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Endeavour Mining PLC — Audit Report / Information 2023
Mar 27, 2024
5068_10-k_2024-03-27_fc94f883-f307-4c1c-8423-4985456d5917.pdf
Audit Report / Information
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PRODUCING GOLD THAT PROVIDES LASTING VALUE TO SOCIETY
Q1 Q2 Q3 Q4 CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2023 and 2022
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 7 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS 8 | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 9 | ||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 10 | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| 1 | DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 11 | |
| 2 | BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES 11 | |
| 3 | CRITICAL JUDGEMENTS AND KEY ESTIMATES 20 | |
| 4 | DIVESTITURES 22 | |
| 5 | EARNINGS FROM OPERATIONS 26 | |
| 6 | IMPAIRMENT OF MINING INTERESTS 28 | |
| 7 | SHARE CAPITAL 30 | |
| 8 | FINANCIAL INSTRUMENTS AND RELATED RISKS 33 | |
| 9 | LONG-TERM DEBT 38 | |
| 10 | TRADE AND OTHER RECEIVABLES 41 | |
| 11 | INVENTORIES 42 | |
| 12 | MINING INTERESTS 43 | |
| 13 | GOODWILL 44 | |
| 14 | OTHER FINANCIAL ASSETS 45 | |
| 15 | TRADE AND OTHER PAYABLES 46 | |
| 16 | LEASE LIABILITIES 46 | |
| 17 | OTHER FINANCIAL LIABILITIES 47 | |
| 18 | ENVIRONMENTAL REHABILITATION PROVISION 48 | |
| 19 | NON-CONTROLLING INTERESTS 49 | |
| 20 | SUPPLEMENTARY CASH FLOW INFORMATION 49 | |
| 21 | INCOME TAXES 52 | |
| 22 | RELATED PARTY TRANSACTIONS 54 | |
| 23 | SEGMENTED INFORMATION 61 | |
| 24 | CAPITAL MANAGEMENT 62 | |
| 25 | COMMITMENTS AND CONTINGENCIES 63 | |
| 26 | SUBSEQUENT EVENTS 64 |
Independent auditor's report to the members of Endeavour Mining Plc
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 December 31, 2023 and 2022, and the consolidated statements of comprehensive loss, 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 material 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, 2023 and 2022, 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 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 LOM plans and were subject to appropriate internal review and approval. |
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| 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. |
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| Accounting policy: Note 2 Notes 6, 12 and 13. |
We obtained and reviewed management's impairment indicator review, and detailed impairment tests in respect of the Mana and Sabodala-Massawa mines as set out |
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| As detailed in Notes 12 and 13, the Group's mining interests, |
below. In respect of the Mana and Sabodala-Massawa mines: |
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| including property, plant and equipment and goodwill, represent its most significant assets and |
• We evaluated management's impairment models against the approved LOM plans | ||
| total \$4.3bn at 31 December 2023 |
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; in conjunction with our internal valuation |
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| Cash generating units ('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 goodwill has been allocated to these CGU's as part of the PPA accounting in prior periods. No impairments were noted at either of these mines. In addition, as detailed in Note 6, management has performed an impairment indicator review for all of the other operational assets under IAS 36 Impairment. |
specialists, recalculation of discount rates and evaluation of the appropriateness of risk premiums therein; and critical review of the forecast cost, capital spend and production profiles against the 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 2023 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 management (including mine managers, geologists, mining engineers) to understand and challenge the production, operating cost and capex forecasts. • 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. • We reviewed management's sensitivity calculations in respect of gold prices, production, discount rates, and operating costs and performed additional |
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| Given the current gold price forecasts and consistent operating results, management has |
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. |
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| considered there is no indication of any potential impairments at the Group's other operating mines. |
In respect of the Group's other mines, we undertook the following work on management's impairment indicator review: |
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| 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 and capital expenditure, as well as economic variables such as discount rates. 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 of focus for our audit. |
• We reviewed the LOM plans against 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. • We compared the trading performance against budget/plan for 2023 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. • In respect of pricing assumptions, our testing included evaluation of management's gold price forecasts against analyst consensus forecasts. • We held meetings with 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 disclosures given in Note 6. 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 mining interests to be |
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| reasonable. We found the disclosures in the consolidated financial statements to be in line with |
the accounting standards.
| Risk that the estimates used for We performed a detailed walkthrough of the group reserves and resource model the reserves and resources are process flow. inappropriate. We gained an understanding of the key controls around the mineral reserve Accounting policy: Note 2 estimates, including sign offs from the technical committee and final competent Notes 6, 12 and 13. persons throughout the stages of the reserves modelling process. As detailed in Notes 12 and 13, We performed an assessment of internal experts' competence, capabilities and the Group's mining interests, objectivity to ensure that the individuals performing the sign offs are competent and including property, plant and capable of detecting errors within the resource models and the scope of their work equipment and goodwill, represent is appropriate to be used as audit evidence. Where external experts were used, we its most significant assets and also assessed their independence. total \$4.3bn at 31 December Our assessment included confirmation that: 2023 • Key assumptions used in the preparation of Mine Resources were approved by Management is required to Qualified Persons for Resources and Reserves; exercise significant judgement and • The Ore Reserve Statement was reviewed by the General Manager's of each site, estimation when preparing the the SVP GTSOP, VP Resources and VP Mine Planning with the following items reserves and resource models. specifically inspected and approved: The preparation of the reserves o reconciliation between opening and closing balance of ore reserves; and resource models requires a o breakdown of reserves by mine site and deposit; high-level of geological technical o all persons responsible for approving the Mineral Resources and Ore Reserve skills and modelling experience, Statement are qualified persons as defined and listed on the Ore Reserve with there being a high degree of Statement; and subjectivity and complexity in the o the Final Ore Reserve Statement for disclosure purposes was approved by the model. Management make Technical Committee. assumptions and estimates regarding geotechnical parameters, mining losses, We obtained the Qualified Person's Report(s) ("QPR") for the mines and reviewed extraction capacity and rates, the report to assess the following: future grade and recovery factors. • Whether the scope of the QPR was appropriate for its purpose; The reserves estimates are a key • Whether the report clearly confirms that the scope was undertaken based on input into the life of mine model as Canadian Institute of Mining - NI-43-101 requirements; the driver of future economic • Whether any restrictions were placed upon the Qualified Person in completing benefit from operations. the review; Furthermore, the reserve • Whether any significant uncertainties apply to the estimates and judgments estimates also drive the depletion outside of those considered routine for such reserve assessments; and calculations for the underlying • Whether movements reconcile the mineral reserves from the qualified persons assets that are depreciated on a report from 2022 to 2023. units of production basis. The inherent judgement involved in We performed testing on the Resources and reserves inputs including: the reserves and resource estimates makes this a significant • Assessment of changes to underlying key assumptions and their appropriateness |
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|---|---|---|---|---|---|
| based on our understanding of the business and the wider industry environment; for our audit. • Testing a sample of costs to actual costs incurred in the year; • Testing a sample of assay results; • Testing the reasonability of the capital and operating costs included in the reserves model; • Review of any changes in cut-off grade in the current year; and • Reviewing the sensitivity of mineral resource estimates as part of the impairment assessment and obtaining an understanding of the plan for the mine in the following financial year and beyond to ensure this is in line with management's projections. Key observations: We found the key judgements in the determination of the Group's reserves and resources to be reasonable. We found the disclosures in the consolidated financial statements to be in line with the accounting standards. |
audit risk and a key area of focus |
| Risks arising from the impact | Our audit procedures included: | |||
|---|---|---|---|---|
| of the financial irregularities pertaining to the CEO dismissal on the financial statements. |
With support from our internal forensic specialists, we assessed the nature, scope and objectives of the internal investigation to ensure that this was appropriately designed to address the potential risks raised including the fraud risk identified. |
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| See Note 26, and Section 3 of the MD&A. |
We assessed the independence, objectivity and competence of the external forensic investigators to ensure that their work could be appropriately relied upon |
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| As announced by the Directors on 4 January 2024, the Group's CEO |
under the requirements of the applicable auditing standards. | |||
| Sebastian de Montessus was dismissed for serious misconduct |
We reviewed key documents supporting the investigators work, including interview transcripts and document/data captures. |
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| following his admission that in March 2021 he had diverted the settlement of a \$5.9m receivable, owed to Endeavour by a |
We challenged the external investigators and the Board of Directors regarding the findings of the investigation and whether the scope of the investigation had met the objectives. |
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| counterparty. The Directors engaged external forensic accountants and external legal advisers to undertake the internal |
In addition, to the above, further audit work was undertaken outside of the forensic investigation based on an escalated risk of management override and fraud. This included, but was not limited to: |
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| investigation, which encompassed the review of a number of legacy transactions. |
• Enhanced substantive testing of costs such as security, community spend and general/admin expenses through to supporting documentation and appropriate authorisation; |
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| As explained in Note 22, the investigation has concluded that |
• Assessment of key supplier contracts and procurement due diligence; • Third party confirmation or alternative procedures on key receivables held on the statement of financial position; |
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| there are a number of historical transactions where Sebastian de Montessus has misrepresented |
• Verification of key transactions such as strategic mining licences and payments to government through to supporting documentation and appropriate approvals; and |
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| and concealed the nature of payments and the ultimate beneficiary of those transactions. Those transactions have no impact on either the 2023 or 2022 |
• Challenging the Directors and Management regarding the completeness and accuracy of related party disclosures. This included review of key M&A transactions and conclusions on whether the ex-CEO had control or significant influence over the third party. |
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| financial statements. The investigation has found no |
We assessed the compliance with IAS 24 Related Party Disclosures. | |||
| evidence of payments to politically exposed people, bribery or the |
We assessed of the completeness and accuracy of the disclosures in Note 22 and Section 3 of the MD&A. |
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| purchase of unauthorised security equipment. |
Key observations: | |||
| There is a risk that the internal | Based on the procedures performed, we are satisfied that the results of the investigation have been appropriately disclosed. |
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| investigation has not identified all relevant transactions such that further accounting entries or disclosures would be required to recognise future liabilities or provisions for assets. |
Following the internal forensic investigation and the performance of our audit procedures, we are satisfied that based on the evidence obtained that there is no direct material impact on the financial statements for the current year and the disclosures in the MD&A and Related Party note are complete and accurate based on the requirements of IAS 24 Related Party Disclosures. |
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| There is also a risk that the internal investigation has not identified or disclosed related party relationships which may have influenced relevant transactions and therefore that the related party relationships and transactions disclosed in Note 22 are incomplete. |
Other Information
The Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and 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.
We obtained the Management Discussion and Analysis prior to the date of this auditor's report. 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 Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management 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, management is 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 judgment 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 27 March 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Consolidated financial statements Consolidated statement of comprehensive loss
(Expressed in Millions of United States Dollars, except per share amounts)
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2023 |
31 December 2022 |
|
| Revenue | |||
| Revenue | 5 | 2,114.6 | 2,069.0 |
| Cost of sales | |||
| Operating expenses | 5 | (787.2) | (720.0) |
| Depreciation and depletion | (448.4) | (476.0) | |
| Royalties | (133.7) | (124.5) | |
| Earnings from mine operations | 745.3 | 748.5 | |
| Corporate costs | 5 | (49.0) | (47.7) |
| Other expenses1 | 5 | (54.8) | (44.0) |
| Impairment of mining interests and goodwill | 6 | (122.6) | (2.8) |
| Share-based compensation | 7 | (28.7) | (32.8) |
| Exploration costs | (47.5) | (33.9) | |
| Earnings from operations | 442.7 | 587.3 | |
| Other expense | |||
| Loss on financial instruments | 8 | (118.0) | (19.1) |
| Finance costs, net | 9 | (71.2) | (61.1) |
| Earnings before taxes | 253.5 | 507.1 | |
| Income tax expense | 21 | (210.8) | (250.3) |
| Net comprehensive earnings from continuing operations | 42.7 | 256.8 | |
| Net loss from discontinued operations | 4 | (186.3) | (278.7) |
| Net comprehensive loss | (143.6) | (21.9) | |
| Total comprehensive loss | (143.6) | (21.9) | |
| Net (loss)/earnings from continuing operations attributable to: | |||
| Shareholders of Endeavour Mining plc | (23.2) | 193.7 | |
| Non-controlling interests | 19 | 65.9 | 63.1 |
| 42.7 | 256.8 | ||
| Total earnings/(loss) attributable to: | |||
| Shareholders of Endeavour Mining plc | (208.9) | (57.3) | |
| Non-controlling interests | 19 | 65.3 | 35.4 |
| (143.6) | (21.9) | ||
| Earnings per share from continuing operations | |||
| Basic loss per share, stated in US\$ per share | 7 | (0.09) | 0.78 |
| Diluted loss per share, stated in US\$ per share | 7 | (0.09) | 0.78 |
| Loss per share | |||
| Basic loss per share, stated in US\$ per share | 7 | (0.85) | (0.23) |
| Diluted loss per share, stated in US\$ per share | 7 | (0.85) | (0.23) |
- Other expenses include provision for expected credit losses of \$22.8 million for 2023 (2022: \$1 million).
Consolidated financial statements Consolidated statement of cash flows
(Expressed in Millions of United States Dollars)
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2023 |
31 December 2022 |
|
| Operating activities | |||
| Earnings before taxes | 253.5 | 507.1 | |
| Non-cash items | 20 | 844.8 | 623.1 |
| Cash paid on settlement of DSUs and PSUs | (5.8) | (7.6) | |
| Cash (paid)/received on settlement of financial instruments | (5.4) | 17.9 | |
| Income taxes paid | (340.9) | (158.3) | |
| Operating cash flows before changes in working capital | 746.2 | 982.2 | |
| Changes in working capital | 20 | (126.9) | (72.6) |
| Operating cash flows generated from continuing operations | 619.3 | 909.6 | |
| Operating cash flows generated from discontinued operations | 4 | 27.2 | 107.5 |
| Cash generated from operating activities | 646.5 | 1,017.1 | |
| Investing activities | |||
| Expenditures on mining interests | 20 | (762.6) | (426.1) |
| Boungou loan advance | 14 | (5.8) | — |
| Changes in other assets | (13.3) | (8.5) | |
| Proceeds from sale of financial assets | 14 | — | 10.7 |
| Proceeds from sale of non-mining assets | 12 | 1.0 | — |
| Purchase of marketable securities | 14 | (10.0) | — |
| Proceeds from sale of subsidiaries, net of cash disposed | 4 | 16.5 | 2.2 |
| Investing cash flows used by continuing operations | (774.2) | (421.7) | |
| Investing cash flows used by discontinued operations | 4 | (46.6) | (99.7) |
| Cash used in investing activities | (820.8) | (521.4) | |
| Financing activities | |||
| Acquisition of shares in share buyback | 7 | (61.5) | (98.7) |
| Payments from the settlement of tracker shares | 17 | (18.4) | (29.4) |
| Cash settlement of call-rights | 17 | (28.5) | — |
| Receipts on exercise of options and warrants | 5.9 | 26.1 | |
| Dividends paid to minority shareholders | 19 | (74.7) | (54.4) |
| Dividends paid to shareholders | 7 | (200.4) | (166.6) |
| Proceeds of long-term debt | 9 | 642.2 | 50.0 |
| Repayment of long-term debt | 9 | (400.0) | (50.0) |
| Payment of financing fees and other | (68.6) | (45.6) | |
| Repayment of lease liabilities | 16 | (20.5) | (13.7) |
| Settlement of contingent consideration | 17 | (50.0) | — |
| Financing cash flows used by continuing operations | (274.5) | (382.3) | |
| Financing cash flows (used by)/generated from discontinued operations | 4 | (2.1) | 2.2 |
| Cash generated used in financing activities | (276.6) | (380.1) | |
| Effect of exchange rate changes on cash and cash equivalents | 17.0 | (70.7) | |
| (Decrease)/increase in cash and cash equivalents | (433.9) | 44.9 | |
| Cash and cash equivalents, beginning of year | 951.1 | 906.2 | |
| Cash and cash equivalents, end of year | 517.2 | 951.1 |
Consolidated financial statements Consolidated statement of financial position
(Expressed in Millions of United States Dollars)
| Note | As at 31 December 2023 |
As at 31 December 20221 |
|
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 517.2 | 951.1 | |
| Trade and other receivables | 10 | 269.2 | 106.9 |
| Inventories | 11 | 224.9 | 320.7 |
| Current portion of other financial assets | 14 | 69.7 | 16.6 |
| Prepaid expenses and other | 39.2 | 51.1 | |
| 1,120.2 | 1,446.4 | ||
| Non-current | |||
| Mining interests | 12 | 4,157.1 | 4,517.0 |
| Goodwill | 13 | 134.4 | 134.4 |
| Other financial assets | 14 | 123.2 | 87.4 |
| Inventories | 11 | 323.6 | 229.5 |
| Total assets | 5,858.5 | 6,414.7 | |
| LIABILITIES | |||
| Current | |||
| Trade and other payables | 15 | 406.9 | 354.6 |
| Lease liabilities | 16 | 14.3 | 18.2 |
| Current portion of debt | 9 | 8.5 | 336.6 |
| Other financial liabilities | 17 | 17.5 | 89.1 |
| Income taxes payable | 21 | 166.2 | 247.1 |
| 613.4 | 1,045.6 | ||
| Non-current | |||
| Lease liabilities | 16 | 27.9 | 28.9 |
| Long-term debt | 9 | 1,059.9 | 488.1 |
| Other financial liabilities | 17 | 29.8 | 25.2 |
| Environmental rehabilitation provision | 18 | 115.1 | 165.0 |
| Deferred tax liabilities | 21 | 464.1 | 574.6 |
| Total liabilities | 2,310.2 | 2,327.4 | |
| EQUITY | |||
| Share capital | 7 | 2.5 | 2.5 |
| Share premium | 50.7 | 25.6 | |
| Other reserves | 7 | 594.3 | 592.4 |
| Retained earnings | 2,578.0 | 3,040.4 | |
| Equity attributable to shareholders of Endeavour Mining Plc | 3,225.5 | 3,660.9 | |
| Non-controlling interests | 19 | 322.8 | 426.4 |
| Total equity | 3,548.3 | 4,087.3 | |
| Total equity and liabilities | 5,858.5 | 6,414.7 |
- Marketable securities as of 31 December 2022 of \$5.4 million was reclassified from "Prepaid Expenses and Other" to "Other Financial Assets".
