Information.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
20 SUPPLEMENTARY CASH FLOW INFORMATION
a. NON-CASH ITEMS
Below is a reconciliation of non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2022 and 31 December 2021:
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
|
| Depreciation and depletion | 616.0 | 599.8 | |
| Impairment of mining interests and goodwill | 6 | 360.3 | 247.7 |
| Finance costs | 9 | 66.2 | 65.7 |
| Share-based compensation | 7 | 32.8 | 32.5 |
| Loss/(gain) on financial instruments | 8 | 22.3 | (28.0) |
| Other expenses1 | 40.5 | 10.3 | |
| Total non-cash items2 | 1,138.1 | 928.0 |
-
Non-cash other expenses for the year consists primarily of the write-off of inventory balances of \$5.9 million, write-off of \$3.4 million related to VAT receivable balances, \$13.7 million in legal provisions and provision for overdue receivables of \$13.4 million.
-
Certain of the comparative figures with respect to other expenses (\$3.9 million) and foreign exchange (\$10.9 million) and their corresponding impact on working capital have been reclassified to conform with the current year presentation.
b. DEPRECIATION AND DEPLETION
Below is a reconciliation of depreciation in operating cash flows in the consolidated statement of cash flows and in the consolidated statement of comprehensive (loss)/earnings to the mining interests note (note 12) for the year ended 31 December 2022 and 31 December 2021:
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
|
| Depreciation and depletion per mining interests note 12 |
639.1 | 716.6 | |
| Depreciation and depletion related to discontinued operations 4 |
(4.8) | (48.9) | |
| Change in depreciation and depletion capitalised to inventory | (18.3) | (67.9) | |
| Depreciation and depletion expense | 616.0 | 599.8 |
c. CHANGES IN WORKING CAPITAL
Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2022 and 31 December 2021:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Trade and other receivables | (13.6) | (4.3) |
| Inventories | (57.5) | 63.7 |
| Prepaid expenses and other | (9.9) | 4.2 |
| Trade and other payables | (10.6) | (64.1) |
| Changes in working capital1 | (91.6) | (0.5) |
- Certain of the comparative figures with respect to other expenses and foreign exchange and their corresponding impact on working capital have been reclassified to conform with the current year presentation.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
d. EXPENDITURES ON MINING INTERESTS
Expenditures on mining interests per the consolidated statement of cash flows for the year ended 31 December 2022 and 31 December 2021 include:
| YEAR ENDED | ||
|---|---|---|
| Note | 31 December 2022 |
31 December 2021 |
| Additions/expenditures on mining interests 12 |
(546.2) | (550.6) |
| Non-cash additions to right-of-use assets 12 |
9.7 | 27.9 |
| Expenditures on mining interests by discontinued operations | 0.5 | 4.8 |
| Change in working capital1 | 17.7 | 0.8 |
| Expenditures on mining interests | (518.3) | (517.1) |
- The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures incurred at the Lafigué project causing a \$3.0 million increase and at the Sabodala-Massawa BIOX® extension project causing an \$18.0 million decrease. Both projects launched construction during the 2022 financial year.
e. CASH FLOWS ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Group's liabilities arising from financing activities. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities.
| Long-term debt | Lease obligations |
||||
|---|---|---|---|---|---|
| RCF | Accrued interest1 |
Senior notes | Convertible senior notes |
Lease liabilities |
|
| At 1 January 2022 | (7.2) | 0.9 | 492.7 | 356.4 | 51.1 |
| Changes from financing cash flows | |||||
| Debt issued | 50.0 | — | — | — | — |
| Repayments | (50.0) | — | — | — | (14.6) |
| Interest paid | — | (0.7) | (25.0) | (9.9) | (3.3) |
| Payment of deferred financing costs and other | (1.7) | (4.2) | — | — | — |
| Other changes | |||||
| Interest expense | — | 0.7 | 27.3 | 20.4 | 3.5 |
| New leases | — | — | — | — | 9.7 |
| Amortisation of deferred financing costs and other fees | 2.0 | — | — | — | — |
| Change in fair value of conversion option | — | — | — | (30.3) | — |
| Sold as part of Karma | — | — | — | (1.2) | |
| Foreign exchange and other | 4.4 | — | — | 1.9 | |
| At 31 December 2022 | (6.9) | 1.1 | 495.0 | 336.6 | 47.1 |
| Current portion | — | 1.1 | — | 336.6 | 18.2 |
| Long-term portion | (6.9) | — | 495.0 | — | 28.9 |
- Included in note 15: Trade and other payables as other payables.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Long-term debt | Lease obligations | ||||||
|---|---|---|---|---|---|---|---|
| RCF | Corporate loan facilities1 |
Accrued interest2 |
Senior notes | Convertible senior notes |
Financing arrangements |
Lease liabilities |
|
| At 1 January 2021 | 301.7 | — | 0.9 | — | 386.5 | — | 37.2 |
