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Endeavour Mining PLC Audit Report / Information 2025

Mar 5, 2026

5068_10-k_2026-03-05_910bc9ac-9124-4d8a-a068-20731fbbab55.pdf

Audit Report / Information

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Independent auditor's report to the shareholders of Endeavour Mining plc 2
Consolidated statement of comprehensive earnings/(loss) 6
Consolidated statement of cash flows 7
Consolidated statement of financial position 8
Consolidated statement of changes in equity 9
Notes to the consolidated financial statements
1 Description of business and nature of operations 10
2 Basis of presentation and material accounting policies 10
3 Critical judgements and key estimates 17
4 Divestitures 20
5 Earnings from operations 20
6 Impairment of mining interests 23
7 Share capital 25
8 Financial instruments and related risks 27
9 Debt 32
10 Trade and other receivables 34
11 Inventories 36
12 Mining interests 36
13 Goodwill 37
14 Other financial assets 37
15 Trade and other payables 38
16 Deferred revenue 39
17 Lease liabilities 39
18 Other financial liabilities 40
19 Environmental rehabilitation provision 40
20 Non-controlling interests 41
21 Supplementary cash flow information 41
22 Income taxes 44
23 Related party transactions 46
24 Segmented information 52
25 Capital management 54
26 Commitments and contingencies 54
27 Subsequent events 55

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 comprehensive (loss)/earnings as at December 31, 2025 and 2024, and consolidated statement of cash flows, consolidated statements of financial position, consolidated statement of changes in equity for the years then ended, and notes to the consolidated financial statements, including material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board ('IASB') and Interpretations (collectively IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with the 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 judgment, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. 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
Evaluation of impairment of mining interests and goodwillfor the Sabodala-Massawa and Mana cash generating units('CGUs'), including life of mine and reserves and resourcesestimates. Our procedures included the following:Evaluation of impairment models
Note 2E, 2F, 6, 12 and 13. In respect of the key estimates and assumptions used by management,our testing included:
The Group's mining interests, including property, plant andequipment and goodwill, represent its most significant assetsand total $3.8bn as at 31 December 2025.Cash generating units ('CGUs') to which goodwill is allocatedmust be tested annually for impairment. This involves the useof significant estimates and judgments to determine therecoverable amount.Management has performed an impairment assessment ofthe Sabodala-Massawa and Mana CGUs given goodwill hasbeen allocated to these CGUs as part of the purchase priceallocation ('PPA') accounting in prior periods.The preparation of the life of mine ('LOM') models used in theimpairment review requires management to make criticaljudgments and estimates regarding gold prices, reserves andresources, production rates, operating costs and capitalexpenditure, as well as economic variables such as discountrates.There is judgment in the determination of reserve andresources, which are a key input into the life of mine modelsas the driver of future economic benefit from operations.The value of the mining interests and goodwill, and nature ofassumptions results in significant management and auditorjudgment and is considered to be a key audit matter. –A comparison of the forecast gold price used by managementto market consensus data;–In conjunction with our internal valuations' experts, a criticalreview of the assumptions used in the calculation of thediscount rate used, as well as in the determination of the insitu multiples applied to unmodelled ounces; and–An assessment of the forecast cost, capital spend andproduction profiles against the approved mine plans, reservesand resources reports and historical performance.In addition, we assessed the integrity of formulae and the mathematicalaccuracy of management's valuation model.We compared the trading performance against budget/plan for 2025 toevaluate the quality of management's forecasting and, where underperformance against budget/plan was highlighted, evaluated the impacton the forecast.We held meetings with management (including mine managers,geologists, mining engineers) to understand and challenge theproduction, operating cost and capex forecast.We challenged management on the impact of climate change,considering the expected life of mine to establish whether this would bematerial on the cash flows of each CGU.We assessed management's sensitivity calculations in respect of goldprices, production, discount rates, and operating costs and performedadditional sensitivity analysis on the impairment models, whereconsidered necessary. We also considered the appropriateness, withreference to IAS 36, of related disclosures given in Note 6.Evaluation of reserves and resourcesWe challenged the level of reserves and resources, both modelled andunmodelled, in determining the recoverable amount – agreeing these tothe latest NI 43-101 reserves and resources statement.We appointed an auditor expert to perform a 'fatal flaw' assessment ofthe group's reserves and resource model methodology and keyassumptions, in order to determine that this is compliant with theprovisions of NI 43-101 and that there are no matters which wouldmaterially impact this compliance, individually or in aggregate.
We performed an assessment of management's internal experts'competence, capabilities and objectivity to ensure that the individualsperforming the Qualified Persons' sign offs on reserves and resourcereport are competent and capable of detecting errors within the resourcemodels and the scope of their work is appropriate to be used as auditevidence. Where management's external experts were relied on, we alsoassessed their independence.
We obtained the Qualified Person's Report(s) ("QPR") for the mines andreviewed the report to assess the following:
–Whether the scope of the QPR was appropriate for its purpose;
–Whether the report clearly confirms that the scope wasundertaken based on NI 43-101 requirements;
–Whether any restrictions were placed upon the Qualified Personin completing the review;
–Whether movements reconcile the mineral reserves from thequalified persons report from 2024 to 2025.
We performed testing on the reserves and resources inputs including:
–Assessment of changes to underlying key assumptions andtheir appropriateness based on our understanding of thebusiness and the wider industry environment;
–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 costsincluded in the reserves model;
–Assessment of any changes in cut-off grade in the current year;and
–Reviewing the sensitivity of mineral resource estimates as partof the impairment assessments for Mana and SabodalaMassawa and obtaining an understanding of the plan for themines in the following financial year and beyond to ensure thisis in line with management's projections.
Key observations:
Based on the work performed, we consider the estimates and judgmentsused in the valuation of goodwill and intangible assets to be reasonable,including those pertaining to reserves and resources.
Assessment of impairment of exploration and evaluation ofmineral resources assets (including licences related to Our procedures included the following:
Bantou and Nabanga) We challenged and assessed management's assessment of impairment
Note 2E, 2F and 6. triggers, in accordance with the provisions of IFRS 6, including thedecision to fully impair the Bantou and Nabanga project.
We have determined there is a higher assessed risk ofmaterial misstatement around non-near mine explorationprojects in Burkina Faso, primarily Bantou and Nabangaproperties (carrying values of $140m and $32m respectively), We considered the impact of security and geopolitical risk, whererelevant, on individual assets, in the determination of whetherimpairment triggers may exist.
due to: We checked the remaining term on the licences at both properties, tocheck the point of likely relinquishment.
–the geographic proximity to conflict zones–restricted access to site; and We held meetings with non-finance executive management in checkingthe decision to no longer pursue exploration activities, and to relinquishthe licences.
–heightened execution risk and forthcoming licenceexpiry. We checked that no further spend was anticipated against the projectsas per the exploration strategic plan and budgets.
There is judgment in assessing these assets for impairment inaccordance with IFRS 6 [para 18] at the year-end. As a result,this is a key audit matter. We assessed the information, including non-renewal of licences andabsence of planned expenditure for these projects in the budget. Thesefactors led to significant changes in judgment in the current financialyear, resulting in the impairment.
Key observations:
We found the key judgments made by management in assessing thecarrying value of the Bantou and Nabanga assets to be reasonable.
Assessment of the net realisable value of stockpiles in theSabodala-Massawa CGU Our procedures included the following:
Note 2D and 11 We assessed the adequacy of management's accounting policy inrespect of the net realisable value of stockpiles against the provisions ofIAS 2 – Inventories.
There is a higher assessed risk of material misstatement overthe net realisable value ('NRV') of the stockpiles, given thequantum of stockpiles classified as non-current, because ofthe timing of expected stockpile consumption.Whilst the risk is downward trending due to changes in goldprice forecasts, there is inherent judgment and estimationinvolved in the calculation of net realisable value which has We obtained management's calculation performed on a stockpile-bystockpile basis, calculating costs on a per tonne basis. We assessedmanagement's calculation of the stockpile costing and ensured it is inline with management's accounting policy, ensuring appropriateallocation of costs-to-complete, including rehandling, processing andselling costs.
resulted in this being a key audit matter for the year underaudit. We checked the tonnes held on the stockpile to the year-end third partyvolumetric surveys and considered the cost rates based on historicalaverage costs per tonne mined and the life-of-mine plans, consideringany individual stockpiles which may have a materially different costprofile. Furthermore, we assessed the independence, objectivity andcompetency of management's external expert.
We obtained management's feed plan to ascertain the timing of feed ofstockpiles, which has been compared to the life of mine plan to ensureconsistency with models used for impairment testing.
We compared management's forward-looking gold price, used in the netrealisable value calculation, to the real consensus forward pricinginformation, and considered whether this and associated NRV analysisadequately reflects the time value of money.
We challenged and checked key inputs to the model, including recoverycurves, grade, rehandling and processing costs by comparingmanagement's assumptions to historical data, source documentationand performing sensitivities to assess reasonableness.
We benchmarked recoveries against other available information forcomparable plants processing comparable ore and grades.
We performed sensitivity analysis on the grade and recovery factorsapplied by management and considered appropriate downside scenarios.
Key observations:
We found the key judgments made by management in assessing the netrealisable value of stockpiles to be appropriate.