Registered No. 13280545
COMMITMENTS AND CONTINGENCIES (NOTE 25) SUBSEQUENT EVENTS (NOTE 26)
Approved by the Board: 27 March 2024
/s/Ian Cockerill
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) |
Retained Earnings |
Total Attributable to Shareholders |
Non-Controlling Interests (Note 19) |
Total | |
| 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 shares |
7 | — | — | — | (98.8) | (98.8) | — | (98.8) |
| Shares issued on exercise of options, warrants and PSUs |
— | 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 | |
| At 1 January 2023 | 2.5 | 25.6 | 592.4 | 3,040.4 | 3,660.9 | 426.4 | 4,087.3 | |
| Purchase and cancellation of own shares1 |
7 | — | — | — | (66.5) | (66.5) | — | (66.5) |
| Shares issued on exercise of options and PSUs1 |
— | 5.9 | (15.2) | 13.4 | 4.1 | — | 4.1 | |
| Share-based compensation | 7 | — | — | 17.1 | — | 17.1 | — | 17.1 |
| Dividends paid | 7 | — | — | — | (200.4) | (200.4) | — | (200.4) |
| Dividends to non-controlling interests | 19 | — | — | — | — | — | (102.6) | (102.6) |
| Settlement of convertible bond | 9 | — | 19.2 | — | — | 19.2 | — | 19.2 |
| Disposal of the Boungou and Wahgnion mines |
4 | — | — | — | — | — | (66.3) | (66.3) |
| Total net and comprehensive (loss)/ earnings |
— | — | — | (208.9) | (208.9) | 65.3 | (143.6) | |
| At 31 December 2023 | 2.5 | 50.7 | 594.3 | 2,578.0 | 3,225.5 | 322.8 | 3,548.3 |
- 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 four 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.
2. BASIS OF PRESENTATION AND MATERIAL 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 27 March 2024.
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(s) 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 April 2025. 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 2023, the Group's net debt position was \$555.0 million, calculated as the difference between cash and cash equivalents of \$517.2 million and the current and non-current portion of long-term debt with a principal outstanding of \$1,072.2 million. At 31 December 2023, the Group had undrawn credit facilities of \$180.0 million. The Group had current assets of \$1,120.2 million and current liabilities of \$613.4 million representing a total working capital balance (current assets less current liabilities) of \$506.8 million as at 31 December 2023. Cash generated from operating activities for the year ended 31 December 2023 was \$646.5 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 April 2025 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 year ended 31 December 2023.
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 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:
(Expressed in Millions of United States Dollars, except per share amounts)
| Entity | Registration Number |
|---|---|
| Endeavour Management Services London Limited | 10342431 |
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) | OC425911 |
| Lafigué Holdings UK Limited | 14490986 |
| Ity Holdings UK Limited | 14490625 |
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. 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.
c. 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.
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.
d. 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce.
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.
(Expressed in Millions of United States Dollars, except per share amounts)
e. MINING INTERESTS
12
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. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
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. Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625
Mining properties are recorded at cost less accumulated depletion and impairment losses. a. FOREIGN CURRENCY TRANSLATION
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. 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
Capitalised costs associated with mining properties include the following: measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the
- Costs of direct acquisitions of production, development and exploration stage properties. transaction.
- Costs attributed to mining properties acquired in connection with business combinations. b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
- Expenditures related to the development of open pit surface mines, including engineering and metallurgical studies, drilling, and other costs to access the ore body. 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
- Expenditures related to the development of underground mines including building of new declines, drifts and ramps. met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
- Expenditures related to economically recoverable exploration. condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less
- Borrowing costs incurred directly attributable to the construction of qualifying assets. cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no
- Estimates of reclamation and closure costs. longer depreciated or amortised.
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 for Management to determine that a greenfield area will result in a probable 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. 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.
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. 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 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. 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. c. 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.
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 year ended 31 December 2022. For the year ended 31 December 2023, borrowing costs of \$1.9 million was capitalised related to the Lafigué term loan used exclusively for the development of the asset - refer to note 9 for further details. 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. d. 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
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. 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce.
The Group determines commencement of commercial production based on the following factors: 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
- 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. 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,
- The completion of a reasonable period of testing of the mine plant and equipment. plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than
- The mine or mill has reached a pre-determined percentage of design capacity. 12 months.
(Expressed in Millions of United States Dollars, except per share amounts)
• The ability to sustain ongoing production of ore.
The list is not exhaustive, and each specific circumstance is considered before making the decision. 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, 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.
f. 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. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625
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. a. FOREIGN CURRENCY TRANSLATION The presentation and functional currency of the Company is the US dollar. The individual financial statements of each
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. 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
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. 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. 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
g. LEASES met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
12
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. 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.
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. 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
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. 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
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: attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of the continuing operations. c. CASH AND CASH EQUIVALENTS
- Fixed payments, including in-substance fixed payments, less any lease incentives receivable. Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date. term investments with terms of three months or less. Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to
- Amounts expected to be payable under a residual value guarantee. certain restrictions that may be in place are classified as other financial assets.
- 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. d. 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
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. 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.
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. Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce.
h. INCOME AND DEFERRED TAXES
12 months.
The Group recognises current income tax in the consolidated statement of comprehensive loss except to the extent that it relates to items recognised directly in equity. Current income tax is calculated on taxable income at the tax rate enacted or substantively enacted at the balance sheet date, and includes adjustments to tax payable or receivable in respect of previous periods. 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
(Expressed in Millions of United States Dollars, except per share amounts)
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.
i. 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.
The Group recognises a loss allowance for expected credit losses on its financial assets measured at amortised cost. 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 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.
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
(Expressed in Millions of United States Dollars, except per share amounts)
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. Entity Registration Number Endeavour Management Services London Limited 10342431
DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
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. Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625 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
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. 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
DERIVATIVE FINANCIAL INSTRUMENTS measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the
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. transaction. b. 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
EMBEDDED DERIVATIVES met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
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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. 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.
j. 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. 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
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. 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
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. 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.
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. c. 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.
k. 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. 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. d. INVENTORIES
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. 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.
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. 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.
l. REVENUE RECOGNITION
Revenue from the sale of gold 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. Revenue from the sale of by-products is recognised based on gold or 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 or silver which is either at the date at which the Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce. 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.
(Expressed in Millions of United States Dollars, except per share amounts)
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 or silver to the customer.
m. 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.
n. 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.
o. 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 at the Company's discretion. The fair value of the estimated number of PSUs that will eventually vest, determined at the date of grant, is recognised as sharebased 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.
(Expressed in Millions of United States Dollars, except per share amounts)
p. 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. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
q. EMPLOYEE BENEFIT TRUST Lafigué Holdings UK Limited 14490986
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. Ity Holdings UK Limited 14490625 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
r. DIVIDENDS currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's
12 months.
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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. 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
s. CHANGES IN ACCOUNTING STANDARDS measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction.
The Group has adopted the following new IFRS standard for the annual period beginning on 1 January 2023:
IFRS 17 INSURANCE CONTRACTS b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
IFRS 17 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 replaces IFRS 4 Insurance Contracts. IFRS 17 applies to all types of insurance contracts (i.e. life, non-life, direct insurance and re-insurance), regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. The overall objective of IFRS 17 is to provide a comprehensive accounting model for insurance contracts that is more useful and consistent for insurers, covering all relevant accounting aspects. IFRS 17 is based on a general model, supplemented by: 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
• A specific adaptation for contracts with direct participation features (the variable fee approach) sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains
• A simplified approach (the premium allocation approach) mainly for short-duration contracts and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings.
The new standard had no impact on the Group's consolidated financial statements 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.
DEFINITION OF ACCOUNTING ESTIMATES - AMENDMENTS TO IAS 8
The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. 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 amendments had no impact on the Group's consolidated financial statements. 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
DISCLOSURE OF ACCOUNTING POLICIES - AMENDMENTS TO IAS 1 AND IFRS PRACTICE STATEMENT 2 attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of
The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide 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 continuing operations. c. 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.
The amendments have had an impact on the Group's disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Group's financial statements. 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.
DEFERRED TAX RELATED TO ASSETS AND LIABILITIES ARISING FROM A SINGLE TRANSACTION – AMENDMENTS TO IAS 12 The amendments to IAS 12 Income Tax narrow the scope of the initial recognition exception, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases and decommissioning liabilities. d. 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.
The amendments had no impact on the Group's consolidated financial statements. 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
INTERNATIONAL TAX REFORM—PILLAR TWO MODEL RULES – AMENDMENTS TO IAS 12 The amendments to IAS 12 have been introduced in response to the OECD's BEPS Pillar Two rules and include: 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.
- A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
- Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. stockpiles are charged to cost of sales using the weighted average cost per ounce. Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to
The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023. 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
(Expressed in Millions of United States Dollars, except per share amounts)
The amendments have had no impact as the effective tax rate for the Group is higher than the 15% minimum rate proposed in the OECD's BEPS Pillar Two rules. Further disclosure has been included in note 21.
NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
- Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);
- Classification of Liabilities as Current or Non-current (Amendments to IAS 1 Presentation of Financial Statements);
- Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements)
- Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)
The following amendments are effective for the period beginning 1 January 2025:
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of its long-term debt as its classification is consistent with the contractual arrangement. The Group does not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group.
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); and
- the determination of targets for the Group's long-term incentive plan (note 7);
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.
EXPECTED CREDIT LOSSES
Significant judgement is required in determining the recoverability of consideration receivable recognised from the sale of assets and other receivables (Note 10). Specifically, the Group is required to estimate the probability of default and the loss given default, at the end of each reporting period. The Group assesses the credit risk by taking into account factors that are both specific to the receivable and the general economic environment in which the relevant parties operate.
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 and Senegal. The Group is following the relevant process in each country to recoup the VAT balances owing and continues to engage with authorities to accelerate the repayment of the outstanding VAT balances. The VAT balances are not in dispute and are deemed to be fully recoverable.
(Expressed in Millions of United States Dollars, except per share amounts)
DETERMINATION OF ECONOMIC VIABILITY
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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. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
CAPITALISATION AND DEPRECIATION OF WASTE STRIPPING Lafigué Holdings UK Limited 14490986
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. Ity Holdings UK Limited 14490625 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
CAPITALISATION AND DEPRECIATION OF UNDERGROUND DEVELOPMENT currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's
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. 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
INDICATORS OF IMPAIRMENT transaction.
The Group considers both internal and external information in its process of determining whether there are any indicators for impairment. 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 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. The mining permit for Société des Mines d'Ity SA expired on 14 November 2023 and is in process of being renewed for a further period. The mining permits for Société des Mines de Daapleu SA and Société des Mines de Floleu SA have not expired. Refer to note 6 for details of impairment assessments performed during the year. b. 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.
KEY ESTIMATES A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and
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 2023 are as follows: 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
IMPAIRMENT OF MINING INTERESTS AND GOODWILL operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows
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). attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of the continuing operations. c. 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. 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.
ESTIMATED RECOVERABLE OUNCES d. INVENTORIES
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. 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.
MINERAL RESERVES Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net
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 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. 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce.
ENVIRONMENTAL REHABILITATION COSTS 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
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. 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.
Consolidated financial statements
Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
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).
4. DIVESTITURES
The Group's net loss from discontinued operations comprised of the following divestitures:
| YEAR ENDED | |||
|---|---|---|---|
| 31 December 2023 |
31 December 2022 |
||
| Boungou and Wahgnion 4a |
(183.9) | (287.8) | |
| Karma 4b |
(2.4) | 14.8 | |
| Agbaou1 | — | (5.7) | |
| Net loss from discontinued operations | (186.3) | (278.7) |
1 Sold in January 2021. Included in the net loss from discontinued operations and investing cash flows from discontinued operations for the year ended 31 December 2022 is \$5.7 million related to the settlement of a historical tax liability as determined under the sale agreement of the Agbaou mine.
a. DIVESTITURE OF BOUNGOU AND WAHGNION
On 30 June 2023, the Group completed the sale of its 90% interest in the Boungou and Wahgnion cash-generating units ("the disposal group") to Lilium Mining ("Lilium"). The total consideration upon sale of the disposal group included (i) \$133.1 million cash consideration which was to be received by 31 July 2023; (ii) \$25.0 million in deferred cash consideration payable in two instalments of \$10.0 million and \$15.0 million by the end of Q4-2023 and the end of Q1-2024, respectively; (iii) deferred cash consideration comprised of 50% of the net free cash flow generated by the Boungou mine until \$55.0 million has been paid, which was expected to occur by Q4-2024 based on the gold price environment and mine plan at time of the divestiture; (iv) a net smelter royalty ("NSR") on Boungou commencing immediately for 4% of gold sold; and (v) a NSR on Wahgnion commencing immediately for 4% of gold sold.
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 and the \$25.0 million in deferred cash consideration, which is not linked to the net free cash flow generated, are classified as Level 3 fair value measurements):
- The fair value of the cash consideration receivable by 31 July 2023 was determined to be \$133.1 million of which \$33.6 million was received by 31 December 2023.
- The fair value of deferred cash consideration payable in two instalments by Q4-2023 and Q1-2024, respectively, was determined to be \$23.9 million.
- The fair value of the deferred cash consideration, payable on a quarterly basis, based on net free cash flow generated at the Boungou mine, was determined using a discounted cash flow, which resulted in a fair value of \$50.8 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 Boungou and Wahgnion reserves at 1 January 2023. Based on the various scenarios considered, the fair value of the NSR was \$77.4 million.
At 31 December 2023, the carrying amounts of the cash consideration and deferred cash consideration payable, which are included in consideration receivable (note 10), were \$85.4 million and \$21.0 million, respectively. Due to the amounts payable being past due, the Group recognised a provision for expected credit losses of \$18.7 million - further details of their default is included in note 8(c).
(Expressed in Millions of United States Dollars, except per share amounts)
12
At 31 December 2023, the fair values of the deferred cash consideration and the NSR, which are included in other financial assets (note 14) were \$47.9 million and \$49.3 million, respectively. \$5.5 million of the NSR was invoiced to Lilium and transferred to trade and other receivables and \$3.3 million has been received. Entity Registration Number Endeavour Management Services London Limited 10342431
Lafigué Holdings UK Limited 14490986
The Group recognised a loss on disposal of \$177.8 million, net of tax, calculated as follows: West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
| Ity Holdings UK Limited | 14490625 At 30 June 2023 |
|---|---|
| a. FOREIGN CURRENCY TRANSLATION Cash consideration |
133.1 |
| The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Deferred cash consideration |
23.9 |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Deferred consideration currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's |
50.8 |
| Net smelter royalties functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
77.4 |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Transaction costs |
(1.3) |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Total proceeds retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
283.9 |
| Cash and cash equivalents measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the |
20.2 |
| transaction. Restricted cash |
12.3 |
| Trade and other receivables b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE |
28.6 |
| Prepaid expenses and other Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
18.9 |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as Inventories |
59.0 |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Mining interests |
558.6 |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Other long term assets cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
15.0 |
| Total assets longer depreciated or amortised. |
712.6 |
| Trade and other payables | (62.6) |
| If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for Other liabilities sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains |
(122.0) |
| Total liabilities and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. |
(184.6) |
| Net assets Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are |
528.0 |
| Non-controlling interests presented separately from the other assets and liabilities in the balance sheet. |
(66.3) |
| Net assets attributable to Endeavour | 461.7 |
| A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Loss on disposal which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated |
(177.8) |
The earnings and loss for the disposal group was as follows: 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 | YEAR ENDED | |
|---|---|---|
| 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 |
31 December 2023 |
31 December 2022 |
| the continuing operations. Revenue |
200.8 | 439.1 |
| Operating costs1 c. CASH AND CASH EQUIVALENTS |
(134.1) | (259.8) |
| Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short Impairment of mining interests |
— | (357.5) |
| term investments with terms of three months or less. Depreciation and depletion |
(53.1) | (140.0) |
| Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to Royalties |
(13.5) | (28.4) |
| certain restrictions that may be in place are classified as other financial assets. Other expense |
(4.4) | (15.9) |
| d. INVENTORIES Loss on disposition |
(177.8) | — |
| Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is Loss before taxes determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the |
(182.1) | (362.5) |
| Deferred and current income tax expense extent of surplus items and a provision is made for any potential loss upon disposal. |
(1.8) | 74.7 |
| Net comprehensive loss from discontinued operations | (183.9) | (287.8) |
| Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net Attributable to: realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and |
||
| Shareholders of Endeavour Mining plc depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of |
(183.3) | (259.8) |
| sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. Non-controlling interest |
(0.6) | (28.0) |
| Total comprehensive loss from discontinued operations Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The |
(183.9) | (287.8) |
| cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in Net loss per share from discontinued operations |
||
| stockpiles are charged to cost of sales using the weighted average cost per ounce. Basic |
(0.74) | (1.05) |
| Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to Diluted |
(0.74) | (1.04) |
| the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining |
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
- Operating costs include employee compensation of \$15.7 million (2022: \$34.6 million). interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of
12 months.
Consolidated financial statements
Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
The cash flows from the CGU were as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2023 | 2022 | |
| Operating cash flows | 27.2 | 102.6 |
| Investing cash flows | (44.2) | (93.5) |
| Financing cash flows | (2.1) | (8.0) |
| Total cash flows from the disposal group included in cash flows from discontinued | ||
| operations | (19.1) | 1.1 |
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"). Refer to additional information included in note 22 related to Related Parties. 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% NSR on all ounces produced by the Karma mine in excess of 160,000 ounces 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.
At 31 December 2023, the carrying amount of the contingent consideration was agreed at \$5 million at the end of the twelve month period after closing and was transferred to Other receivables (note 10), the fair value of the NSR was \$6.6 million (31 December 2022 - \$6.5 million) (note 14), and the carrying amount of the deferred cash consideration was \$nil net of impairments (31 December 2022 - \$nil).
Included in the net loss from discontinued operations for the year ended 31 December 2023 is \$2.4 million related to the settlement of a historical tax liability under the sale agreement of the Karma mine.