| Added upon acquisition of Teranga |
— | 392.8 | — | — | — | 8.9 | 5.6 |
| Changes from financing cash flows |
|||||||
| Debt issued | 490.0 | — | — | 494.6 | — | — | — |
| Repayments | (800.0) | (392.8) | — | — | — | (8.9) | (19.4) |
| Interest paid | — | — | (13.7) | — | (9.9) | — | (3.3) |
| Payment of deferred financing costs and other |
(14.8) | — | (1.8) | (11.0) | — | — | — |
| Other changes | |||||||
| Interest expense | — | — | 12.8 | 5.8 | 19.8 | — | 3.3 |
| New leases | — | — | — | — | — | — | 27.9 |
| Amortisation of deferred financing costs and other fees |
15.9 | — | — | — | — | — | — |
| Change in fair value of conversion option |
— | — | — | — | (40.0) | — | — |
| Foreign exchange and other | — | — | 2.7 | 3.3 | — | — | (0.2) |
| At 31 December 2021 | (7.2) | — | 0.9 | 492.7 | 356.4 | — | 51.1 |
| Current portion | — | — | 0.9 | — | — | — | 14.4 |
| Long-term portion | (7.2) | — | — | 492.7 | 356.4 | — | 36.7 |
-
Corporate loan facilities includes \$49.7 million related to a gold offtake liability acquired as part of Teranga and repaid during 2021.
-
lncluded in note 15: Trade and other payables as other payables.
21 INCOME TAXES
a. INCOME TAXES RECOGNISED IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/EARNINGS Details of the income tax expense are as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December 2022 |
31 December 2021 |
|
| Current income and other tax expense | (273.3) | (195.1) |
| Deferred income tax recovery | 97.7 | 51.8 |
| Total income tax expense | (175.6) | (143.3) |
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Some subsidiaries of the Group are not subject to corporate taxation in the Cayman Islands. However, the taxable earnings of the corporate entities in Barbados, Burkina Faso, Canada, Côte d'Ivoire, Mali, Senegal, Monaco, France, Mauritius and the United Kingdom are subject to tax under the tax law of the respective jurisdiction. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. The Group has recognised tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Group operates, as well as from uncertain tax positions identified upon the acquisition of SEMAFO and Teranga and through review of the Group's historical tax positions. For those amounts recognised related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above. Management evaluates its uncertain tax positions regularly to update for changes to the tax legislation, the results of any tax audits undertaken, the correction of the uncertain tax position through subsequent tax filings, or the expiry of the period for which the position can be re-assessed. Management considers the material elements of any other claims to be without merit or foundation and will strongly defend its position in relation to these matters and follow the appropriate process to support its position. Accordingly, no provision or further disclosure has been made as the likelihood of a material outflow of economic benefits in respect of those claims whose outcome is considered to be remote. In forming this assessment,
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
management has considered the professional advice received, the mining conventions and tax laws in place in the various jurisdictions, and the facts and circumstances of each individual claim. As at 31 December 2022, the Group had total tax exposures of \$366.1 million for which a provision of \$40.0 million has been recognised as tax payable included in current liabilities (As at 31 December 2021, the Group had total tax exposures of \$160.2 million for which a provision of \$46.4 million was recognised as tax payable included in current liabilities).
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Earnings before taxes | 144.6 | 447.9 |
| Average domestic tax rate1 | 24 % | 24 % |
| Income tax expense based on average domestic tax rates | 34.7 | 107.5 |
| Reconciling items: | ||
| Rate differential2 | 35.5 | 2.2 |
| Effect of foreign exchange rate changes on deferred taxes3 | 25.0 | 32.6 |
| Permanent differences4 | 4.3 | 33.0 |
| Mining convention benefits5 | (9.6) | (105.2) |
| Effect of withholding taxes paid6 | 67.9 | 50.4 |
| True up and tax amounts paid in respect of prior years | (6.9) | 15.5 |
| Effect of changes in deferred tax assets and losses not recognised/utilised | 21.2 | 20.8 |
| Other | 3.5 | (13.5) |
| Income tax expense | 175.6 | 143.3 |
- The average domestic tax rate is calculated using the average statutory tax rate applicable in the jurisdictions in which the Group has operating entities. 2. Rate differential reflects the difference between tax expense calculated at the average domestic tax rate of 24%, and the tax expense/ (recovery)
calculated using the statutory tax rate applicable to each entity, of which some are in low tax rate jurisdictions (see table below).