(Expressed in Millions of United States Dollars, except per share amounts)
12
The Group recognised a gain on disposal of \$17.8 million, net of tax, calculated as follows:
| Entity Endeavour Management Services London Limited |
Number At 10 March 2022 10342431 |
|---|---|
| Deferred cash payment West African Mining Services LLP (formerly Endeavour Mining Services LLP) |
5.0 OC425911 |
| Contingent consideration Lafigué Holdings UK Limited |
5.0 14490986 |
| Net smelter royalty Ity Holdings UK Limited |
10.0 14490625 |
| Total proceeds | 20.0 |
| a. FOREIGN CURRENCY TRANSLATION Cash and cash equivalents |
4.5 |
| The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Restricted cash subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional |
3.7 |
| Trade and other receivables currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's |
6.2 |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the Prepaid expenses and other |
1.1 |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Inventories |
22.8 |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Mining interests retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
19.4 |
| Other long term assets measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the |
10.3 |
| transaction. Total assets |
68.0 |
| Trade and other payables b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE |
(27.2) |
| Other liabilities Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
(29.3) |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as Total liabilities |
(56.5) |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Net assets condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less |
11.5 |
| Non-controlling interests cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
(9.3) |
| longer depreciated or amortised. Net assets attributable to Endeavour |
2.2 |
| Gain on disposal If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for |
17.8 |
The earnings and loss for the CGU was as follows: 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. | YEAR ENDED | |
|---|---|---|
| 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. |
31 December 2023 |
31 December 20221 |
| Revenue | — | 17.2 |
| A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Operating costs which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated |
— | (13.7) |
| Depreciation and depletion plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired |
— | (4.8) |
| exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when Royalties |
— | (1.7) |
| the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued Gain on disposal operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
— | 17.8 |
| Earnings before taxes attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of |
— | 14.8 |
| the continuing operations. Deferred and current income tax expense |
(2.4) | — |
| Net comprehensive (loss)/earnings from discontinued operations c. CASH AND CASH EQUIVALENTS |
(2.4) | 14.8 |
| Attributable to: Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short |
||
| term investments with terms of three months or less. Shareholders of Endeavour Mining plc |
(2.4) | 14.5 |
| Non-controlling interest Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to |
— | 0.3 |
| Total comprehensive (loss)/earnings from discontinued operations certain restrictions that may be in place are classified as other financial assets. |
(2.4) | 14.8 |
| Net (loss)/earnings per share from discontinued operations d. INVENTORIES |
||
| Basic Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is |
— | 0.06 |
| Diluted determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the |
— | 0.06 |
- Up to the disposal date of 10 March 2022. extent of surplus items and a provision is made for any potential loss upon disposal.
The cash flows from the CGU were as follows: 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 | YEAR ENDED | |
|---|---|---|
| sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. | 31 December 2023 |
31 December 20221 |
| Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The Operating cash flows cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in |
— | 4.9 |
| Investing cash flows stockpiles are charged to cost of sales using the weighted average cost per ounce. |
(2.4) | (0.5) |
| Financing cash flows Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to |
— | 10.2 |
| the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining Total cash flows from Karma included in cash flows from discontinued operations |
(2.4) | 14.6 |
| interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of |
plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than
- Up to the disposal date of 10 March 2022. finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process,
12 months.
Registration
(Expressed in Millions of United States Dollars, except per share amounts)
5. EARNINGS FROM OPERATIONS
The following tables summarise the significant components of earnings from operations.
a. REVENUE
| YEAR ENDED | |||
|---|---|---|---|
| Note | 31 December 2023 |
31 December 2022 |
|
| Gold revenue | 2,100.9 | 2,059.6 | |
| Silver revenue | 8.0 | 9.4 | |
| Other | 5.7 | — | |
| Revenue | 23 | 2,114.6 | 2,069.0 |
The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold to and through numerous banks and commodity market traders worldwide.
b. OPERATING EXPENSES
| YEAR ENDED | ||
|---|---|---|
| 31 December 2023 |
31 December 2022 |
|
| Supplies and consumables | 411.3 | 378.0 |
| Employee compensation | 136.7 | 133.3 |
| Contractor costs | 274.8 | 224.8 |
| Net change in inventories | (35.6) | (16.1) |
| Operating expenses | 787.2 | 720.0 |
c. EMPLOYEE COMPENSATION
| YEAR ENDED | ||
|---|---|---|
| 31 December 2023 |
31 December 2022 |
|
| Wages and salaries | 173.2 | 164.6 |
| Social security costs | 13.5 | 12.4 |
| Other pension costs | 2.8 | 1.2 |
| Other staff costs | 2.6 | 2.3 |
| Employee compensation | 192.1 | 180.5 |
| Categorised as: | ||
| Operating expenses | 136.7 | 133.3 |
| Corporate costs | 27.0 | 22.5 |
| Acquisition and restructuring costs | 5.1 | 4.6 |
| Exploration costs | 23.3 | 20.1 |
| Employee compensation | 192.1 | 180.5 |
The Group had an average of 4,820 employees for the year ended 31 December 2023 (31 December 2022 - an average of 4,553 employees). The amounts of employee compensation exclude key management personnel (refer to note 22) and is net of amounts capitalised to inventory and mining interests of \$20.9 million (31 December 2022 - \$2.7 million).
Registration
Consolidated financial statements Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
d. CORPORATE COSTS
12
| Entity | Number YEAR ENDED |
|
|---|---|---|
| Endeavour Management Services London Limited | 31 December | 10342431 31 December |
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) | 2023 | OC425911 2022 |
| Employee compensation1 Lafigué Holdings UK Limited |
27.0 | 14490986 22.5 |
| Ity Holdings UK Limited Professional services |
12.5 | 14490625 11.0 |
| Other corporate expenses a. FOREIGN CURRENCY TRANSLATION |
9.5 | 14.2 |
| Total corporate costs The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
49.0 | 47.7 |
- Includes a credit of \$2.7 million in relation to the forfeiture and clawback of bonuses of the previous President and Chief Executive Officer of the Company. 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
e. OTHER EXPENSES 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 | YEAR ENDED | |
|---|---|---|
| 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. |
31 December 2023 |
31 December 2023 |
| Insurance proceeds and disturbance costs1 | (9.1) | 5.9 |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Impairment of receivables2 |
||
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Expected credit loss - consideration receivable (Note 10) will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as |
18.7 | — |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Expected credit loss - other receivables (Note 10) |
4.1 | 1.0 |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Impairment of other receivables cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
9.3 | 15.5 |
| Acquisition and restructuring costs3 longer depreciated or amortised. |
1.8 | 7.8 |
| Community contributions If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for |
0.8 | 2.2 |
| sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains Loss on disposal of assets |
4.3 | 2.7 |
| and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. Other tax and legal claims4 |
24.9 | 8.9 |
| Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are Other expenses |
54.8 | 44.0 |
-
Disturbance costs and insurance proceeds primarily relate to the Houndé disturbance incident that occurred in Q2-2022. presented separately from the other assets and liabilities in the balance sheet.
-
Impairment of other receivables for the year ended 31 December 2023 includes the write-off of a receivable from Allied Gold Corp Limited from the sale of the Agbaou mine in 2021 for \$5.9 million and which was subsequently clarified as paid to a third party (31 December 2022: \$6.6 million receivable from BCM Investments Ltd from the sale of Tabakoto mine in 2018 and \$5.0 million receivable from Néré on the sale of Karma mine) and the write-off of VAT amounts that were deemed non-recoverable of \$3.4 million (year ended 31 December 2022: \$3.9 million). 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
-
The clawback of the \$10 million one-off award to the previous President and Chief Executive Officer of the Company was credited to acquisition and restructuring costs in other expense, which was originally charged when it was awarded in 2021 (refer to note 22). 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
-
For 2023, comprise mainly tax settlement at Sabodala of \$18.3 million, stamp duty claims of \$2.6 million. For 2022, the amounts comprise mainly provision for legal claims and provisions of \$8.9 million. 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
f. AUDIT AND NON-AUDIT FEES the continuing operations.
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: c. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
| term investments with terms of three months or less. | ||
|---|---|---|
| YEAR ENDED | ||
| 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. |
31 December 2023 |
31 December 2022 |
| Audit services1 d. INVENTORIES |
2.0 | 1.7 |
| Audit-related assurance services2 Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is |
0.4 | 0.3 |
| determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the Non-audit services3 extent of surplus items and a provision is made for any potential loss upon disposal. |
1.1 | — |
| Total | 3.5 | 2.0 |
| Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net |
Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
- Audit services are in respect of audit fees for the Group.
12 months.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
- Non-audit services in the current year comprise non-recurring fees paid to the auditors in respect of transaction related costs. 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.
2. Audit related assurance services comprise fees paid to the auditors in respect of quarterly reviews. realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and
(Expressed in Millions of United States Dollars, except per share amounts)
6. IMPAIRMENT OF MINING INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2023
During the fourth quarter of 2023, 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 and Mana CGUs were tested for impairment at 31 December 2023. 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 Based on estimate of the weighted average cost of capital for a market participant which includes estimates for risk-free interest rates, cost of 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 | Massawa | Mana |
| Gold price - 2024 | \$1,939 | \$1,939 |
| Gold price - 2025 | \$1,910 | \$1,910 |
| Gold price - 2026 | \$1,843 | \$1,843 |
| Long-term gold price | \$1,724 | \$1,724 |
| Mine life | 15 years | 7 years |
| Life of mine production (thousands of ounces) | 5,981 | 1,553 |
| Discount rate | 6.5 % | 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 \$189.7 million and \$61.7 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% | \$ (75.9) \$ |
(305.9) |
| Increase in discount rate of 2% | \$ (29.4) \$ |
(188.0) |
| Decrease in production of 10% | \$ (146.0) \$ |
(433.4) |
| Increase in operating expenditures of 10% | \$ (108.7) \$ |
(143.1) |
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. For Mana the headroom reduction under each scenario would not result in the carrying value of the CGU to exceed the recoverable value of the mining interest and therefore there would be no resulting impairment. For Sabodala-Massawa the headroom reduction under each scenario does result in the carrying value of the CGU to exceed the recoverable value of the mining interest and therefore there would be a resulting impairment However, these sensitivity analysis do not represent management's best 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.
(Expressed in Millions of United States Dollars, except per share amounts)
IMPAIRMENT OF EXPLORATION ASSETS
12
During the year ended 31 December 2023, 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 2023, the carrying value of permits under renewal for which the Company has not recognised an impairment amounted to \$140.2 million (31 December 2022 - \$221.5 million). Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625
Following the assessment, an impairment of exploration assets of \$122.6 million was recognised for the year ended 31 December 2023 which includes a \$56.9 million charge on the Kalana project due to changes as part of the ongoing study primarily in relation to capital assumptions. Production and cost assumptions have been based on the ongoing study, whilst the gold price assumptions are in line with those with Sabodala-Massawa and Mana. The discount rate applied to the cashflows is 11%. A decrease in metal prices by 5% results in an additional impairment charge of \$56.0 million. An increase in the discount rate by 2% results in additional impairment charge of \$41.0 million. 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
Other impairments include \$16.9 million on Afema, which is in the process of being sold and \$32.5 million on the Kamsongo permit within greenfields exploration projects and \$16.4 million on other exploration properties where no nearterm activities are planned and no intention to renew the licences. A similar review was completed in the year ended 31 December 2022 which resulted in an impairment of \$2.8 million against a Boungou related exploration property which was excluded from the disposal group. 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. 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
FOR THE YEAR ENDED 31 DECEMBER 2022 will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as
IMPAIRMENT OF BOUNGOU MINE met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
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. 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
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 \$160.5 million related to the mining interests which has subsequently been reclassified to loss from discontinued operations following the divestiture to Lilium Mining. 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.
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: 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 Assumption the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued |
Additional impairment |
|---|---|
| operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows Decrease in metal prices of 5% |
\$ (47.3) |
| attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of Increase in discount rate of 2% the continuing operations. |
\$ (13.4) |
| Decrease in production of 10% | \$ (94.7) |
| c. CASH AND CASH EQUIVALENTS Increase in operating expenditures of 10% Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short |
\$ (67.8) |
IMPAIRMENT OF WAHGNION MINE
12 months.
term investments with terms of three months or less.
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. 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. d. INVENTORIES Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is
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 which has subsequently been reclassified to loss from discontinued operations following the divestiture to Lilium Mining. 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
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: 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. The
| cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in Assumption stockpiles are charged to cost of sales using the weighted average cost per ounce. |
Additional impairment |
|---|---|
| Decrease in metal prices of 5% | \$ (71.3) |
| Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to Increase in discount rate of 2% |
\$ (18.8) |
| the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining Decrease in production of 10% interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of |
\$ (140.0) |
| finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process, Increase in operating expenditures of 10% |
\$ (100.2) |
| plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than |
(Expressed in Millions of United States Dollars, except per share amounts)
7. SHARE CAPITAL
| 2023 | 2022 | |||
|---|---|---|---|---|
| Number | Amount | Number | Amount | |
| Ordinary share capital | ||||
| Opening balance | 246.2 | 2.5 | 248.0 | 2.5 |
| Shares issued on exercise of options, warrants and PSUs | 1.1 | — | 3.1 | — |
| Purchase and cancellation of own shares | (3.0) | — | (4.9) | — |
| Settlement of convertible bond | 0.9 | — | — | — |
| Balance as at 31 December | 245.2 | 2.5 | 246.2 | 2.5 |
a. ISSUED SHARE CAPITAL AS AT 31 DECEMBER 2023
245.2 million ordinary voting shares of \$0.01 par value
• The Company renewed its share buyback programme for a period of one year in March 2023 whereby the Company is entitled to repurchase up to 5% of its total issued and outstanding shares as of 14 March 2023, or 12,387,688 shares. During the year ended 31 December 2023, the Company repurchased a total of 3.0 million shares at an average price of \$22.21 for a total amount of \$65.6 million of which \$61.5 million was paid with the remainder included in trade payables (in 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).
• On 15 February 2023 the Company at its own election, issued 835,254 in shares to settle the conversion feature of the Convertible Note.
b. SHARE-BASED COMPENSATION
The following table summarises the share-based compensation expense:
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2023 | 2022 | |
| Charges and change in fair value of DSUs | 0.9 | 0.8 |
| Charges and change in fair value of PSUs | 27.8 | 32.0 |
| Total share-based compensation1 | 28.7 | 32.8 |
- Share-based compensation includes an amount of \$11.6 million related to PSUs and DSUs recognised as liabilities with the remaining portion of \$17.1 million recognised directly in equity (for the year ended 31 December 2022, share based compensation included 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).
Included in the total share-based compensation for the year ended 31 December 2023 is a credit of \$10.3 million in relation to the forfeiture and clawback of share awards of the previous President and Chief Executive Officer of the Company (refer to note 22).
c. OPTIONS
| At 31 December 2023 | — | — |
|---|---|---|
| Expired | (19,740) | 12.05 |
| Exercised | (557,280) | 8.72 |
| At 31 December 2022 | 577,020 | 8.68 |
| Expired | (157,590) | 19.47 |
| Exercised | (838,500) | 6.84 |
| At 1 January 2022 | 1,573,110 | 8.78 |
| Options outstanding |
Weighted average exercise price (GBP) |
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 may be exercised at any time up to the date of their expiry. As at 31 December 2023 all options were exercised or expired.
(Expressed in Millions of United States Dollars, except per share amounts)
d. SHARE UNIT PLANS
12
A summary of the changes in share unit plans is presented below: Entity
| Endeavour Management Services London Limited | DSUs Outstanding | 10342431 PSUs Outstanding |
||||
|---|---|---|---|---|---|---|
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) | 2023 | 2022 | 2023 | OC425911 2022 |
||
| Lafigué Holdings UK Limited At 1 January |
131,694 | 170,712 | 3,779,330 | 14490986 3,648,777 |
||
| Ity Holdings UK Limited Granted |
27,999 | 31,279 | 1,673,241 | 14490625 1,485,153 |
||
| Exercised a. FOREIGN CURRENCY TRANSLATION |
(79,657) | (74,947) | (1,301,647) | (533,950) | ||
| The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Forfeited |
— | — | (1,375,357) | (1,058,641) | ||
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Reinvested |
3,867 | 4,650 | 147,779 | 123,386 | ||
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Added by performance factor functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
— | — | — | 114,605 | ||
| At 31 December transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at |
83,903 | 131,694 | 2,923,346 | 3,779,330 |
e. DEFERRED SHARE UNITS 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
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. measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction. b. 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
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. 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.
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). 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
f. PERFORMANCE SHARE UNITS and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings.
12 months.
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. 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
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: 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
- 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%). the continuing operations. c. CASH AND CASH EQUIVALENTS
- 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%). 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.
- For 2021 PSU grants: 2023 targets relate to gold production (25%), capital project (12.5%), and carbon reduction and renewable energy (12.5%). 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.
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% (2022 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2022 – same). The expected volatility was determined taking into account historical volatility, as there was no available market data on implied volatility for PSUs with the same maturity. The historical volatility was measured over a three-year period, consistent with the PSUs maturity, from the commencement of the performance period. d. 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
stockpiles are charged to cost of sales using the weighted average cost per ounce.
Registration Number
(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 2023 |
31 December 2022 |
|
| Basic weighted average number of shares outstanding | 246,859,569 | 247,841,452 |
| Effect of dilutive securities1 | ||
| Stock options and warrants | — | 820,113 |
| Diluted weighted average number of shares outstanding | 246,859,569 | 248,661,565 |
| Total common shares outstanding | 245,229,422 | 246,215,903 |
| Total potential diluted common shares | 247,466,040 | 249,485,695 |
- At 31 December 2023, a total of 2,923,346 PSUs (3,779,330 at 31 December 2022) 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 31 December 2022 and were not included in the diluted earnings per share.
h. DIVIDENDS
During the year ended 31 December 2023, the Company paid an interim 2023 dividend of \$0.40 per share (\$99.0 million) to shareholders on record at 1 September 2023, and paid a final 2022 dividend of \$0.41 per share (\$101.4 million) for shareholders on record at 24 February 2023. The total amount paid of \$200.4 million is included in cash flows from financing activities.
During the year ended 31 December 2022, the Company paid an interim 2022 dividend of \$0.40 per share (\$97.3 million) to shareholders on record at 2 September 2022, and paid a final 2021 dividend of \$0.28 per share (\$69.3 million) for shareholders on record at 11 February 2022. The total amount paid of \$166.6 million is included in cash flows from financing activities.
| 31 December | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Dividends declared and paid | 200.4 | 166.6 |
| Dividend per share | 0.82 | 0.68 |
i. OTHER RESERVES
A summary of reserves is presented below:
| Capital | Share-Based | |||
|---|---|---|---|---|
| Redemption Reserve |
Payment Reserve |
Merger Reserve |
Total | |
| 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 |
| At 1 January 2023 | 0.3 | 95.4 | 496.7 | 592.4 |
| Share-based compensation | — | 17.1 | — | 17.1 |
| Shares issued on exercise of options, warrants and PSUs | — | (15.2) | — | (15.2) |
| At 31 December 2023 | 0.3 | 97.3 | 496.7 | 594.3 |
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 Endeavour Mining Corporation ("EMC"), which had merged with the Endeavour Gold Corporation on 29 December 2023. As at the date when the shareholders of EMC, the previous parent of the Group, had 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"), and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.
(Expressed in Millions of United States Dollars, except per share amounts)
8. FINANCIAL INSTRUMENTS AND RELATED RISKS
a. FINANCIAL ASSETS AND LIABILITIES Entity
12
The Group's financial instruments are classified as follows: Endeavour Management Services London Limited 10342431
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) Lafigué Holdings UK Limited Ity Holdings UK Limited a. FOREIGN CURRENCY TRANSLATION |
Financial assets/ liabilities at amortised cost |
OC425911 Financial 14490986 instruments at 14490625 fair value through profit and loss ('FVTPL') |
|---|---|---|
| The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Cash and cash equivalents subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional |
X | |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Trade and other receivables |
X | |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the Restricted cash transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at |
X | |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Marketable securities |
X | |
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Consideration receivable |
X | |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Other financial assets transaction. |
X | |
| Trade and other payables b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE |
X | |
| Other financial liabilities Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
X | X |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as Call-rights |
X | |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Contingent consideration condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less |
X | |
| cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no Senior Notes |
X | |
| longer depreciated or amortised. Embedded derivative on Senior Notes |
X | |
| If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for Revolving credit facilities |
X | |
| sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains Lafigué Term Loan and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. |
X | |
| Derivative financial assets and liabilities | X | |
| Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are Convertible Notes presented separately from the other assets and liabilities in the balance sheet. |
X | |
| Conversion option on Convertible Notes A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and |
X |
The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the Senior Notes which have a fair value of approximately \$463.9 million (31 December 2022 – \$426.8 million) based on unadjusted quoted prices. 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
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: 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
Classification of financial assets and liabilities the continuing operations.
d. INVENTORIES
12 months.
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; c. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
extent of surplus items and a provision is made for any potential loss upon disposal.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
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 term investments with terms of three months or less. Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). certain restrictions that may be in place are classified as other financial assets.
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
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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
Registration Number
(Expressed in Millions of United States Dollars, except per share amounts)
As at each of 31 December 2023 and 31 December 2022, 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 2023 | |||||
|---|---|---|---|---|---|
| Note | Level 1 Input |
Level 2 Input |
Level 3 Input |
Aggregate Fair Value |
|
| Assets: | |||||
| Cash and cash equivalents | 517.2 | — | — | 517.2 | |
| Restricted cash | 14 | 41.1 | — | — | 41.1 |
| Marketable securities | 14 | 42.6 | — | — | 42.6 |
| Derivative financial assets | 14 | — | 0.9 | — | 0.9 |
| Other financial assets | 14 | — | 47.9 | 56.6 | 104.5 |
| Total | 600.9 | 48.8 | 56.6 | 706.3 | |
| Liabilities: | |||||
| Derivative financial instruments | 17 | — | (24.7) | — | (24.7) |
| Other financial liabilities | 17 | — | (3.9) | — | (3.9) |
| Total | — | (28.6) | — | (28.6) |
| 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 | 14 | 5.4 | — | — | 5.4 |
| Derivative financial assets | 14 | — | 6.9 | — | 6.9 |
| Other financial assets | 14 | — | 40.7 | 11.5 | 52.2 |
| Total | 996.0 | 47.6 | 11.5 | 1,055.1 | |
| Liabilities: | |||||
| Call-rights | 17 | — | (19.5) | — | (19.5) |
| Contingent consideration | 17 | — | (49.4) | — | (49.4) |
| Conversion option on Convertible Notes | 9 | — | (4.3) | — | (4.3) |
| Derivative financial instruments | 17 | — | (5.2) | — | (5.2) |
| Other financial liabilities | 17 | — | (20.0) | — | (20.0) |
| Total | — | (98.4) | — | (98.4) |
As disclosed in note 14, Allied's shares were listed on the Toronto Stock Exchange which resulted in a transfer from Level 2 to Level 1. No other transfers occurred between Level 1 and 2 in the period. 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 ON FINANCIAL INSTRUMENTS
| Entity | Number YEAR ENDED |
||
|---|---|---|---|
| Endeavour Management Services London Limited West African Mining Services LLP (formerly Endeavour Mining Services LLP) |
Note | 31 December 2023 |
10342431 31 December 2022 OC425911 |
| Unrealised gain /(loss) on conversion of other financial asset Lafigué Holdings UK Limited |
6.6 | (2.7) 14490986 |
|
| Fair value (loss)/gain on conversion option on Convertible Notes Ity Holdings UK Limited |
9(e) | (14.9) | 30.3 14490625 |
| Unrealised fair value loss on NSRs and deferred consideration a. FOREIGN CURRENCY TRANSLATION |
14 | (24.1) | — |
| Loss on change in fair value of warrant liabilities The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
— | (3.3) | |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Loss on early redemption feature on Senior Notes |
9(b) | — | (4.6) |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Loss on change in fair value of call rights functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
17(b) | (9.0) | (0.3) |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Loss on change in fair value of contingent consideration |
17(c) | (0.6) | (1.2) |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Realised gain on sale of financial assets retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
14 | — | 4.5 |
| Gain on other financial instruments measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the |
0.5 | — | |
| transaction. Loss on foreign exchange |
(13.3) | (42.5) | |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Loss on revenue protection programme |
8(d) | (42.5) | (4.0) |
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value (Loss)/gain on foreign currency contracts |
8(d) | (0.2) | 4.7 |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as Unrealised loss on marketable securities met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present |
14 | (20.5) | — |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Total loss on financial instruments |
(118.0) | (19.1) | |
| cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
c. FINANCIAL INSTRUMENT RISK EXPOSURE longer depreciated or amortised.
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. 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.
CREDIT RISK
12 months.
12
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. 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
The Group's exposure to credit risk arising from cash and cash equivalents is limited by depositing most of the funds with banks and financial institutions that have favourable credit ratings assigned by independent rating agencies, considering the regional circumstances. As at 31 December 2023, 75% (31 December 2022: 78%) of the Group's cash and cash equivalents were held at two financial institutions with an industry equivalent credit rating of "A". 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
The Group monitors the amounts outstanding from all its third parties regularly and has considered an appropriate level of credit risk associated with these receivables taking into account the nature of the amounts outstanding, the timing of payments and the ongoing engagement with those debtors. attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of the continuing operations. c. CASH AND CASH EQUIVALENTS
The Group closely monitors its financial assets (excluding cash and cash equivalents) and does have a significant concentration of credit risk associated with the Lilium Mining Group, following the divestiture of Wahgnion and Boungou operating assets. At 31 December 2023, the Group's total exposure to Lilium Mining Group is \$244.7 million comprising the gross amount of \$147.5 million in trade and other receivables, \$49.3 million in NSRs and deferred consideration of \$47.9 million - refer to note 14. At 31 December 2023, the Group recognised an expected credit loss provision of \$22.8 million on the trade and other receivables representing the Group's best estimate of probable default and potential exposure and the NSRs and deferred consideration being measured at fair value. The Group also has an overdue receivable of \$5.0 million and NSR of \$6.6 million from Néré, which acquired the Karma mine in March 2022. As and 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. 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. d. 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
when NSR are invoiced, amounts due are transferred to trade and other receivables. extent of surplus items and a provision is made for any potential loss upon disposal.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
The Group mainly sells its gold to large international organisations with strong credit ratings and local governments, and there is no history of customer defaults. As a result, the credit risk associated with gold trade receivables at 31 December 2023 is considered to be negligible. The Group does not rely on ratings issued by credit rating agencies in evaluating counterparties' related credit risk. 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
Registration
Consolidated financial statements
Notes to the consolidated financial statements continued
(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 2023 |
31 December 2022 |
|
|---|---|---|---|
| Cash and cash equivalents | 517.2 | 951.1 | |
| Trade and other receivables, excluding VAT receivables | 10 | 167.4 | 35.7 |
| Boungou loan advance | 14 | 3.8 | — |
| Other financial assets | 14 | 0.7 | 40.7 |
| Derivative financial assets | 14 | 0.9 | 6.9 |
| Marketable securities | 14 | 42.6 | 5.4 |
| Net smelter royalties | 14 | 55.9 | 6.5 |
| Deferred consideration | 14 | 47.9 | — |
| Restricted cash | 14 | 41.1 | 39.5 |
| Total | 877.5 | 1,085.8 |
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, including interest, that have contractual maturities as at 31 December 2023:
| Within 1 year | 1 to 2 years | 2 to 4 years | Over 4 years | Total | |
|---|---|---|---|---|---|
| Trade and other payables | 406.9 | — | — | — | 406.9 |
| Lafigué term loan | 15.6 | 35.1 | 63.7 | 21.6 | 136.0 |
| Revolving credit facility1 | 38.4 | 497.2 | — | — | 535.6 |
| Senior notes | 25.0 | 25.0 | 525.0 | — | 575.0 |
| Lease liabilities | 15.7 | 10.0 | 17.8 | 3.8 | 47.3 |
| Total | 501.6 | 567.3 | 606.5 | 25.4 | 1,700.8 |
1 The interest on the corporate loan facility has been included in this table based on the current balance, however, the RCF can be drawn down further or repaid, which would impact the interest payments in the periods above.
The following table summarises the Group's liabilities, including interest, that have contractual maturities as at 31 December 2022:
| Within 1 year |
1 to 2 years | 2 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 |
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 2023, 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 expenditures of Euro 15.1 million (31 December 2022: Euro 148.4 million) at a blended rate of 1USD:0.96EUR (31 December 2022: 1USD:0.98EUR), and AUD 4.9 million (31 December 2022: AUD 58.9 million) at a blended rate of 1USD:1.46AUD (31 December 2022: 1USD:1.48AUD). 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.
(Expressed in Millions of United States Dollars, except per share amounts)
As at 31 December 2023, the foreign currency contracts had a fair value of \$0.8 million (31 December 2022: \$5.1 million) of which all (31 December 2022: \$4.4 million) was recognised as a current financial asset (note 14). The Group recognised an unrealised loss of \$4.2 million (31 December 2022: unrealised gain of \$5.1 million) due to the change in fair value of the foreign currency contracts, and a realised gain of \$4.0 million (31 December 2022: realised loss of \$4.2 million) upon settlement of foreign currency contracts during the year. The Company has not hedged any of its other exposure to foreign currency risks. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986
The table below highlights the cash and cash equivalents of the Group held in foreign currencies, presented in US dollars: Ity Holdings UK Limited 14490625
| a. FOREIGN CURRENCY TRANSLATION The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
31 December 2023 |
31 December 2022 |
|---|---|---|
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Canadian dollar currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's |
0.4 | (14.2) |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the CFA Francs |
495.7 | 920.9 |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Euro the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are |
0.9 | (28.0) |
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Other currencies |
0.9 | (5.7) |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Total transaction. |
497.9 | 873.0 |
The effect on earnings before taxes as at 31 December 2023, 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 \$49.8 million (31 December 2022, \$87.3 million), if all other variables remained constant. The calculation is based on the Group's statement of financial position as at 31 December 2023. b. 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
COMMODITY PRICE RISK condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less
12
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 significant change in the Group's objectives and policies for managing this risk during the period ended 31 December 2023 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. 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.
Revenue protection programme 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 | 31 December 2023 | 31 December 2022 | ||||
|---|---|---|---|---|---|---|
| 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 |
Gold Collar | Forward Contracts |
Total | Gold Collar | Forward Contracts |
Total |
| exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when Unrealised loss the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued |
(21.1) | (0.1) | (21.2) | (14.3) | (9.5) | (23.8) |
| operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows Realised (loss)/gain |
— | (21.3) | (21.3) | 3.8 | 16.0 | 19.8 |
| attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of Total the continuing operations. |
(21.1) | (21.4) | (42.5) | (10.5) | 6.5 | (4.0) |
Gold Collars c. CASH AND CASH EQUIVALENTS
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 covered a total of 600,008 ounces which were settled equally on a quarterly basis in 2022 and 2023. The programme represented an estimated 20% of Endeavour's total expected gold production for the period of the Collar and the Group paid a premium of \$10.0 million upon entering into the Collar. The collar was fully settled as at 31 December 2023. 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. 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.
In the year ended 31 December 2023, the Group extended its Collar strategy embedded in the revenue protection programme by acquiring additional collars in Q1 and Q4. In January 2023, the Group 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 in 2024. In November 2023, the Group acquired a gold collar for 200,000 ounces with the written call options and bought put options having an average floor price of \$1,992 per ounce and a ceiling price of \$2,400 per ounce respectively to be settled equally on a quarterly basis in 2025. d. 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
None of the Collars were designated as a hedge by the Group and is recorded at its fair value at the end of each reporting period. 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.
As at 31 December 2023, the Collars had a fair value liability of \$19.3 million (31 December 2022 - \$1.8 million asset) which is included in derivative financial liabilities (note 17) and \$10.8 million is classified as current (31 December 2022 - \$1.8 million current asset). The Group recognised an unrealised loss of \$21.1 million due to a change in fair value of the collar for the year ended 31 December 2023 (31 December 2022 - \$14.3 million loss) and no realised gain or loss was recognised in the year ended 31 December 2023 (31 December 2022 - \$3.8 million gain). Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce. 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
Forward contracts finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process,
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. plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than 12 months.
interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of
(Expressed in Millions of United States Dollars, except per share amounts)
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.
During the year ended 31 December 2023, the Group 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. None of the Forwards were designated as a hedge by the Group and is recorded at its fair value at the end of each reporting period.
In the year ended 31 December 2023, forward contracts for 120,000 ounces were settled at a realised loss of \$21.3 million (during the year ended 31 December 2022, forward contracts for 518,627 ounces were settled for a realised gain of \$16.0 million).
At 31 December 2023, the forward contracts consisted of 70,000 ounces outstanding at an average gold price of \$2,032 per ounce and were classified as a derivative financial liability (note 17) and had a fair value of \$5.4 million, which is classified as current (31 December 2022 - \$5.2 million derivative financial liability). The Company recognised an unrealised loss of \$0.1 million in the year ended 31 December 2023 (31 December 2022 - \$9.5 million loss).
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 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").
OTHER MARKET PRICE RISKS
The Group holds marketable securities in other companies as part of its wider capital risk management policy. At 31 December 2023, \$37.3 million of the marketable securities related to the Group's shareholding in Allied (refer to note 14), the remaining balance relate to number of other strategic capital investment that complement the Group's strategy.
9. LONG-TERM DEBT
| 31 December | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Senior Notes (a) | 497.6 | 495.0 |
| Revolving credit facilities (b) | 465.0 | — |
| Lafigué local financing (e) | 111.3 | — |
| Interest accrual | 1.5 | — |
| Deferred financing costs | (7.0) | (6.9) |
| Convertible Notes (c) | — | 332.3 |
| Conversion option (d) | — | 4.3 |
| Total debt | 1,068.4 | 824.7 |
| Less: Long-term debt | (1,059.9) | (488.1) |
| Current portion of long-term debt1 | 8.5 | 336.6 |
- The current portion of long-term debt at 31 December 2023 is comprised of revolving credit facilities interest accrual of \$1.5 million and amounts due on the Lafigué term loan within the next twelve months of \$6.9 million (at 31 December 2022 comprised the convertible notes and conversion option).
(Expressed in Millions of United States Dollars, except per share amounts)
The Group incurred the following finance costs in the period:
| Entity | Number YEAR ENDED |
|
|---|---|---|
| Endeavour Management Services London Limited West African Mining Services LLP (formerly Endeavour Mining Services LLP) |
31 December 2023 |
10342431 31 December 2022 OC425911 |
| Interest expense Lafigué Holdings UK Limited |
67.4 | 51.1 14490986 |
| Interest income1 Ity Holdings UK Limited |
(6.0) | (1.4) 14490625 |
| Accretion expense | 3.4 | 1.7 |
| a. FOREIGN CURRENCY TRANSLATION Amortisation of deferred facility fees The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
2.9 | 2.0 |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Commitment, structuring and other fees |
5.4 | 7.7 |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Less: Capitalised borrowing costs functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
(1.9) | — |
| Total finance costs, net transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at |
71.2 | 61.1 |
- Interest income as of 31 December 2022 of \$1.4 million was separated from "Interest expense". 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
a. SENIOR NOTES measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction.
12 months.
12
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 and to trading on the GEM of Euronext Dublin. b. 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
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. 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
The key terms of the Senior Notes include: longer depreciated or amortised.
- Principal amount of \$500.0 million. If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for
- Coupon rate of 5% payable on a semi-annual basis. sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains
- The term of the Senior Notes is five years, maturing in October 2026. and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings.
- The Senior Notes are reimbursable through the payment of cash. Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are
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 2023 was nil (31 December 2022 - nil million). 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.
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. c. 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. 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.
The liability component of the Senior Notes has an effective interest rate of 5.68% (31 December 2022 - 5.68%) and was as follows: d. 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. |
31 December 2023 |
31 December 2022 |
|---|---|---|
| Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net Liability component at beginning of the year |
495.0 | 492.7 |
| realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and Interest expense in the year depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of |
27.6 | 27.3 |
| Less: interest payments in the year sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. |
(25.0) | (25.0) |
| Total Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The |
497.6 | 495.0 |
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
cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
stockpiles are charged to cost of sales using the weighted average cost per ounce.