-
The effect of foreign exchange rate changes on deferred taxes reflects the adjustment to the deferred taxes for changes in the foreign exchange rates in the opening balance and on the movements during the year.
-
Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial statements.
-
The Group benefits from a mining convention benefit at its Ity mine whereby earnings generated from certain permits are not subject to tax in Côte
d'Ivoire. In the prior year, the Sabodala-Massawa mine benefitted from a mining convention benefit which expired on 1 January 2022.
- The effect of withholding taxes paid includes a withholding tax expense recognised upon declaration of intercompany dividends and interest on intercompany loans. The increase compared to the prior year is due to an increase in the actual dividend declared at the Sabodala-Massawa mine during the year ended 31 December 2022 relative to the amount estimated at 31 December 2021.
The following is a summary of the tax rates in the various taxable jurisdictions:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Barbados | 2.5 % | 2.5 % |
| Burkina Faso1 | 17.5%/27.5% 17.5%/27.5% | |
| Canada | 26.5 % | 26.5 % |
| Cayman Islands | 0.0 % | 0.0 % |
| Senegal | 25.0 % | 25.0 % |
| Côte d'Ivoire | 25.0 % | 25.0 % |
| Australia | 30.0 % | 30.0 % |
| Mali | 30.0 % | 30.0 % |
| Monaco | 28.0 % | 28.0 % |
| France | 31.0 % | 31.0 % |
| Mauritius | 15.0 % | 15.0 % |
| United Kingdom | 19.0 % | 19.0 % |
- The tax rates in Burkina Faso vary for the different operating entities based on the mining convention or applicable tax laws for the particular entity.
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
b. INCOME TAXES PAYABLE AND RECEIVABLE
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2022 | 2021 | |
| Income taxes payable related to current year taxable profits | 207.1 | 122.9 |
| Provision for income taxes | 40.0 | 46.4 |
| Income taxes payable | 247.1 | 169.3 |
c. DEFERRED TAX BALANCES
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Deferred income tax assets | ||
| Mining interests, and property, plant and equipment | 3.7 | 19.5 |
| Inventory | 9.8 | 1.2 |
| Trade payables | 6.5 | 5.8 |
| 20.0 | 26.5 | |
| Deferred income tax liabilities | ||
| Inventory | (30.6) | (26.0) |
| Current liabilities | (4.3) | (6.3) |
| Withholding tax on dividends | (43.0) | (23.5) |
| Mining interests and other | (516.7) | (633.0) |
| Net deferred income tax liability | (574.6) | (662.3) |
| 31 December 2022 |
31 December 2021 |
|
| Net deferred income tax liability at beginning of the year | (662.3) | (285.3) |
| Deferred tax liability recognised as part of acquisitions | — | (429.0) |
| Deferred income tax recovery | 97.7 | 52.0 |
| Deferred tax asset derecognised on disposal of Karma | (10.0) | — |
| Net deferred income tax liability at end of the year | (574.6) | (662.3) |
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Net deferred income tax asset | — | 10.0 |
| Net deferred income tax liability | (574.6) | (672.3) |
| Total | (574.6) | (662.3) |
d. UNRECOGNISED DEDUCTIBLE TEMPORARY DIFFERENCES
At 31 December 2022, the Group had deductible temporary differences for which deferred tax assets have not been recognised because it is not probable that future profits will be available against which the Group can utilise the benefit. The major components of the deductible temporary differences were comprised as follows:
- \$39.2 million (31 December 2021 \$35.4 million) in Burkina Faso, Senegal and Côte d'Ivoire arising from mine closure liabilities.
- At 31 December 2021 there was a balance of \$1.2 million in Burkina Faso arising from the impairment of mining interests at the Karma mine.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
22 RELATED PARTY TRANSACTIONS
A related party is considered to include shareholders, affiliates, associates and entities under common control with the Group and members of key management personnel.
a. COMPENSATION OF KEY MANAGEMENT PERSONNEL AND DIRECTORS
The remuneration of Directors and other members of key management personnel, who are those members of management who are responsible for planning, directing and controlling the activities of the Group during the year, were as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2022 | 2021 | |
| Short-term benefits | 13.3 | 23.4 |
| Share-based payments | 14.2 | 10.5 |
| Termination benefits | 2.4 | — |
| Total | 29.9 | 33.9 |
During the year ended 31 December 2021, an amount of \$10.8 million was paid to senior and key management personnel as incentive awards for the completion of the Teranga acquisition and the successful listing on the LSE.
b. OTHER RELATED PARTY TRANSACTIONS
During the year ended 31 December 2021, the Group entered into a transaction with La Mancha when La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a \$200.0 million private placement for 8,910,592 shares of Endeavour. During the year ended 31 December 2021 La Mancha's future anti-dilution rights were extinguished and La Mancha's ownership interest in Endeavour was 19.6% at 31 December 2022 (31 December 2020 - 19.4%).