Registration
(Expressed in Millions of United States Dollars, except per share amounts)
b. 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. 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 principal amount was further increased to \$645.0 million during the year ended 31 December 2023. As at 31 December 2023, \$465.0 million was drawn and is outstanding at the end of the period. The amount has been classified as non-current based on the contracted terms, and that there was no breach of covenants as of 31 December 2023; however management expect to settle a substantial portion of the outstanding amount within 12 months from 31 December 2023.
For the year ended 31 December 2023, the Group incurred a total interest expense of \$37.1 million on the RCF (including unwinding of deferred financing costs of \$2.1 million and commitment fees of \$2.3 million) of which \$33.4 million was paid and the remaining amount recognised as an interest accrual.
The key terms of the RCF include:
- Principal amount of \$645.0 million.
- Interest accrues on a sliding scale of between USD SOFR plus 2.40% to 3.40% based on the 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., Standard Bank of South Africa, 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
c. 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 accrued interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year.
On 15 February 2023, the Company repaid the principal amount outstanding under the Convertible Notes of \$330.0 million in cash and elected to issue a further 835,254 in shares to settle the conversion option of the Convertible Notes.
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 liability component for the Convertible Notes prior to settlement had an effective interest rate of 6.2% (31 December 2022: 6.2%) and the movement for the year is as follows:
| 31 December 2023 |
31 December 2022 |
|
|---|---|---|
| Liability component at beginning of the year | 332.3 | 321.8 |
| Interest expense in the period | 2.6 | 20.4 |
| Less: interest and capital payments in the period | (334.9) | (9.9) |
| Total | — | 332.3 |
(Expressed in Millions of United States Dollars, except per share amounts)
d. CONVERSION OPTION
12
On 15 February 2023, the Company elected to issue 835,254 in shares to settle the conversion option of the Convertible Notes. Entity Registration Number Endeavour Management Services London Limited 10342431
Prior to settlement, the conversion option related to the Convertible Notes was 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 as at 31 December 2022, which was then calibrated to the total fair value of the Convertible Notes: volatility of 20%, term of the conversion option 0.13 years, a dividend yield of 2.5%, credit spread of 3.44%, and a share price of CAD\$28.98. West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625 a. FOREIGN CURRENCY TRANSLATION The presentation and functional currency of the Company is the US dollar. The individual financial statements of each
During the nine months ended 31 December 2023, a loss of \$14.9 million was recognised due to fair value adjustments on the convertible note option (for the year ended 31 December 2022 – unrealised gain of \$30.3 million). 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
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Conversion option at beginning of the year measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction. |
4.3 | 34.6 |
|---|---|---|
| Fair value adjustment | 14.9 | (30.3) |
| Settlement of conversion option b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE |
(19.2) | — |
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Conversion option at end of the period will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as |
— | 4.3 |
e. LAFIGUÉ LOCAL FINANCING 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
On 28 July 2023, the Company entered into a \$167.1 million (CFA 100,500 million) syndicated term loan ("term loan") with local banking partners within the West African Economic Zone ("UEMOA"). During the five months ended 31 December 2023, the Company drew down \$107.2 million specifically to support the ongoing development of the Lafigué project. At 31 December 2023, \$7.0 million was classified as current based on the contracted terms. The term loan bears interest at a fixed rate of 7.0% per annum, payable quarterly, while the principal will amortise in sixteen equal payments commencing 28 October 2024. There are no additional covenants associated with the term loan. The local entity, Société des Mines de Lafigué, is the borrower on the facility, which is guaranteed by Endeavour Mining plc. 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. | 31 December 2023 |
31 December 2022 |
|---|---|---|
| A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Liability component at beginning of the period which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated |
— | — |
| Net proceeds on borrowings plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired |
107.2 | — |
| exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when Interest paid |
(0.6) | |
| the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued Interest expense capitalised operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
1.9 | — |
| attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of Foreign exchange loss |
2.8 | — |
| the continuing operations. Total |
111.3 | — |
10. TRADE AND OTHER RECEIVABLES 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.
c. CASH AND CASH EQUIVALENTS
| 31 December | 31 December | |
|---|---|---|
| Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to | 2023 | 2022 |
| certain restrictions that may be in place are classified as other financial assets. VAT receivable (a) |
101.8 | 71.2 |
| d. INVENTORIES Receivables for gold sales |
28.9 | 4.4 |
| Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is Other receivables (b) determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the |
27.1 | 17.6 |
| Consideration receivable (c) extent of surplus items and a provision is made for any potential loss upon disposal. |
111.4 | — |
| Advance payments of royalties Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net |
— | 13.7 |
| realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and Total |
269.2 | 106.9 |
a. VAT RECEIVABLE sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form.
12 months.
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 2023, the Group collected \$56.7 million of outstanding VAT receivables (in the year ended 31 December 2022: \$115.2 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 (31 December 2022: \$3.4 million). Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce. 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
depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of
(Expressed in Millions of United States Dollars, except per share amounts)
b. OTHER RECEIVABLES
Other receivables at 31 December 2023 includes a dividend receivable of \$14.5 million from Semafo Boungou S.A. which is a permitted pre-acquisition payment defined under the sales and purchase agreement related to the sale of Boungou mine; a receivable of \$3.4 million (31 December 2022 – \$4.8 million) related to the sale of equipment at Ity to a third party; \$3.6 million receivable from Wahgnion Gold Operations S.A. comprising tax payments made on their behalf of \$1.5 million and accrued income from net smelter royalties of \$2.1 million; CEO clawback receivable of \$3.3 million and other mine site receivables of \$2.3 million. All these amounts are expected to be settled in the next 12 months. These amounts are net of an expected credit loss of \$3.3 million (year ended 31 December 2022 - \$1.0 million).
c. CONSIDERATION RECEIVABLE
Consideration receivable as at 31 December 2023 comprises security backed cash consideration of \$85.4 million due and deferred cash consideration of \$21.0 million receivable from Lilium following the sale of the Boungou and Wahgnion mines and \$5.0 million receivable from Néré related to the sale of the Karma mine (31 December 2022 - \$5.0 million recognised in other financial assets). These amounts are net of an expected credit loss of \$18.7 million (year ended 31 December 2022 - nil).
11. INVENTORIES
| 31 December | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Doré bars | 13.1 | 32.2 |
| Gold in circuit | 17.0 | 12.0 |
| Refined gold | 7.2 | — |
| Ore stockpiles | 410.7 | 361.5 |
| Spare parts and supplies | 100.5 | 144.5 |
| Total inventories | 548.5 | 550.2 |
| Less: Non-current stockpiles | (323.6) | (229.5) |
| Current portion of inventories | 224.9 | 320.7 |
As at 31 December 2023 and 31 December 2022, there were no provisions to adjust inventory to net realisable value.
The cost of inventories recognised as expense in the year ended 31 December 2023 was \$1,235.6 million and was included in cost of sales (year ended 31 December 2022 - \$1,196.0 million).
Consolidated financial statements
12
Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
12. MINING INTERESTS
| Entity | MINING INTERESTS | Number | ||||
|---|---|---|---|---|---|---|
| Endeavour Management Services London Limited | Non | Property, plant and |
Assets under | 10342431 | ||
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) | Note | Depletable | Depletable 1 | equipment | construction | OC425911 Total |
| Lafigué Holdings UK Limited Cost |
14490986 | |||||
| Ity Holdings UK Limited Balance as at 1 January 2022 |
3,632.1 | 1,084.6 | 1,919.1 | 67.3 | 14490625 6,703.1 |
|
| Additions a. FOREIGN CURRENCY TRANSLATION |
212.6 | 73.8 | 47.0 | 212.8 | 546.2 | |
| Transfers The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
125.1 | (82.1) | 71.8 | (114.8) | — | |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Change in estimate of environmental currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's rehabilitation provision |
18 | 10.1 | 7.0 | — | — | 17.1 |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the Disposals2 transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at |
(5.1) | (0.7) | (14.5) | (0.7) | (21.0) | |
| Disposal of Karma the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are |
4 | (186.0) | — | (248.7) | (0.5) | (435.2) |
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Balance as at 31 December 2022 |
3,788.8 | 1,082.6 | 1,774.7 | 164.1 | 6,810.2 | |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Additions transaction. |
218.0 | 35.8 | 153.4 | 477.7 | 884.9 | |
| Transfers | 57.3 | (28.0) | 73.6 | (102.9) | — | |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Change in estimate of environmental rehabilitation provision Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
18 | (20.7) | (0.5) | — | 3.3 | (17.9) |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as Disposals |
— | — | (4.1) | — | (4.1) | |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Disposal of Boungou and Wahgnion |
4 | (1,058.8) | (133.1) | (530.1) | (11.4) | (1,733.4) |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Balance as at 31 December 2023 cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
2,984.6 | 956.8 | 1,467.5 | 530.8 | 5,939.7 | |
| longer depreciated or amortised. Accumulated Depreciation |
||||||
| Balance as at 1 January 2022 If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for |
889.6 | 148.3 | 685.0 | — | 1,722.9 | |
| Depreciation/depletion sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains |
417.3 | — | 221.8 | — | 639.1 | |
| and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. Impairment |
6 | 347.6 | 12.7 | — | — | 360.3 |
| Disposals2 Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are |
— | — | (13.3) | — | (13.3) | |
| Disposal of Karma presented separately from the other assets and liabilities in the balance sheet. |
4 | (168.0) | — | (247.8) | — | (415.8) |
| Balance as at 31 December 2022 | 1,486.5 | 161.0 | 645.7 | — | 2,293.2 | |
| A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Depreciation/depletion which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated |
344.1 | — | 198.2 | — | 542.3 | |
| Impairment3 plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired |
6 | — | 121.4 | 1.2 | — | 122.6 |
| exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when Disposals |
— | — | (0.7) | — | (0.7) | |
| the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued Disposal of Boungou and Wahgnion operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
4 | (815.2) | (133.1) | (226.5) | — | (1,174.8) |
| Balance as at 31 December 2023 attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of |
1,015.4 | 149.3 | 617.9 | — | 1,782.6 | |
| the continuing operations. Carrying amounts |
||||||
| At 31 December 2022 c. CASH AND CASH EQUIVALENTS |
2,302.3 | 921.6 | 1,129.0 | 164.1 | 4,517.0 | |
| At 31 December 2023 Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short |
1,969.2 | 807.5 | 849.6 | 530.8 | 4,157.1 |
-
Exploration costs for the period was \$103.8 million of which \$56.3 million is included in additions to non-depletable and depletable mining interests with the remaining \$47.5 million expensed as exploration costs. term investments with terms of three months or less.
-
Disposals for the year ended 31 December 2023 relate primarily to a disposal of an aircraft of \$1.8 million and disposal of office and other equipment of \$2.3 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, termination of an office lease with a right of use asset of \$0.7 million, disposal of an aircraft with a carrying value of \$1.9 million and disposal of mobile equipment with a carrying value of \$0.3 million. 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. d. INVENTORIES
determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the
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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
- Certain exploration and evaluation assets were impaired to its recoverable amount resulting in an impairment charge of \$122.6 million. Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is
extent of surplus items and a provision is made for any potential loss upon disposal.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
12 months.
Registration
(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 2022 | 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 |
| Additions | 25.6 | — | 25.6 |
| Depreciation for the year | (22.9) | (1.8) | (24.7) |
| Disposal of Wahgnion and Boungou | (6.1) | (2.4) | (8.5) |
| Balance as at 31 December 2023 | 33.0 | 12.9 | 45.9 |
13. GOODWILL
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 two individual CGUs - Mana and Sabodala-Massawa.
The carrying amount of goodwill has been allocated to CGUs as follows:
| Sabodala | |||
|---|---|---|---|
| Mana | Massawa | Total | |
| Carrying amount | |||
| At 1 January 2022 | 39.6 | 94.8 | 134.4 |
| Impairment losses for the year | — | — | — |
| At 31 December 2022 | 39.6 | 94.8 | 134.4 |
| Impairment losses for the year | — | — | — |
| At 31 December 2023 | 39.6 | 94.8 | 134.4 |
Further details of the goodwill impairment is included in note 6.
(Expressed in Millions of United States Dollars, except per share amounts)
14. OTHER FINANCIAL ASSETS
Other financial assets are comprised of: Entity
12
| Endeavour Management Services London Limited West African Mining Services LLP (formerly Endeavour Mining Services LLP) Note |
31 December 2023 |
10342431 31 December OC425911 2022 |
|---|---|---|
| Lafigué Holdings UK Limited Restricted cash (a) 18 |
41.1 | 14490986 39.5 |
| Ity Holdings UK Limited Boungou loan advance (c) |
3.8 | 14490625 — |
| a. FOREIGN CURRENCY TRANSLATION Net smelter royalties (b) 4 |
55.9 | 6.5 |
| The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Deferred consideration (c) 4 subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional |
47.9 | — |
| Contingent consideration (d) 4 currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's |
— | 5.0 |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the Derivative financial assets 8 |
0.9 | 6.9 |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Marketable securities (e) 1 the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are |
42.6 | 5.4 |
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Other financial assets (e) |
0.7 | 40.7 |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Total other financial assets transaction. |
192.9 | 104.0 |
| Less: Non-current other financial assets | (123.2) | (87.4) |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Current portion of other financial assets Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
69.7 | 16.6 |
- Marketable securities as of 31 December 2022 of \$5.4 million was reclassified from "Prepaid Expenses and Other". 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
a. RESTRICTED CASH condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less
Restricted cash primarily includes balances held as security to cover estimated rehabilitation provisions as required by local governments and also includes balances held in relation to ongoing tax appeals. These amounts are not available for use for general corporate purposes. 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
b. NET SMELTER ROYALTIES sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains
The balance at 31 December 2023 consists of the fair value of NSR receivable from Lilium for the sale of Boungou and Wahgnion initially recognised for the value of \$77.4 million (note 4) and the fair value of the NSR receivable from Néré for the sale of the Karma mine of \$10.0 million (note 4) revalued at \$49.3 million and \$6.6 million respectively net of transfer to trade and other receivables. 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 | Karma | Boungou | Wahgnion | Total |
| plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired Balance as at 1 January 2022 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 Recognised on disposal of operation |
10.0 | — | — | 10.0 |
| operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows Remeasurement recognised in profit or loss attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of |
(3.5) | — | — | (3.5) |
| the continuing operations. Balance as at 31 December 2022 |
6.5 | — | — | 6.5 |
| Recognised on disposal of operation c. CASH AND CASH EQUIVALENTS |
— | 35.2 | 42.2 | 77.4 |
| Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short Remeasurement recognised in profit or loss |
0.1 | (7.7) | (14.9) | (22.5) |
| term investments with terms of three months or less. Transfer to trade and other receivables |
— | (0.5) | (5.0) | (5.5) |
| Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to Balance as at 31 December 2023 |
6.6 | 27.0 | 22.3 | 55.9 |
- The fair value of the NSR receivables were determined using the following assumptions: an average long-term gold price of \$1,750, life of mine production limited to proven and probable reserves, except for Karma which is based on probability-weighted resources, (715koz for Boungou, 487koz for Wahgnion and 453koz for Karma), cost of transport, refining and government royalties, and a discount rate of between 9% and 10%. certain restrictions that may be in place are classified as other financial assets. d. INVENTORIES Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is
c. DEFERRED CONSIDERATION AND LOAN ADVANCE determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the
The deferred consideration of \$50.8 million related to the sale of Boungou to Lilium (note 4) which has been revalued to \$47.9 million (31 December 2022 - \$ nil) with \$15.1 million classified as current. An interest free loan of \$5.8 million was advanced to Lilium in respect of Boungou mine and is repayable in three years. The carrying amount of the loan at 31 December 2023 is \$3.8 million, net of expected credit loss provision, and has been classified as non-current. 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
d. CONTINGENT CONSIDERATION sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form.
The contingent consideration of \$5.0 million receivable from Néré related to the sale of the Karma mine has been reclassified to other receivables included in note 10 following the expiry of the twelve month period. Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
e. OTHER FINANCIAL ASSETS stockpiles are charged to cost of sales using the weighted average cost per ounce.
At 31 December 2022, other financial assets included \$40.0 million in shares of Allied that the Company received in consideration when it sold the Agbaou mine. The Company had an option to sell the shares back to Allied for \$50.0 million as per the amended agreement, which was not exercised and the option expired on 11 September 2023 when Allied listed publicly on the Toronto Stock Exchange. As of 31 December 2023, the shares received along with the additional investment of \$10.0 million has been reclassified to marketable securities. At the date of listing, the fair value of the shares was \$56.6 million which decreased to \$37.3 million at 31 December 2023. 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.
Registration Number
(Expressed in Millions of United States Dollars, except per share amounts)
15. TRADE AND OTHER PAYABLES
| 31 December 2023 |
31 December 2022 |
|
|---|---|---|
| Trade accounts payable | 280.9 | 252.3 |
| Minority dividends payable1 | 29.5 | 6.7 |
| Royalties payable | 40.0 | 38.2 |
| Payroll and social payables | 31.9 | 43.8 |
| Other payables | 24.6 | 13.6 |
| Total trade and other payables | 406.9 | 354.6 |
- Minority dividends payable as of 31 December 2022 of \$6.7 million has been reclassified from "Trade accounts payable".
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 | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Lease liabilities | 42.2 | 47.1 |
| Less: non-current lease liabilities | (27.9) | (28.9) |
| Current lease liabilities | 14.3 | 18.2 |
Amounts recognised in the consolidated statement of comprehensive loss are as follows:
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2023 | 2022 | |
| Depreciation expense on right-of-use assets | 24.7 | 9.1 |
| Interest expense on lease liabilities | 2.3 | 1.0 |
| Recognised in net loss | 27.0 | 10.1 |
In the consolidated statement of cash flows for the year ended 31 December 2023, the total amount of cash paid in respect of leases recognised on the consolidated balance sheet are split between repayments of principal of \$16.1 million (2022: \$11.0 million), repayments of interest of \$2.6 million (2022: \$2.7 million) and variable lease payments of \$1.8 million (2022: nil), both presented within cash flows from financing activities (note 20).
(Expressed in Millions of United States Dollars, except per share amounts)
17. OTHER FINANCIAL LIABILITIES
| Entity | 31 December | Number 31 December |
|
|---|---|---|---|
| Endeavour Management Services London Limited | Note | 2023 | 2022 10342431 |
| DSU liabilities West African Mining Services LLP (formerly Endeavour Mining Services LLP) |
7 | 1.9 | 2.7 OC425911 |
| PSU liabilities (a) Lafigué Holdings UK Limited |
7 | 2.0 | 13.9 14490986 |
| Ity Holdings UK Limited Repurchased shares (a) |
— | 14490625 3.4 |
|
| Derivative financial liabilities a. FOREIGN CURRENCY TRANSLATION |
8 | 24.7 | 5.2 |
| Call-rights (b) The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
— | 19.5 | |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional Contingent consideration (c) |
— | 49.4 | |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Other long-term liabilities functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
18.7 | 20.2 | |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Total other financial liabilities |
47.3 | 114.3 | |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Less: Non-current other financial liabilities retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
(29.8) | (25.2) | |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Current portion of other financial liabilities |
17.5 | 89.1 | |
| transaction. |
a. PSU LIABILITIES AND REPURCHASED SHARES b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
EMPLOYEE BENEFIT TRUST SHARES Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value
Prior to the Company listing on the LSE, the Group established 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 2023. 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.
EGC TRACKER SHARES
12
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 nil at 31 December 2023 (31 December 2022 - \$3.4 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 2023, additional EGC tracker shares with a value of \$14.7 million were issued, an increase in the fair value of \$2.6 million was recognised, a payment of \$18.4 million was made in relation to the settlement of these shares and \$2.3 million in value was forfeited of which \$1.8 million was transferred to trade and Other receivables as part of executive clawback (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). 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 |
EGC tracker shares outstanding |
Weighted average grant price (GBP) |
|---|---|---|
| the continuing operations. At 31 December 2021 |
605,970 | 17.21 |
| c. CASH AND CASH EQUIVALENTS Granted |
877,795 | 17.60 |
| Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short Exercised term investments with terms of three months or less. |
(1,323,983) | 17.41 |
| At 31 December 2022 | 159,782 | 17.67 |
| Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to Granted certain restrictions that may be in place are classified as other financial assets. |
681,823 | 17.52 |
| Exercised | (739,277) | 17.64 |
| d. INVENTORIES Forfeited |
(102,328) | 17.52 |
| Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is At 31 December 2023 determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the |
— | — |
PSU LIABILITIES Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net
PSU liabilities are recognised at fair value at 31 December 2023, with \$1.3 million included in current other financial liabilities at 31 December 2023 (31 December 2022 - \$10.7 million) as they are expected to be settled in the next twelve months. The remaining \$0.7 million (31 December 2022 - \$3.2 million) is classified as non-current other liabilities. 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.
extent of surplus items and a provision is made for any potential loss upon disposal.
b. CALL-RIGHTS Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The
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. cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce. Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to
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. On 11 April 2023, all outstanding call-rights were settled in cash for \$28.5 million. The average market price at the time of exercise was C\$ 35.13. 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.
Registration
Consolidated financial statements
Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
A reconciliation of the change in fair value of the call-rights current liability is as follows:
| Number of call-rights |
Amount | |
|---|---|---|
| Balance as at 1 January 2022 | 1,880,000 | 19.2 |
| Change in fair value | — | 0.3 |
| Balance as at 31 December 2022 | 1,880,000 | 19.5 |
| Change in fair value | — | 9.0 |
| Settlement | (1,880,000) | (28.5) |
| Balance as at 31 December 2023 | — | — |
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 |
|
|---|---|
| Valuation date share price1 | C\$ 29.11 |
| Fair value per call-right | C\$ 14.1 |
| Exercise price | C\$ 14.89 |
| Risk-free interest rate | 4.01 % |
| Expected share market volatility | 29 % |
| Expected life of call-rights (years) | 1.18 |
| Dividend yield | 2.5 % |
| Number of call-rights exercisable | 1,880,000 |
- Represents five-day volume weighted average trading price of the Company's common shares on the TSX.
c. CONTINGENT CONSIDERATION PAYABLE
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 was payable to Barrick Gold Corporation in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.
In the year ended 31 December 2023, the Group recognised a loss on change in fair value of \$0.6 million (in the year ended 31 December 2022 - loss of \$1.2 million). In 2023, the Company settled the contingent consideration amount of \$50.0 million and included the outflow as part of cash used in financing activities.
18. ENVIRONMENTAL REHABILITATION PROVISION
| 31 December | 31 December | ||
|---|---|---|---|
| Note | 2023 | 2022 | |
| Balance as at beginning of year | 165.0 | 162.9 | |
| Derecognised on disposal of Boungou and Wahgnion | 4 | (35.4) | — |
| Derecognised on disposal of Karma | 4 | — | (16.7) |
| Revisions in estimates and obligations incurred | (17.9) | 17.1 | |
| Accretion expense | 9 | 3.4 | 1.7 |
| Balance as of 31 December | 115.1 | 165.0 |
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 2022 - 2.50%), discounted to the present value using average discount rates of 3.96% (31 December 2022 - 2.00%). 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 2023 was \$139.4 million (31 December 2022 - \$155.7 million and \$121.8 million when excluding discontinued operations).
(Expressed in Millions of United States Dollars, except per share amounts)
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 2023 was \$34.6 million (31 December 2022 - \$36.3 million and \$22.4 million when excluding discontinued operations). Entity Registration Number Endeavour Management Services London Limited 10342431
West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
19. NON-CONTROLLING INTERESTS Lafigué Holdings UK Limited 14490986
The composition of the non-controlling interests ("NCI") is as follows: Ity Holdings UK Limited 14490625
| 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 |
Ity Mine (10% to 15%) |
Houndé Mine (10%) |
Mana Mine (10%) |
Sabodala Massawa Mine (10%) |
Other1 | Total (continuing operations) |
Karma Mine (10%) |
Boungou Mine (10%) |
Wahgnion Mine (10%) |
Total (all operations) |
|---|---|---|---|---|---|---|---|---|---|---|
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's At 31 December 2021 |
56.3 | 32.6 | 43.9 | 212.5 | 7.1 | 352.4 | 9.0 | 45.4 | 57.4 | 464.2 |
| functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the Net earnings/(loss) |
24.2 | 19.2 | 5.7 | 14.0 | — | 63.1 | 0.3 | (10.3) | (17.7) | 35.4 |
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Dividend distribution the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are |
(6.9) | (18.3) | (4.9) | (31.0) | — | (61.1) | — | (2.4) | (0.4) | (63.9) |
| Disposal of the Karma retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are mine2 |
— | — | — | — | — | — | (9.3) | — | — | (9.3) |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the 31 December 2022 transaction. |
73.6 | 33.5 | 44.7 | 195.5 | 7.1 | 354.4 | — | 32.7 | 39.3 | 426.4 |
| Net earnings/(loss) | 25.5 | 28.0 | 1.9 | 10.5 | — | 65.9 | — | (1.0) | 0.4 | 65.3 |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Dividend distribution |
(53.5) | (24.7) | (19.3) | — | — | (97.5) | — | (5.1) | — | (102.6) |
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Disposal of the Boungou will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as and Wahgnion mine2 met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present |
— | — | — | — | — | — | — | (26.6) | (39.7) | (66.3) |
| At 31 December 2023 condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less |
45.6 | 36.8 | 27.3 | 206.0 | 7.1 | 322.8 | — | — | — | 322.8 |
-
Exploration, Corporate, Projects and Kalana segments are included in the "other" category. cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no
-
For further details refer to note 4. longer depreciated or amortised.
12
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 paid within the three months ended 31 March 2023 leaving no amounts outstanding. 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.
During the year ended 31 December 2023, the Ity, Houndé, Mana and Boungou mines declared dividends to their shareholders. Dividends to minority shareholders for continuing operations amounted to \$97.5 million of which \$29.5 million is outstanding within trade and other payables. 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
For summarised information related to these subsidiaries, refer to note 23, Segmented Information. 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
20. SUPPLEMENTARY CASH FLOW INFORMATION 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
a. NON-CASH ITEMS attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of
12 months.
Non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2023 and 31 December 2022: the continuing operations.
exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when
| c. CASH AND CASH EQUIVALENTS |
|||
|---|---|---|---|
| Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short term investments with terms of three months or less. |
YEAR ENDED 31 December 31 December |
||
| Note | 2023 | 2022 | |
| Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to Depreciation and depletion 20 (d) |
448.4 | 476.0 | |
| certain restrictions that may be in place are classified as other financial assets. Impairment of mining interests and goodwill 6 |
122.6 | 2.8 | |
| d. INVENTORIES Finance costs 9 |
71.2 | 61.1 | |
| Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is Share-based compensation 7 |
28.7 | 32.8 | |
| determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the Loss on financial instruments 8 extent of surplus items and a provision is made for any potential loss upon disposal. |
118.0 | 19.1 | |
| Other expenses1 | 51.6 | 30.2 | |
| Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net Loss on disposal of assets |
4.3 | 1.1 | |
| realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and Total non-cash items depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of |
844.8 | 623.1 |
- For the year ended 31 December 2023, non-cash other expenses for the year consists primarily of the write-off of Allied receivable of \$5.9 million, writeoff of \$3.4 million related to VAT receivable balances, \$19.5 million in other tax and legal claims and provision for overdue receivables of \$22.8 million. For the year ended 31 December 2022, non-cash other expenses consists primarily of the write-off of inventory balances of \$5.9 million, write-off of \$3.4 million related to VAT receivables balances, \$8.9 million in other tax and legal claims and provision for overdue receivables of \$13.4 million. Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted average cost per ounce.
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
sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form.
(Expressed in Millions of United States Dollars, except per share amounts)
b. CHANGES IN WORKING CAPITAL
Changes in working capital included in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2023 and 31 December 2022 comprised:
| YEAR ENDED | ||
|---|---|---|
| 31 December | 31 December | |
| 2023 | 2022 | |
| Trade and other receivables | (80.4) | (3.7) |
| Inventories | (37.7) | (47.4) |
| Prepaid expenses and other | (2.5) | (4.0) |
| Trade and other payables | (6.3) | (17.5) |
| Changes in working capital | (126.9) | (72.6) |
c. EXPENDITURES ON MINING INTERESTS
Expenditures on mining interests per the consolidated statement of cash flows for the year ended 31 December 2023 and 31 December 2022 include:
| YEAR ENDED | ||||
|---|---|---|---|---|
| Note | 31 December 2023 |
31 December 2022 |
||
| Additions/expenditures on mining interests | 12 | (884.9) | (546.2) | |
| Non-cash additions to right-of-use assets | 12 | 25.6 | 9.7 | |
| Initial direct costs capitalised to right-of-use assets | 12 | (2.8) | — | |
| Change in working capital1 | 56.9 | 18.2 | ||
| (805.2) | (518.3) | |||
| Discontinued operations | 42.6 | 92.2 | ||
| Expenditures on mining interests | (762.6) | (426.1) |
- The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures incurred at the Lafigué and Sabodala-Massawa BIOX® projects.
d. DEPRECIATION AND DEPLETION
Depreciation in operating cash flows in the consolidated statement of cash flows and in the consolidated statement of comprehensive earnings/(loss) for the year ended 31 December 2023 and 31 December 2022 comprised:
| YEAR ENDED | ||||
|---|---|---|---|---|
| Note | 31 December 2023 |
31 December 2022 |
||
| Depreciation and depletion per mining interests note | 12 | 542.3 | 639.1 | |
| Depreciation and depletion related to discontinued operations | 4 | (53.1) | (144.8) | |
| Change in depreciation and depletion capitalised to inventory | (40.8) | (18.3) | ||
| Depreciation and depletion expense | 448.4 | 476.0 |
(Expressed in Millions of United States Dollars, except per share amounts)
12
12 months.
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. The table below excludes payments from the settlement of tracker shares, call rights, and contingent consideration on the basis that these are one-off transactions. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986
| Ity Holdings UK Limited | Long-term debt | Lease obligations |
14490625 | |||
|---|---|---|---|---|---|---|
| a. FOREIGN CURRENCY TRANSLATION The presentation and functional currency of the Company is the US dollar. The individual financial statements of each |
RCF | Lafigué term loan |
Senior notes | Convertible senior notes |
Lease liabilities |
Total |
| subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional At 1 January 2023 |
(5.8) | — | 495.0 | 336.6 | 47.1 | 872.9 |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Changes from financing cash flows 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 Proceeds of long-term debt |
535.0 | 107.2 | — | — | — | 642.2 |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Repayment of long-term debt retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
(70.0) | — | — | (330.0) | — | (400.0) |
| Repayment of lease liabilities measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the |
— | — | — | — | (20.5) | (20.5) |
| transaction. Payment of financing fees and other |
(36.4) | (2.3) | (25.0) | (4.9) | — | (68.6) |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Other changes |
||||||
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Interest expense |
35.5 | 1.9 | 27.6 | 2.6 | 2.3 | 69.9 |
| will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as New leases met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present |
— | — | — | — | 20.3 | 20.3 |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Amortisation of deferred financing costs cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no and other fees |
2.8 | 0.1 | — | — | — | 2.9 |
| longer depreciated or amortised. Settlement of conversion option |
— | (19.2) | — | (19.2) | ||
| If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for Change in fair value of conversion option |
— | — | — | 14.9 | — | 14.9 |
| sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains Sold as part of Boungou and Wahgnion and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. |
— | — | — | (8.8) | (8.8) | |
| Discontinued operations and other | — | 2.8 | — | — | 1.8 | 4.6 |
| Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are At 31 December 2023 presented separately from the other assets and liabilities in the balance sheet. |
461.1 | 109.7 | 497.6 | — | 42.2 | 1,110.6 |
| Current portion | 1.5 | 7.0 | — | — | 14.3 | 22.8 |
| A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Long-term portion which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated |
459.6 | 102.7 | 497.6 | — | 27.9 | 1,087.8 |
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 Long-term debt |
|||||
|---|---|---|---|---|---|
| RCF | Accrued interest |
Senior notes | Convertible senior notes |
Lease liabilities |
Total |
| (7.2) | 0.9 | 492.7 | 356.4 | 51.1 | 893.9 |
| 50.0 | — | — | — | — | 50.0 |
| (50.0) | — | — | — | — | (50.0) |
| — | — | — | — | (13.7) | (13.7) |
| (1.7) | (4.9) | (25.0) | (9.9) | — | (41.5) |
| — | 0.7 | 27.3 | 20.4 | 3.5 | 51.9 |
| — | — | — | — | 9.7 | 9.7 |
| 2.0 | — | — | — | — | 2.0 |
| — | — | — | (1.2) | (1.2) | |
| — | — | — | (30.3) | — | (30.3) |
| 4.4 | — | — | (2.3) | 2.1 | |
| (6.9) | 1.1 | 495.0 | 336.6 | 47.1 | 872.9 |
| — | 1.1 | — | 336.6 | 18.2 | 355.9 |
| (6.9) | — | 495.0 | — | 28.9 | 517.0 |
| term investments with terms of three months or less. | certain restrictions that may be in place are classified as other financial assets. stockpiles are charged to cost of sales using the weighted average cost per ounce. |
extent of surplus items and a provision is made for any potential loss upon disposal. | 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 Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to 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 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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in 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
(Expressed in Millions of United States Dollars, except per share amounts)
21. INCOME TAXES
a. INCOME TAXES RECOGNISED IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Details of the income tax expense are as follows:
YEAR ENDED 31 December 2023 Current income and other tax expense (267.9) (257.8)
| Deferred income tax recovery | 57.1 | 7.5 |
|---|---|---|
| Total income tax expense | (210.8) | (250.3) |
31 December 2022
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 its 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 reassessed. 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, 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.
In 2023, the UK enacted law to implement a multinational top-up tax regime aligned to the OECD Pillar Two framework. This will be in effect for the Group from 1 January 2024 onwards. Under the legislation, the UK parent company will be required to pay top-up tax on profits of its subsidiaries that are taxed at an effective tax rate of less than 15 per cent. The Group is continuing to assess the impact of the legislation on its future financial performance; currently, the Group is not expecting any material impact for the foreseeable future.
As at 31 December 2023, the Group had total tax exposures of \$78.8 million for which a provision of \$1.6 million has been recognised as tax payable included in current liabilities. As at 31 December 2022, the Group had total tax exposures of \$366.1 million for which a provision of \$40.0 million was recognised as tax payable included in current liabilities.
| 31 December 2023 |
31 December 2022 |
|
|---|---|---|
| Earnings before taxes | 253.5 | 507.1 |
| Average domestic tax rate1 | 21 % | 22 % |
| Income tax expense based on average domestic tax rates | 53.2 | 111.4 |
| Reconciling items: | ||
| Rate differential2 | 51.7 | 35.5 |
| Effect of foreign exchange rate changes on deferred taxes3 | (11.9) | 20.1 |
| Permanent differences4 | 6.3 | 0.4 |
| Mining convention benefits5 | (0.6) | (9.6) |
| Effect of withholding taxes6 | 81.6 | 67.9 |
| True up and tax amounts paid in respect of prior years | (7.9) | (2.7) |
| Effect of changes in deferred tax assets and losses not recognised/utilised | 34.9 | 20.5 |
| Other | 3.4 | 6.8 |
| Income tax expense | 210.7 | 250.3 |
- The average domestic tax rate is calculated using the average statutory tax rate applicable in the jurisdictions in which the Group has operating entities.
(Expressed in Millions of United States Dollars, except per share amounts)
12
-
- Rate differential reflects the difference between tax expense calculated at the average domestic tax rate of 21%, and the tax expense/ (recovery) Registration
- 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. Entity Number Endeavour Management Services London Limited 10342431
-
- Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial statements. West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911
-
- 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. Lafigué Holdings UK Limited 14490986
-
- 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. Ity Holdings UK Limited 14490625 a. FOREIGN CURRENCY TRANSLATION
subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional
The following is a summary of the tax rates in the various taxable jurisdictions: presentation and functional currency of the Company is the US dollar. The individual financial statements of each
| 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 |
31 December 2023 |
31 December 2022 |
|---|---|---|
| transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Barbados |
2.5 % | 2.5 % |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Burkina Faso1 retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are |
17.5%/27.5% 17.5%/27.5% | |
| measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Canada |
26.5 % | 26.5 % |
| transaction. Cayman Islands |
0.0 % | 0.0 % |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Senegal |
25.0 % | 25.0 % |
| Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Côte d'Ivoire will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as |
25.0 % | 25.0 % |
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Australia |
30.0 % | 30.0 % |
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Mali cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
30.0 % | 30.0 % |
| Monaco longer depreciated or amortised. |
28.0 % | 28.0 % |
| France If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for |
31.0 % | 31.0 % |
| sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains Mauritius |
15.0 % | 15.0 % |
| and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. United Kingdom |
25.0 % | 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. Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are
b. INCOME TAXES PAYABLE AND RECEIVABLE 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 | YEAR ENDED | |
|---|---|---|
| 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 |
31 December 2023 |
31 December 2022 |
| exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when Income taxes payable related to current year taxable profits the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued |
164.6 | 207.1 |
| Provision for income taxes operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
1.6 | 40.0 |
| attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of Income taxes payable the continuing operations. |
166.2 | 247.1 |
c. DEFERRED TAX BALANCES c. CASH AND CASH EQUIVALENTS
12 months.