c. SUBSIDIARIES
Details of the Company's subsidiaries at the end of the reporting periods are as follows:
| Entity | Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held |
Registered address | |
|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||
| Endeavour Mining Services LLP |
Corporate | United Kingdom |
100 % | 100 % 2nd Floor, 5 Young Street, London, UK W8 5EH | |
| Endeavour Mining Corporation |
Corporate | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Endeavour Gold Corporation |
Corporate | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Endeavour Canada Holdings |
Corporate | Canada | 100 % | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
|
| Arion Construction S.àr.l | Operations | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d'Ivoire. |
|
| Endeavour Management Services Monaco S.A.M. |
Corporate | Monaco | 100 % | 100 % 7 Boulevard des Moulins, Bureau 76, Monaco 98000 |
|
| Endeavour Management Services Abidjan S.àr.l |
Corporate | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d'Ivoire. |
|
| Endeavour Management Services France |
Corporate | France | 100 % | 100 % 19 boulevard Malesherbes 75008 Paris | |
| Endeavour Management Services London Limited. |
Corporate | England | 100 % | 100 % 2nd Floor, 5 Young Street, London, UK W8 5EH | |
| Hippocampus Mining Services S.àr.l |
Operations | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d'Ivoire. |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Entity | Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held |
Registered address | |
|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||
| Centre Commun de Fonctions Support Endeavour (CCFSE) GIE |
Corporate | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP 9214 Ouagadougou 06, Burkina Faso |
|
| Endeavour Management Services Halifax Ltd.1 |
Corporate | Canada | — | 100 % Suite 301, 1595 Bedford Highway (Bedford House), Halifax, NS B4A 3Y4 |
|
| SEMAFO Inc.1 | Corporate | Canada | — | 100 % 2500-1000 rue De La Gauchetière O Montréal (Québec) H3B0A2 Canada |
|
| Avion Gold Corporation1 | Corporate | Canada | — | 100 % 199 Bay Street, 5300 Commerce Court West, Toronto, Ontario, Canada, M5L 1B9 |
|
| Hounde Holdings Ltd (Formerly Avion Resources (Mali) Ltd.) |
Holding | Barbados | 100 % | 100 % Radley Court, Upper Collymore Rock, St. Michael, Barbados |
|
| Avnel Gold Mining Limited | Holding | Guernsey | 100 % | 100 % Les Echelons Court, Les Echelons, St. Peter Port, Guernsey GY1 1AR |
|
| Burkina Faso Exploration Limited |
Holding | Jersey | 100 % | 100 % 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands |
|
| Ity Holdings | Holding | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Endeavour Exploration Ltd. | Holding | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Karma Mining Holdings Ltd.2 |
Holding | Barbados | — | 100 % Radley Court, Upper Collymore Rock, St. Michael, Barbados |
|
| True Gold Mining Inc.1 | Holding | Canada | — | 100 % Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
|
| Semafo (Barbados) Limited | Holding | Barbados | 100 % | 100 % J.W. Business Services Inc. The Gables, Haggatt Hall, St. Michael |
|
| African GeoMin Mining Development Corporation Ltd |
Holding | Barbados | 100 % | 100 % J.W. Business Services Inc. The Gables, Haggatt Hall, St. Michael |
|
| Savary A1 Inc | Holding | British Virgin Islands |
100 % | 100 % PO Box 173, Road Town, Tortola, VG1110 | |
| Ity Holdings UK Limited | Holding | United Kingdom |
100 % | — % 5 Young Street, W8 5EH, London | |
| Lafigué Holdings UK Limited |
Holding | United Kingdom |
100 % | — % 5 Young Street, W8 5EH, London | |
| Avion Gold (Burkina Faso) S.àr.l. |
Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Bouéré-Dohoun Gold Operation SA |
Operations | Burkina Faso | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Bissa HoldCo S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Burkina Faso Gold Exploration S.àr.l. |
Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Burkina Faso Gold S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Golden Star Exploration – Burkina SA2 |
Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Houndé Gold Operation SA | Operations | Burkina Faso | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Karma Exploration S.àr.l.2 | Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Liguidi Holdco SARL2 | Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|
| Liguidi Malguem JV S.àr.l.2 | Exploration | Burkina Faso | — | 80 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Entity | Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held |
Registered address | |||||
|---|---|---|---|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||||||
| Riverstone Karma SA2 | Operations | Burkina Faso | — | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Riverstone Resources Burkina S.àr.l.2 |
Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Endeavour Exploration Burkina S.àr.l.2 |
Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Yatenga Holdings Limited SA2 |
Exploration | Burkina Faso | — | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Semafo Boungou SA | Operations | Burkina Faso | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Semafo Burkina Faso SA | Operations | Burkina Faso | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Houndé Exploration BF S.àr.l. |
Exploration | Burkina Faso | 79 % | 79 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Sarama JV Mining S.àr.l. | Exploration | Burkina Faso | 79 % | 79 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Mana Minéral S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Semafo Minéral S.A | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Burkina Geoservices S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Resources Tangayen S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Resources Burkinor S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Resources Ouango S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Resources Fitini S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Resources Mouhoun S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Ressources Ferke S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Birimian Resources S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Birimian Exploration S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Birimian Discovery S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Wahgnion Gold Operations SA |
Operations | Burkina Faso | 90 % | 90 % Avenue Gérard Kango Ouédraogo, secteur 15, Ouaga 2000,Ouagadougou |
|||||
| Boss Minerals SARL | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Boss Gold SARL | Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| Gryphon Minerals Burkina Faso SARL |
Exploration | Burkina Faso | 100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, Ouagadougou |
|||||
| MET CI S.àr.l. | Exploration | Côte d'Ivoire | 100 % | 100 % Cocody, Croisement du Boulevard Latrille et rue du Lycée Technique, Hotel Palm Club, 2ème étage, 06 BP 1334 Abidjan 06 |
|||||
| Etruscan Resources Côte d'Ivoire S.à.r.l. |
Exploration | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 25 BP 603 Abidjan 25 |
|||||
| Endeavour Aviation S.A.R.L | Corporate | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 |
Abidjan 08
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Entity | Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held |
Registered address | |
|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||
| Keyman Investment S.A. | Holding | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
|
| La Mancha Côte d'Ivoire S.àr.l. |
Exploration | Côte d'Ivoire | 100 % | 100 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 06 BP 2220 Abidjan 06 |
|
| Société des Mines de Daapleu SA |
Operations | Côte d'Ivoire | 85 % | 85 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
|
| Société des Mines d'Ity SA | Operations | Côte d'Ivoire | 85 % | 85 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
|
| Société des Mines de Floleu S.A |
Operations | Côte d'Ivoire | 90 % | 90 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
|
| Société des Mines de Lafigué S.A |
Operations | Côte d'Ivoire | 80 % | 80 % Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
|
| Teranga Exploration (Ivory Coast) SARL |
Exploration | Côte d'Ivoire | 100 % | 100 % Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28 |
|
| Afema Gold SA | Operations | Côte d'Ivoire | 46 % | 46 % Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28 |
|
| Taurus Gold CI SARL | Exploration | Côte d'Ivoire | 51 % | 51 % Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28 |
|
| Avion Mali Exploration S.A.3 | Exploration | Mali | — | 100 % Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 |
|
| Avion Mali West Exploration S.A. |
Exploration | Mali | 100 % | 100 % Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 |
|
| Avnel Mali S.àr.l.4 | Exploration | Mali | — | 100 % Bamako Torokorobougou 03 BP 68 Bamako 03 | |
| Bluebird Mali S.àr.l.3 | Exploration | Mali | — | 100 % Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 |
|
| Nevsun Mali Exploration Ltd. SA3 |
Exploration | Mali | — | 100 % Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 |
|
| Société des Mines d'Or de Kalana SA |
Operations | Mali | 80 % | 80 % Badalabougou Est, rue 12, villa n°5, 03 BP 68 Bamako 03 |
|
| Etruscan Resources Ghana Limited |
Exploration | Ghana | 100 % | 100 % Y/B 15 Augusto Neto Road, Airport Residential Area, Accra |
|
| Endeavour Niger SA | Exploration | Niger | 70 % | 70 % 457 boulevard de l'indépendance, plateau, Niamey, BP 10.014 |
|
| Endeavour Guinée S.àr.l. | Exploration | Guinée | 100 % | 100 % 5ème étage n°502, Résidence Joulia, Conakry | |
| Endeavour Siguiri. | Exploration | Guinée | 100 % | 100 % 5ème étage n°502, Résidence Joulia, Conakry | |
| Blue Gold Mining Inc.1 | Holding | Canada | — | 100 % Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