The major components of the deductible temporary differences were comprised as follows: 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.
| 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. |
31 December 2023 |
31 December 2022 |
|---|---|---|
| Deferred income tax assets | ||
| d. INVENTORIES Mining interests, and property, plant and equipment Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is |
12.8 | 3.7 |
| determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the Inventory |
— | 9.8 |
| extent of surplus items and a provision is made for any potential loss upon disposal. Environmental provision |
0.9 | — |
| Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net Trade payables |
— | 6.5 |
| 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 |
13.7 | 20.0 |
| sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. Deferred income tax liabilities |
||
| Inventory Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The |
(37.0) | (30.6) |
| cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in Current liabilities |
(0.3) | (4.3) |
| stockpiles are charged to cost of sales using the weighted average cost per ounce. Withholding tax on dividends |
(45.4) | (43.0) |
| Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to Mining interests and other |
(395.1) | (516.7) |
| 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 |
(477.8) | (594.6) |
| finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process, Net deferred income tax liability plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than |
(464.1) | (574.6) |
(Expressed in Millions of United States Dollars, except per share amounts)
| 31 December 2023 |
31 December 2022 |
|
|---|---|---|
| Net deferred income tax liability at beginning of the year | (574.6) | (662.3) |
| Deferred income tax recovery | 57.1 | 97.7 |
| Deferred tax liability/(asset) derecognised on disposal1 | 53.4 | (10.0) |
| Net deferred income tax liability at end of the year | (464.1) | (574.6) |
1 Relates to the deferred tax liability derecognised on disposal of Wahgnion and Boungou in June 2023 and deferred tax asset of Karma in March 2022.
| 31 December 2023 |
31 December 2022 |
|
|---|---|---|
| Deferred income tax asset | 13.7 | 20.0 |
| Deferred income tax liability | (477.8) | (594.6) |
| Net deferred income tax liability | (464.1) | (574.6) |
d. UNRECOGNISED DEDUCTIBLE TEMPORARY DIFFERENCES
At 31 December 2023, the Group had deductible temporary differences of \$23.6 million (31 December 2022: \$39.2 million) in Burkina Faso, Senegal and Côte d'Ivoire arising from mine closure liabilities 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.
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 2023 |
31 December 2022 |
|
| Short-term benefits | 12.5 | 13.3 |
| Share-based payments | 11.3 | 14.2 |
| Termination benefits | 0.8 | 2.4 |
| Total | 24.6 | 29.9 |
On 4 January 2024, Sébastien de Montessus' position as President and Chief Executive Officer and Executive Director of Endeavour Mining plc was terminated with immediate effect. In accordance with Mr de Montessus' service agreement and the Directors' Remuneration Policy, Mr de Montessus forfeited any annual bonus in respect of the financial years 2023 or 2024 and unvested share awards in relation to the 2022 and 2023 LTIP plans of 717,397 shares. In addition, the Remuneration Committee exercised its discretion to apply clawback in full to the \$10.0 million one-off award granted to Mr de Montessus in 2021 and the \$1.5 million cash portion of the bonus received for 2022 to be set off against Mr de Montessus' remaining vested 2020 LTIP award and the vested portion of his 2021 LTIP award. The impact of the forfeiture and clawback of bonuses and share awards were credits to short-term benefits of \$2.7 million (see note 5c) and share-based payments of \$10.3 million (see note 7). In addition, the clawback of the \$10 million one-off award was credited to acquisition and restructuring costs in other expense, which was originally charged when it was awarded in 2021 (see note 5d).
During the course of the investigation, the Company was made aware of a personal investment contract agreement, dated 12 November 2019, between Mr de Montessus and One Continent Investments Limited ("OCI"), a 49% shareholder in Néré, which purchased the Karma Mine from the Group in March 2022 for a total consideration of \$20 million (see Note 4b). OCI was previously not declared as a related party and despite the extensive forensic investigation, the Company does not have access to Mr de Montessus personal records to verify the existence and extent of any potential investment held and to what extent Mr de Montessus directly profited from this relationship.
For enhanced disclosure to the reader of these financial statements, transactions between the Company, OCI and Néré have been disclosed below:
(Expressed in Millions of United States Dollars, except per share amounts)
longer depreciated or amortised.
the continuing operations.
d. INVENTORIES
12 months.
c. CASH AND CASH EQUIVALENTS
term investments with terms of three months or less.
12
- Payment from Endeavour to OCI in May 2022 of \$2.2 million representing the working capital adjustment on closing the sale of the Group's 90% interest in the Karma to Néré. Entity Registration Number
- The consideration 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; (ii) a contingent payment of up to \$10.0 million payable twelve months after closing; and (iii) a 2.5% NSR on all ounces produced by the Karma mine in excess of 160,000 ounces of recovered gold from 1 January 2022. Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986
- During the year ended 31 December 2022, Endeavour wrote off \$4.0 million of the deferred cash payment based on the non-performance of grave relocation deliverable within a specific time period and recognised \$1.0 million expected credit loss provision on the remainder of the deferred cash payment. Ity Holdings UK Limited 14490625 a. FOREIGN CURRENCY TRANSLATION
The balances between the Company and Néré at 31 December are summarised below: 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
| 31 December 2023 |
31 December 2022 |
|---|---|
| — | — |
| 5.0 | — |
| — | 5.0 |
| 6.6 | 6.5 |
| currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's YEAR ENDED 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 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
and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings.
presented separately from the other assets and liabilities in the balance sheet.
certain restrictions that may be in place are classified as other financial assets.
extent of surplus items and a provision is made for any potential loss upon disposal.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are
operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows
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
attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of
Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to
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
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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
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
(Expressed in Millions of United States Dollars, except per share amounts)
b. 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 |
Held By | Proportion of ownership interest and voting |
power held Registered Address | |
|---|---|---|---|---|---|---|
| Group % Holding |
% Holding |
|||||
| Endeavour Gold Corporation |
Corporate | Cayman | Endeavour Mining plc | 100 % | 100 % 5 Young Street, W8 5EH, London | |
| Avnel Gold Mining Limited |
Holding | Guernsey | Endeavour Gold Corporation |
100 % | 100 % Les Echelons Court, Les Echelons, St. Peter Port, Guernsey GY1 1AR |
|
| Kalana Holdings | Holding | Cayman | Avnel Gold Mining Limited |
100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Société des Mines d'Or de Kalana SA |
Operations | Mali | Kalana Holdings | 80 % | 80 % Badalabougou Est, rue 12, villa n °5, 03 BP 68 Bamako 03 République du Mali |
|
| Arion Construction S.àr.l |
Corporate | Côte d'Ivoire | Endeavour Gold Corporation |
100 % | 100 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan 08, République de Côte d'Ivoire |
|
| Endeavour Aviation S.A.R.L |
Corporate | Côte d'Ivoire | Endeavour Gold Corporation |
100 % | 100 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan 08, République de Côte d'Ivoire |
|
| Endeavour Canada Holdings Corporation |
Corporate | Canada | Endeavour Gold Corporation |
100 % | 100 % 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
|
| Boss Gold SARL | Exploration | Burkina Faso | Endeavour Canada Holdings Corporation |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
|
| Boss Minerals SARL | Exploration | Burkina Faso | Endeavour Canada Holdings Corporation |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
|
| Houndé Holdings Ltd | Holding | Barbados | Endeavour Canada Holdings Corporation |
100 % | 100 % Radley Court, Upper Collymore Rock, St. Michael, Barbados BB14004 |
|
| Avion Mali West Exploration S.A. |
Exploration | Mali | Houndé Holdings Ltd | 100 % | 100 % Badalabougou Est, rue 12, villa n °5, 03 BP 68 Bamako 03 République du Mali |
|
| Bouéré-Dohoun Gold Operation SA |
Operations | Burkina Faso | Houndé Holdings Ltd | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP 9214 Ouagadougou 06, Burkina Faso |
|
| Burkina Faso Exploration Limited |
Holding | Jersey | Houndé Holdings Ltd | 100 % | 100 % 22-24 Seale Street, St Helier, JE2 3QG, Jersey |
|
| Avion Gold (Burkina Faso) S.àr.l. |
Exploration | Burkina Faso | Burkina Faso Exploration Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
|
| Burkina Faso Gold Exploration S.àr.l. |
Exploration | Burkina Faso | Burkina Faso Exploration Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
|
| Burkina Faso Gold S.àr.l. |
Exploration | Burkina Faso | Burkina Faso Exploration Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
|
| Houndé Gold Operation SA |
Operations | Burkina Faso | Houndé Holdings Ltd | 90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP 9214 Ouagadougou 06, Burkina Faso |
|
| Massawa (Jersey) Limited |
Holding | Jersey | Endeavour Canada Holdings Corporation |
100 % | 100 % 2nd Floor Sir Walter Raleigh House, 48-50 Esplanade, St |
Helier, Jersey, JE2 3QB
(Expressed in Millions of United States Dollars, except per share amounts)
12
12 months.
| Entity | Principal | Place of incorporation and |
Proportion of ownership interest and voting |
Registration Number |
||
|---|---|---|---|---|---|---|
| Entity Endeavour Management Services London Limited |
activity | operation | Held By | power held Registered Address 10342431 |
||
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) | Group % Holding |
% Holding |
OC425911 | |||
| Lafigué Holdings UK Limited Orbis Gold Pty Ltd Ity Holdings UK Limited |
Holding | Australia | Endeavour Canada Holdings Corporation |
100 % | 14490986 100 % SmallCap Corporate Pty. Ltd., 14490625 Suite 1, 295 Rokeby Road, Subiaco, WA 6008, Australia |
|
| a. FOREIGN CURRENCY TRANSLATION MET BF Pty. Ltd |
Holding | Australia | Orbis Gold Pty Ltd | 100 % | 100 % SmallCap Corporate Pty. Ltd., Suite 1, 295 Rokeby Road, The presentation and functional currency of the Company is the US dollar. The individual financial statements of each Subiaco, WA 6008, Australia subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional |
|
| Sabodala Gold (Mauritius) Limited |
Exploration | Mauritius | Endeavour Canada Holdings functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
100 % | currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's 100 % c/o Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at Cybercity, Ebene, 72201 |
|
| Sabodala Gold Operations SA |
Operations | Senegal | Sabodala Gold (Mauritius) Limited |
90 % | the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are 86 % 2 K Plaza, Route du Méridien retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Président, Almadies, Dakar, measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the Sénégal |
|
| transaction. | Massawa (Jersey) Limited |
90 % | 4 % | |||
| b. Sabodala Mining Company SARL |
Exploration | Senegal | DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Sabodala Gold (Mauritius) Limited |
100 % | 100 % 2 K Plaza, Route du Méridien Président, Almadies, Dakar, Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value Sénégal will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as |
|
| Sabodala Holding Limited longer depreciated or amortised. |
Holding | British Virgin Islands |
Endeavour Canada Holdings Corporation |
100 % | met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present 100 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less Box 71, Road Town, Tortola cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no VG1110 |
|
| Teranga Gold (B.V.I) Corporation |
Holding | British Virgin Islands |
Endeavour Canada Holdings Corporation |
100 % | 100 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for Box 71, Road Town, Tortola sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains VG1110 |
|
| Oromin Joint Venture Group Ltd. |
Holding | British Virgin Islands |
and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. Sabodala Holding Limited |
100 % | 44 % Mourant Governance Services (Cayman) Limited, 94 Solaris Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are |
|
| Teranga Gold Burkina presented separately from the other assets and liabilities in the balance sheet. Faso (B.V.I.) Corporation |
100 % | 57 % | Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and |
|||
| Savary A1 Inc | Holding | British Virgin Islands |
Endeavour Canada Holdings Corporation |
100 % | which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated 100 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired Tortola, VG1110 exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when |
|
| Joint Venture BF1 Inc | Holding | British Virgin Islands |
Savary A1 Inc operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
75 % | the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued 75 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110 attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of |
|
| the continuing operations. Houndé Exploration BF1 Inc |
Holding | British Virgin Islands |
Joint Venture BF1 Inc | 75 % | 100 % PO Box 173, Road Town, Tortola, VG1110 |
|
| c. CASH AND CASH EQUIVALENTS Houndé Exploration BF S.àr.l. term investments with terms of three months or less. |
Exploration | Burkina Faso | Houndé Exploration BF1 Inc |
75 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short Section B Lot 35 Parcelle 9, 13 BP 60 Ouagadougou 13, Burkina Faso |
|
| Sarama JV Holdings Limited |
Holding | British Virgin Islands |
Joint Venture BF1 Inc certain restrictions that may be in place are classified as other financial assets. |
75 % | Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to 100 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110 |
|
| d. INVENTORIES Sarama JV Mining S.àr.l. |
Exploration | Burkina Faso | Sarama JV Holdings Limited extent of surplus items and a provision is made for any potential loss upon disposal. |
75 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is BP 818 CMS Ouagadougou 11, determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the Burkina Faso |
|
| Semafo (Barbados) Limited |
Holding | Barbados | Endeavour Canada Holdings Corporation |
100 % | 100 % Radley Court, Upper Collymore Rock, St. Michael, Barbados Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net BB14004 realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and |
|
| African GeoMin Mining Development Corporation Ltd |
Holding | Barbados | Semafo (Barbados) Limited |
100 % | depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of 100 % Radley Court, Upper Collymore Rock, St. Michael, Barbados sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. BB14004 |
|
| Birimian Discovery S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited stockpiles are charged to cost of sales using the weighted average cost per ounce. |
100 % | Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in BP 1196 CMS Ouagadougou 11, Burkina Faso |
|
| Birimian Exploration S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining BP 1196 CMS Ouagadougou 11, interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of Burkina Faso |
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
Consolidated financial statements
Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
| Place of | Proportion of ownership | |||||
|---|---|---|---|---|---|---|
| Entity | Principal activity |
incorporation and operation |
Held By | interest and voting | power held Registered Address | |
| Group % Holding |
% Holding |
|||||
| Birimian Resources S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 CMS Ouagadougou 11, Burkina Faso |
|
| Burkina Geoservices S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 CMS Ouagadougou 11, Burkina Faso |
|
| Exploration Atacora S.àr.l. |
Exploration | Benin | Semafo (Barbados) Limited |
100 % | 100 % Ilot 6414 A M, Quartier Agori Aledjo, Abomey, Calavin, Cotonou, Bénin |
|
| Mana Minéral S.àr.l. | Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
|
| MET CI S.àr.l. | Exploration | Côte d'Ivoire | Semafo (Barbados) Limited |
100 % | 100 % Siège Endeavour Mining, rue du Lycée Technique, Cocody Danga, 06 BP 1334 Abidjan 06, Cote d'Ivoire |
|
| Resources Burkinor S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
|
| Resources Tangayen S.àr.l. |
Exploration | Burkina Faso | Semafo (Barbados) Limited |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
|
| Semafo Burkina Faso SA |
Operations | Burkina Faso | Semafo (Barbados) Limited |
90 % | 90 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
|
| SGML (Capital) Limited |
Holding | Mauritius | Endeavour Canada Holdings Corporation |
100 % | 100 % c/o Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 |
|
| Taurus Gold Afema Holdings Ltd |
Holding | British Virgin Islands |
Endeavour Canada Holdings Corporation |
51 % | 51 % c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110 |
|
| Afema Gold SA | Operations | Côte d'Ivoire | Taurus Gold Afema Holdings Ltd |
46 % | 90 % 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 | Taurus Gold Afema Holdings Ltd |
51 % | 100 % Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28 |
|
| Teranga Exploration (Ivory Coast) SARL |
Exploration | Côte d'Ivoire | Endeavour Canada Holdings Corporation |
100 % | 100 % Siège Endeavour Mining, Cocody Danga, rue du Lycée Technique, 28 BP 1366, Abidjan 28, République de Côte d'Ivoire |
|
| Teranga Gold Burkina Faso (B.V.I.) Corporation |
Holding | British Virgin Islands |
Endeavour Canada Holdings Corporation |
100 % | 100 % c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110 |
|
| Endeavour Exploration Ltd |
Holding | Cayman | Endeavour Gold Corporation |
100 % | 100 % Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
|
| Bissa HoldCo S.àr.l. | Exploration | Burkina Faso | Endeavour Exploration Ltd |
100 % | 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
|
| Endeavour Guinée S.àr.l. |
Exploration | Guinée | Endeavour Exploration Ltd |
100 % | 100 % 5ème étage n°502, Résidence Joulia, Conakry |
|
| Endeavour Niger SA | Exploration | Niger | Endeavour Exploration Ltd |
70 % | 70 % 457 boulevard de l'indépendance, plateau, Niamey, BP 10.014 |
(Expressed in Millions of United States Dollars, except per share amounts)
12
12 months.