|
| Burkina Gold Corporation1 | Holding | Canada | — | 100 % Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
|
| Teranga Gold (Burkina Faso) Corporation1 |
Holding | Canada | — | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6 |
|
| Teranga Gold (Mohanta) Corporation1 |
Holding | Canada | — | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6 |
|
| Teranga Gold (Senegal) Corporation1 |
Holding | Canada | — | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6 |
|
| Teranga Gold (Ivory Coast) Corporation1 |
Holding | Canada | — | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6 |
|
| Oromin Explorations Ltd.1 | Holding | Canada | — | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6 |
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Entity | Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held |
Registered address | ||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
|||||||
| Kalana Holdings | Holding | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108 |
||||
| Lafigué Holdings | Holding | Cayman | 100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108 |
||||
| Joint Venture BF1 | Holding | British Virgin Islands |
79 % | 79 % PO Box 173, Road Town, Tortola, VG1110 | ||||
| Hounde Exploration BF1 Inc | Holding | British Virgin Islands |
79 % | 79 % PO Box 173, Road Town, Tortola, VG1110 | ||||
| Sarama JV Holdings Limited |
Holding | British Virgin Islands |
79 % | 79 % PO Box 173, Road Town, Tortola, VG1110 | ||||
| Teranga Gold Burkina Faso (B.V.I.) Corporation |
Holding | British Virgin Islands |
100 % | 100 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110 |
||||
| Teranga Gold (B.V.I) Corporation |
Holding | British Virgin Islands |
100 % | 100 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110 |
||||
| Oromin Joint Venture Group Ltd. |
Holding | British Virgin Islands |
100 % | 100 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110 |
||||
| Sabodala Holdings Limited | Holding | British Virgin Islands |
100 % | 100 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110 |
||||
| Taurus Gold Afema Holdings Ltd. |
Holding | British Virgin Islands |
51 % | 51 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110 |
||||
| Orbis Gold Pty Ltd | Holding | Australia | 100 % | 100 % Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld, Australia 4000 |
||||
| MET BF Pty. Ltd | Holding | Australia | 100 % | 100 % Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld, Australia 4000 |
||||
| Teranga Gold (Australia) Pty Ltd |
Holding | Australia | 100 % | 100 % Blackstone Minerals Limited, level 3, 24 Outram Street, West Perth WA 6005 |
||||
| Gryphon Minerals Burkina Faso Pty Ltd |
Holding | Australia | 100 % | 100 % Blackstone Minerals Limited, level 3, 24 Outram Street, West Perth WA 6005 |
||||
| Gryphon Minerals West Africa Pty Ltd |
Holding | Australia | 100 % | 100 % Blackstone Minerals Limited, level 3, 24 Outram Street, West Perth WA 6005 |
||||
| Sabodala Gold Operations SA |
Operations | Senegal | 90 % | 90 % 2 K Plaza, Route du Méridien Président, Dakar | ||||
| Sabodala Mining Company SARL |
Exploration | Senegal | 100 % | 100 % 2 K Plaza, Route du Méridien Président, Dakar | ||||
| Massawa SA1 | Operations | Senegal | — | 90 % 2 K Plaza, Route du Méridien Président, Dakar | ||||
| Sabodala Gold (Mauritius) Limited |
Exploration | Mauritius | 100 % | 100 % C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 |
||||
| SGML (Capital) Limited | Holding | Mauritius | 100 % | 100 % C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 |
||||
| Loumana Holdings Ltd. | Holding | Mauritius | 100 % | 100 % C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 |
||||
| Massawa (Jersey) Limited | Holding | Jersey | 100 % | 100 % 2nd Floor Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB |
||||
| Exploration Atacora S.àr.l. | Exploration | Benin | 100 % | 100 % Ilot 6414 A M, Quartier Agori Aledjo, Abomey, Calavin, Cotonou, Bénin |
-
These entities were amalgamated into Endeavour Canada Holdings during the year ended 31 December 2022.
-
These entities were sold as part of the Karma CGU during the year ended 31 December 2022 (note 4).
-
These entities were sold as part of a transaction to one of the Company's suppliers during the year ended 31 December 2022.
-
This entity was dissolved during the year ended 31 December 2022.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
23 SEGMENTED INFORMATION
The Group operates in four principal countries, Burkina Faso (Houndé, Wahgnion, Mana and Boungou mines), Côte d'Ivoire (Ity mine, Lafigué project), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group's results by operating segment in the way information is provided to and used by the Company's chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the earnings/(loss) segmented information below. Exploration, the Kalana Project, the Lafigué project and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics at 31 December 2022.
| YEAR ENDED 31 DECEMBER 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ity Mine |
Houndé Mine |
Mana Mine |
Boungou Mine |
Sabodala Massawa Mine |
Wahgnion Mine |
Other | Total | |||
| Revenue | ||||||||||
| Revenue | 563.6 | 533.5 | 353.0 | 212.3 | 618.9 | 226.8 | — | 2,508.1 | ||
| Cost of sales | ||||||||||
| Operating expenses | (214.2) | (170.5) | (162.9) | (105.6) | (171.6) | (154.1) | (0.6) | (979.5) | ||
| Depreciation and depletion | (66.3) | (90.0) | (91.9) | (65.9) | (217.9) | (74.2) | (9.8) | (616.0) | ||
| Royalties | (31.1) | (37.5) | (21.2) | (12.7) | (34.7) | (15.7) | — | (152.9) | ||
| Earnings/(loss) from mine operations |
252.0 | 235.5 | 77.0 | 28.1 | 194.7 | (17.2) | (10.4) | 759.7 |
| YEAR ENDED 31 DECEMBER 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ity Mine |
Houndé Mine |
Mana Mine | Boungou Mine |
Sabodala Massawa Mine |
Wahgnion Mine |
Other | Total | ||
| Revenue | |||||||||
| Revenue | 506.8 | 523.1 | 379.0 | 305.2 | 642.7 | 285.3 | — | 2,642.1 | |
| Cost of sales | |||||||||
| Operating expenses | (189.0) | (162.7) | (180.3) | (105.1) | (210.0) | (135.4) | — | (982.5) | |
| Depreciation and depletion | (82.5) | (82.1) | (68.7) | (110.8) | (174.7) | (71.4) | (9.6) | (599.8) | |
| Royalties | (27.5) | (35.7) | (25.2) | (18.5) | (35.9) | (19.5) | — | (162.3) | |
| Earnings/(loss) from mine operations |
207.8 | 242.6 | 104.8 | 70.8 | 222.1 | 59.0 | (9.6) | 897.5 |
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 31 December 2022 or 31 December 2021.
The Company's assets and liabilities, including geographic location of those assets and liabilities, are detailed below:
| Ity Mine Côte d'Ivoire |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Boungou Mine Burkina Faso |
Sabodala Massawa Mine Senegal |
Wahgnion Mine Burkina Faso |
Other | Total | |
|---|---|---|---|---|---|---|---|---|
| Balances as at 31 December 2022 | ||||||||
| Current assets | 288.8 | 229.4 | 212.5 | 120.5 | 259.0 | 65.1 | 271.1 | 1,446.4 |
| Mining interests | 409.4 | 463.1 | 414.2 | 254.2 | 1,969.2 | 313.1 | 693.8 | 4,517.0 |
| Goodwill | — | — | 39.6 | — | 94.8 | — | — | 134.4 |
| Other long-term assets | 63.3 | 45.6 | 9.8 | 9.9 | 122.1 | 18.9 | 47.3 | 316.9 |
| Total assets | 761.5 | 738.1 | 676.1 | 384.6 | 2,445.1 | 397.1 | 1,012.2 | 6,414.7 |
| Current liabilities | 126.3 | 67.8 | 56.9 | 42.0 | 210.9 | 50.1 | 491.6 | 1,045.6 |
| Other long-term liabilities | 68.7 | 61.0 | 80.5 | 68.1 | 396.9 | 28.6 | 578.0 | 1,281.8 |
| Total liabilities | 195.0 | 128.8 | 137.4 | 110.1 | 607.8 | 78.7 | 1,069.6 | 2,327.4 |
| For the year ended 31 December 2022 | ||||||||
| Capital expenditures | 70.3 | 73.9 | 72.2 | 34.6 | 162.7 | 62.0 | 70.5 | 546.2 |
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
| Ity Mine Côte d'Ivoire |
Karma Mine Burkina Faso |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Boungou Mine Burkina Faso |
Sabodala Massawa Mine Senegal |
Wahgnion Mine Burkina Faso |
Other | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balances as at 31 December 2021 | |||||||||
| Current assets | 156.6 | 32.9 | 199.3 | 204.1 | 126.7 | 251.2 | 107.2 | 288.0 | 1,366.0 |
| Mining interests | 429.1 | 25.0 | 463.4 | 419.9 | 434.5 | 2,048.2 | 524.9 | 635.2 | 4,980.2 |
| Goodwill | — | — | — | 39.6 | — | 94.8 | — | — | 134.4 |
| Other long-term assets | 61.0 | 13.7 | 28.7 | 9.4 | 6.7 | 105.1 | 3.4 | 62.3 | 290.3 |
| Total assets | 646.7 | 71.6 | 691.4 | 673.0 | 567.9 | 2,499.3 | 635.5 | 985.5 | 6,770.9 |
| Current liabilities | 99.1 | 24.4 | 76.1 | 63.7 | 46.1 | 113.6 | 49.5 | 94.6 | 567.1 |
| Other long-term liabilities | 45.5 | 16.8 | 53.4 | 81.9 | 120.0 | 419.3 | 68.0 | 1,013.2 | 1,818.1 |
| Total liabilities | 144.6 | 41.2 | 129.5 | 145.6 | 166.1 | 532.9 | 117.5 | 1,107.8 | 2,385.2 |
| For the year ended 31 December 2021 | |||||||||
| Capital expenditures | 83.0 | 4.9 | 78.2 | 85.0 | 46.5 | 126.7 | 47.7 | 78.6 | 550.6 |
24 CAPITAL MANAGEMENT
The Group's objectives of capital management are to safeguard the entity's ability to support the Group's normal operating requirements on an ongoing basis, continue the development and exploration of its mining interests and support any expansionary plans.