| Place of | Proportion of ownership | Registration | ||||
|---|---|---|---|---|---|---|
| Entity Entity |
Principal activity |
incorporation and operation |
Held By | interest and voting | Number power held Registered Address |
|
| Endeavour Management Services London Limited | West African Mining Services LLP (formerly Endeavour Mining Services LLP) | Group % Holding |
% Holding |
10342431 OC425911 |
||
| Lafigué Holdings UK Limited Endeavour Siguiri. Ity Holdings UK Limited |
Exploration | Guinée | Endeavour Exploration Ltd |
100 % | 14490986 100 % 5ème étage n°502, Résidence 14490625 Joulia, Conakry |
|
| Etruscan Resources a. FOREIGN CURRENCY TRANSLATION Côte d'Ivoire S.à.r.l. |
Exploration | Côte d'Ivoire | Endeavour Exploration Ltd |
100 % | 100 % Siège Endeavour Mining, Cocody Danga, rue du Lycée Technique, 25 BP 603 Abidjan 25, The presentation and functional currency of the Company is the US dollar. The individual financial statements of each République de Côte d'Ivoire subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional |
|
| Etruscan Resources Ghana Limited |
Exploration | Ghana | Endeavour Exploration Ltd functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the |
100 % | 100 % Y/B 15 Augusto Neto Road, currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity's Airport Residential Area, Accra |
|
| Endeavour Management Services Abidjan S.àr.l |
Corporate | Côte d'Ivoire | Endeavour Gold Corporation |
100 % | transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at 100 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Technique, 08 BP 872 Abidjan retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are 08, République de Côte d'Ivoire |
|
| Endeavour transaction. Management Services France b. |
Corporate | France | Endeavour Gold Corporation DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE |
100 % | measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the 100 % 19 boulevard Malesherbes 75008 Paris |
|
| Endeavour Management Services London Limited. |
Corporate | United Kingdom |
Endeavour Gold Corporation |
100 % | 100 % 5 Young Street, W8 5EH, London 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 |
|
| Endeavour Management longer depreciated or amortised. Services Monaco S.A.M. |
Corporate | Monaco | Endeavour Gold Corporation |
100 % | condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less 100 % 7 Boulevard des Moulins, Bureau cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no 76, Monaco 98000 |
|
| Hippocampus Mining Services S.àr.l |
Operations | Côte d'Ivoire | Endeavour Gold Corporation and losses on remeasurement are recognised in the consolidated statement of comprehensive earnings. |
100 % | If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for 100 % Abidjan, Cocody Danga, Siège sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan 08, République de Côte d'Ivoire |
|
| Ity Holdings UK Limited |
Holding | United Kingdom |
Endeavour Gold presented separately from the other assets and liabilities in the balance sheet. Corporation |
100 % | Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are 100 % 5 Young Street, W8 5EH, London |
|
| Keyman Investment S.A. |
Holding | Côte d'Ivoire | Ity Holdings UK Limited |
100 % | 100 % Abidjan, Cocody Danga, Siège A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and Endeavour Mining, Rue du Lycée which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated Technique, 08 BP 872 Abidjan plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired 08, République de Côte d'Ivoire |
|
| La Mancha Côte d'Ivoire S.àr.l. |
Exploration | Côte d'Ivoire | Ity Holdings UK Limited operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows |
100 % | exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when 100 % Abidjan, Cocody Danga, Siège the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued Endeavour Mining, rue du Lycée Technique, 06 BP 2220 Abidjan 06, République de Côte d'Ivoire attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of |
|
| the continuing operations. Société des Mines d'Ity SA c. CASH AND CASH EQUIVALENTS |
Operations | Côte d'Ivoire | Ity Holdings UK Limited |
85 % | 85 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan 08, République de Côte d'Ivoire Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short |
|
| Société des Mines term investments with terms of three months or less. de Daapleu SA |
Operations | Côte d'Ivoire | Ity Holdings UK Limited |
85 % | 85 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to 08, République de Côte d'Ivoire |
|
| Société des Mines de Floleu S.A d. INVENTORIES |
Operations | Côte d'Ivoire | certain restrictions that may be in place are classified as other financial assets. Ity Holdings UK Limited |
90 % | 90 % Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée Technique, 08 BP 872 Abidjan Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is 08, République de Côte d'Ivoire |
|
| Lafigué Holdings UK Limited |
Holding | United Kingdom |
Endeavour Gold extent of surplus items and a provision is made for any potential loss upon disposal. Corporation |
100 % | determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the 100 % 5 Young Street, W8 5EH, London |
|
| Société des Mines de Lafigué S.A |
Operations | Côte d'Ivoire | Lafigué Holdings UK Limited |
80 % | 80 % Abidjan, Cocody Danga, Siège Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net Endeavour Mining, Rue du Lycée realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and Technique, 08 BP 872 Abidjan depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of 08, République de Côte d'Ivoire |
|
| Centre Commun de Fonctions Support Endeavour (CCFSE) GIE |
Corporate | Burkina Faso | Endeavour Gold Corporation |
100 % | sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. 100 % Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The BP 9214 Ouagadougou 06, cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in Burkina Faso |
|
| West African Mining Services LLP (formerly Endeavour Mining Services LLP) |
Corporate | United Kingdom |
stockpiles are charged to cost of sales using the weighted average cost per ounce. Endeavour Mining Plc |
— % | 100%1 5 Young Street, W8 5EH, London 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 |
1 West African Mining Services LLP is legally owned by its members and not Endeavour Mining Plc. However, the Group consolidates 100% of its results in accordance with the requirements of IFRS 10 Control. 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
(Expressed in Millions of United States Dollars, except per share amounts)
Disposal, amalgamations and dissolutions
For the year ended 31 December 2023
The following entities were sold as part of the disposal of Boungou and Wahgnion on 30 June 2023:
| • | Gryphon Minerals Burkina | • | Gryphon Minerals West Africa |
|---|---|---|---|
| Faso Pty Ltd | Pty Ltd | ||
| • | Gryphon Minerals Burkina | • | Loumana Holdings Ltd. |
- Semafo Boungou SA
- Teranga Gold (Australia) Pty Ltd
- Wahgnion Gold Operations SA
Endeavour Mining Corporation amalgamated into Endeavour Gold Corporation effective 29 December 2023 and no entities were dissolved during the year.
• Ressources Ferke S.àr.l.
For the year ended 31 December 2022
The following entities were sold as part of the disposal of Karma on 13 March 2022:
• Liguidi Holdco SARL
Faso SARL
• Liguidi Malguem JV S.àr.l. • Riverstone Karma SA
• Riverstone Resources Burkina
- Endeavour Exploration Burkina S.àr.l.
- Golden Star Exploration Burkina SA
The following entities were sold as part of a transaction to one of the Company's suppliers in December 2022:
S.àr.l.
- Nevsun Mali Exploration Ltd. SA
- Avion Mali Exploration S.A.
• Yatenga Holdings Limited SA • Karma Exploration S.àr.l. • Karma Mining Holdings Ltd.
• Bluebird Mali S.àr.l.
The following entities were amalgamated with Endeavour Canada Holdings Corporation effective 1 January 2022:
- Teranga Gold Corporation
- SEMAFO Inc
- Massawa SA
- True Gold Mining Inc
- Teranga Gold (Ivory Coast) Corporation
- Endeavour Management Services Halifax Ltd • Blue Gold Mining Inc
• Avion Gold Corporation
- Burkina Gold Corporation • Teranga Gold (Mohanta) Corporation
- Teranga Gold (Senegal) Corporation
- Teranga Gold (Burkina Faso) Corporation
-
Oromin Explorations Ltd
-
The following entities were dissolved in December 2022:
- Ity Holdings
- Lafigué Holdings
- Resources Fitini S.àr.l.
- Resources Mouhoun S.àr.l.
- Resources Ouango S.àr.l.
(Expressed in Millions of United States Dollars, except per share amounts)
23. SEGMENTED INFORMATION
12 months.
12
The Group operates in four principal countries, Burkina Faso (Houndé and Mana 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 2023. Entity Registration Number Endeavour Management Services London Limited 10342431 West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625 a. FOREIGN CURRENCY TRANSLATION
| condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less | |||||||
|---|---|---|---|---|---|---|---|
| met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present Earnings/(loss) from mine operations |
297.3 | 262.4 | 14.5 | 181.4 | (10.3) | 745.3 | |
| Royalties will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as |
(36.5) | (45.8) | (18.7) | (32.7) | — | (133.7) | |
| b. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Depreciation and depletion Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value |
(83.2) | (88.6) | (80.8) | (185.5) | (10.3) | (448.4) | |
| Operating expenses | (222.4) | (216.8) | (176.2) | (171.8) | — | (787.2) | |
| Cost of sales transaction. |
|||||||
| retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are Revenue measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the |
639.4 | 613.6 | 290.2 | 571.4 | — | 2,114.6 | |
| the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are Revenue |
|||||||
| 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 |
Ity Mine |
Houndé Mine |
Mana Mine |
Sabodala Massawa Mine |
Other | Total | |
| 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 YEAR ENDED 31 DECEMBER 2023 |
| 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 (124.5) exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when |
|---|
| (720.0) (476.0) |
| 2,069.0 Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are |
| If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for Total sale, an impairment loss is recognised in the consolidated statement of comprehensive earnings. Any subsequent gains |
| cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no |
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 31 December 2023 or 31 December 2022. 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.
The Company's assets and liabilities, including geographic location of those assets and liabilities, are detailed below: c. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
| term investments with terms of three months or less. | ||||||
|---|---|---|---|---|---|---|
| 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. |
Ity Mine Côte d'Ivoire |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Sabodala Massawa Mine Senegal |
Other | Total |
| d. INVENTORIES Balances as at 31 December 2023 |
||||||
| Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is Current assets determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the |
315.2 | 202.0 | 92.2 | 238.2 | 272.6 | 1,120.2 |
| extent of surplus items and a provision is made for any potential loss upon disposal. Mining interests |
461.7 | 444.9 | 417.1 | 2,003.5 | 829.9 | 4,157.1 |
| Goodwill Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net |
— | — | 39.6 | 94.8 | — | 134.4 |
| realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and Other long-term assets |
71.7 | 52.7 | 10.9 | 227.0 | 84.5 | 446.8 |
| depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of Total assets sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form. |
848.6 | 699.6 | 559.8 | 2,563.5 | 1,187.0 | 5,858.5 |
| Current liabilities | 182.0 | 73.4 | 51.6 | 201.0 | 105.4 | 613.4 |
| Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. The Other long-term liabilities cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in |
45.5 | 56.1 | 72.4 | 384.6 | 1,138.2 | 1,696.8 |
| stockpiles are charged to cost of sales using the weighted average cost per ounce. Total liabilities |
227.5 | 129.5 | 124.0 | 585.6 | 1,243.6 | 2,310.2 |
| For the year ended 31 December 2023 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 Additions/expenditures on mining interests |
117.6 | 75.3 | 85.6 | 274.1 | 289.3 | 841.9 |
| 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 62
Consolidated financial statements Notes to the consolidated financial statements continued
(Expressed in Millions of United States Dollars, except per share amounts)
| Discontinued Operations | ||||||||
|---|---|---|---|---|---|---|---|---|
| Ity Mine Côte d'Ivoire |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Sabodala Massawa Mine Senegal |
Boungou Mine Burkina Faso |
Wahgnion Mine Burkina Faso |
Other | Total | |
| Balances as at 31 December 2022 | ||||||||
| Current assets | 288.8 | 229.4 | 212.5 | 259.0 | 120.5 | 65.1 | 271.1 | 1,446.4 |
| Mining interests | 409.4 | 463.1 | 414.2 | 1,969.2 | 254.2 | 313.1 | 693.8 | 4,517.0 |
| Goodwill | — | — | 39.6 | 94.8 | — | — | — | 134.4 |
| Other long-term assets | 63.3 | 45.6 | 9.8 | 122.1 | 9.9 | 18.9 | 47.3 | 316.9 |
| Total assets | 761.5 | 738.1 | 676.1 | 2,445.1 | 384.6 | 397.1 | 1,012.2 | 6,414.7 |
| Current liabilities | 126.3 | 67.8 | 56.9 | 210.9 | 42.0 | 50.1 | 491.6 | 1,045.6 |
| Other long-term liabilities | 68.7 | 61.0 | 80.5 | 396.9 | 68.1 | 28.6 | 578.0 | 1,281.8 |
| Total liabilities | 195.0 | 128.8 | 137.4 | 607.8 | 110.1 | 78.7 | 1,069.6 | 2,327.4 |
| For the year ended 31 December 2022 | ||||||||
| Additions/expenditures on mining interests |
70.3 | 73.9 | 72.2 | 162.7 | 34.6 | 62.0 | 70.5 | 546.2 |
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 2023 |
31 December 2022 |
|
|---|---|---|
| Equity | 3,548.3 | 4,087.3 |
| Current portion of long-term debt | 8.5 | 336.6 |
| Long-term debt | 1,059.9 | 488.1 |
| Lease liabilities | 42.2 | 47.1 |
| 4,658.9 | 4,959.1 | |
| Less: | ||
| Cash and cash equivalents | (517.2) | (951.1) |
| Restricted cash | (41.1) | (39.5) |
| Total | 4,100.6 | 3,968.5 |
The Group manages its capital structure by considering changes to the 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 2023 and 31 December 2022, the Group was in compliance with these covenants.
(Expressed in Millions of United States Dollars, except per share amounts)
12
25. COMMITMENTS AND CONTINGENCIES
the continuing operations.
d. INVENTORIES
12 months.
c. CASH AND CASH EQUIVALENTS
term investments with terms of three months or less.
certain restrictions that may be in place are classified as other financial assets.
extent of surplus items and a provision is made for any potential loss upon disposal.
stockpiles are charged to cost of sales using the weighted average cost per ounce.
The Group has commitments in place at all four of its mines and as at 31 December 2023, the Group had approximately \$40.3 million in commitments relating to ongoing capital projects at its various mines. Entity Number Endeavour Management Services London Limited 10342431
During 2022, the Group launched the expansion of the Sabodala-Massawa mine by supplementing the current CIL plant with a BIOX®plant (including development of Solar Plant) as well as the construction of the Lafigué project. As at 31 December 2023, the Group has approximately \$73.2 million and \$81.3 million in commitments outstanding respectively. West African Mining Services LLP (formerly Endeavour Mining Services LLP) OC425911 Lafigué Holdings UK Limited 14490986 Ity Holdings UK Limited 14490625
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 also assessed potential claims and contingencies from the former CEO's misconduct, such as legal claims from shareholders, regulatory inquiries and legal proceedings taken by the former CEO. Two class action lawsuits were brought against the Company subsequent to 31 December 2023 related to the CEO dismissal - for further details refer to note 26. 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. 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.
The Group's mining and exploration activities are subject to various laws and regulations including but not limited to governing the protection of the environment, promoting local procurement and safety of employees. 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. b. 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
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 separate production 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 2023 and as at 31 December 2023, 74,417 ounces are still to be delivered under the Fixed Delivery Period. 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
attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of
Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-
Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to
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
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. The cost of ore stockpiles is increased based on the related current production costs for the period, and decreases in
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
operations are presented separately in the consolidated statement of comprehensive earnings. The cash flows
Registration
(Expressed in Millions of United States Dollars, except per share amounts)
26. SUBSEQUENT EVENTS
CEO dismissal
On 4 January, the Company announced the termination of the contract of its former President and CEO, Sébastien de Montessus for serious misconduct following an investigation into an irregular payment instruction of \$5.9 million. In accordance with Mr de Montessus' service agreement and the Directors' Remuneration Policy Mr de Montessus will receive no further salary, pension or benefits for the period after his date of termination and will not be paid any annual bonus in respect of the financial years 2023 or 2024. On the date of termination, Mr de Montessus' unvested share awards over 717,397 shares lapsed in full.
On 18 January, the Company further announced its clawback decision in relation to former CEO's remuneration. The Remuneration Committee exercised its discretion to apply clawback in full to the \$10.0 million one-off award granted to Mr de Montessus in 2021 and the \$1.5 million cash portion of the bonus received for 2022. Part of the \$11.5 million will be set off against Mr de Montessus' remaining vested 2020 LTIP award and the vested portion of his 2021 LTIP award (worth c. \$8.8 million in aggregate based on the Company's share price as at 17 January 2024) and he is required to repay the remainder amounting to \$3.3 million which is included within other receivables (note 10b).
Interim dividend
On 22 January 2024, the Board of Directors of the Company announced its second interim dividend for 2023 of \$100.0 million or approximately \$0.41 per share, which was paid on 25 March 2024 to shareholders on the register at close on 23 February 2024.
Share buyback programme
Subsequent to 31 December 2023 and up to 22 March 2024, the Group has repurchased a total of 687,730 shares at an average price of \$18.39 for total cash outflows of \$12.6 million.
Additional draw downs on RCF and Lafigué term loan
Subsequent to 31 December 2023 and up to 27 March 2024, the Group had a further drawdown of \$180 million on the RCF and \$40 million on the Lafigué term loan.
Lilium arbitration filing
On 1 March 2024, the Group filed for arbitration proceedings against both Lilium and others in relation to certain claims under the terms of the sale and purchase agreement and in terms of the two stand-by letters of credit concerning the failure to fulfil and honour the payment obligations under the agreements.
Class action lawsuits
In February 2024, a proposed class action was filed in Ontario, Canada against Endeavour, and certain of its current and former officers and directors and in March 2024 a second overlapping claim was filed in Ontario, Canada with both actions asserting various claims including alleged misrepresentations relating to the consideration for the disposition of the Agbaou mine, including the \$5.9 million irregular payment directed by the former CEO, Sébastien de Montessus, and the quality of the Company's internal controls over financial reporting and governance structures. The first class action purports to be brought on behalf of a proposed class of persons and entities who acquired Common Shares between July 28, 2016 and January 4, 2024 and the second class action purports to be brought on behalf of a proposed class of persons and entities who acquired Common Shares between March 18, 2021 and January 4, 2024, and held some or all of such Common Shares as of at least January 4, 2024.
At this time, two class action claims have been filed in Ontario, Canada. These actions are both at a very preliminary stage and accordingly the likelihood of loss is not determinable. The Company believes it has defences to the claims, but it is not possible at this early stage to determine the outcome of the actions or the amount of loss, if any. In addition, save for requests for information and clarification, no regulatory or other authorities have been in contact with the Company. We have made no consideration of potential for fines or other penalties that may be placed on the Company in the event of a future investigation by such bodies.
Land claim
In January 2024, Société des Mines d'Ity, a subsidiary of the Company, received a written summons for the pre-emptive seizure of approximately \$15.2 million as security for a land compensation claim brought by a local family. The Company strongly disputes the quantum of the claim and views the temporary restriction as unlawful. The Company is actively defending its position in court and pursuing the immediate release of the cash restriction.