In the management of capital, the Group includes the components of equity, finance obligations, and long-term debt, net of cash and cash equivalents and restricted cash.
Capital, as defined above, is summarised in the following table:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| Equity | 4,087.3 | 4,385.7 |
| Current portion of long-term debt | 336.6 | — |
| Long-term debt | 488.1 | 841.9 |
| Lease liabilities | 47.1 | 51.1 |
| 4,959.1 | 5,278.7 | |
| Less: | ||
| Cash and cash equivalents | (951.1) | (906.2) |
| Restricted cash | (39.5) | (31.6) |
| Total | 3,968.5 | 4,340.9 |
The Group manages its capital structure and adjusts it considering changes in its economic environment and the risk characteristics of the Group's assets. To effectively manage the entity's capital requirements, the Group has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Group has the appropriate liquidity to meet its operating and growth objectives, as well as to provide shareholder returns. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Group is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Senior Notes. As at 31 December 2022 and 31 December 2021, the Group was in compliance with these covenants.
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
25 COMMITMENTS AND CONTINGENCIES
The Group has commitments in place at all six of its mines for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 31 December 2022, the Group has approximately \$127.7 million in commitments relating to ongoing capital projects at its various mines.
During the year ended 31 December 2022, the Group launched the expansion of the Sabodala-Massawa mine by supplementing the current CIL plant with a BIOX® plant as well as the construction of the Lafigué project. As at 31 December 2022, the Group has approximately \$92.9 million and \$84.0 million in commitments outstanding respectively.
From time to time, the Group is involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties and current or former employees. The Group and its legal counsel consider the merits of each claim and the probable outcome but intends to vigorously defend itself against the claims. For those claims that the Group considers it probable that the judgement will not be in its favour and there will be an outflow of cash as a result, the Group has recognised a provision for the claim based on management's best estimate of the amount that will be required to settle the provision. The Group does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason thereof, will have a material effect on the financial condition or future results of operations.
The Group's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Group believes its operations are materially in compliance with all applicable laws and regulations. The Group has made, and expects to make in the future, expenditures to comply with such laws and regulations.
The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream"). Under the Sabodala stream, the Group is required to deliver 783 ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered to Franco-Nevada (the "Fixed Delivery Period") based on the Sabodala standalone life of mine plan prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6% of production from the Group's existing properties in Senegal (excluding Massawa) could result in a credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period, the Group is required to deliver 6% of production from the Group's existing properties in Senegal (excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement, Franco-Nevada pays the Group cash at the date of delivery for the equivalent of the prevailing spot price of gold on 20% of the ounces delivered. Revenue is recognised on actual proceeds received. The Group delivered 9,400 ounces during the year ended 31 December 2022 and as at 31 December 2022, 83,817 ounces are still to be delivered under the Fixed Delivery Period.
26 SUBSEQUENT EVENTS
Dividend
On 24 January 2023, the Board of Directors of the Company announced its second interim dividend for 2022 of \$100.0 million or approximately \$0.41 per share, payable on 28 March 2023 to shareholders on the register at close on 24 February 2023.
Gold revenue protection programme
In January 2023, the Group extended its revenue protection programme for 2024 and acquired a gold collar for 450,000 ounces with the written call options and bought put options having a floor price of \$1,800 and a ceiling price of \$2,400 per ounce respectively to be settled equally on a quarterly basis throughout 2024. The Group also entered into additional gold forward contracts for 70,000 ounces at an average gold price of \$2,032 per ounce to be settled equally in the first two quarters of 2024.
Repayment of Convertible Notes
On 15 February 2023, the Company repaid the principal amount outstanding under the Convertible Notes of \$330.0 million in cash and issued a further 835,254 in shares to settle the conversion feature of the Convertible Notes.
Repayment of contingent consideration
On 8 March 2023, the Company settled the contingent consideration amount of \$50.0 million in cash arising on the Teranga Acquisition (note 17).
Draw down of RCF
Subsequent to 31 December 2022 and up to 14 March 2023, the Group drew approximately \$260.0 million in cash from the RCF.
Share buyback programme
Subsequent to 31 December 2022 and up to 13 March 2023, the Group has repurchased a total of 453,752 shares at an average price of \$22.65 for total cash outflows of \$10.3 million.