Other Information

Management is 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.

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 these consolidated financial statements in accordance with IFRS Accounting Standards, 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 scepticism 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 Mark Cardiff.

/s/ BDO LLP Chartered Accountants London, UK 4 March 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Consolidated statement of comprehensive earnings/(loss)

(Expressed in Millions of United States Dollars, except per share amounts)

YEAR ENDED
Note 31 December2025 31 December2024
Revenue
Revenue 5A 4,233.9 2,675.9
Cost of sales
Operating expenses 5B (1,179.9) (1,007.4)
Depreciation and depletion 21D (633.9) (609.3)
Royalties (326.6) (190.5)
Earnings from mine operations 2,093.5 868.7
Corporate costs 5D (52.7) (47.3)
Other expenses 5E (88.3) (62.5)
Credit loss and impairment of financial assets 5F (23.2) (151.0)
Impairment of mining interests 6, 12 (193.4) (199.5)
Share-based compensation 7B (64.7) (21.4)
Exploration and evaluation costs (32.7) (19.2)
Earnings from operations 1,638.5 367.8
Other expense
Loss on financial instruments - net 8B (193.3) (142.7)
Finance costs - net 9 (101.9) (111.2)
Earnings before taxes 1,343.3 113.9
Income tax expense 22A (454.2) (348.5)
Net earnings/(loss) from continuing operations 889.1 (234.6)
Net loss from discontinued operations 4 (6.3)
Total earnings/(loss) and total comprehensive earnings/(loss) 889.1 (240.9)
Net earnings/(loss) from continuing operations attributable to:
Shareholders of Endeavour Mining plc 679.2 (293.9)
Non-controlling interests 20 209.9 59.3
889.1 (234.6)
Total earnings/(loss) attributable to:
Shareholders of Endeavour Mining plc 679.2 (300.2)
Non-controlling interests 20 209.9 59.3
889.1 (240.9)
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share 7F 2.80 (1.20)
Diluted earnings/(loss) per share 7F 2.74 (1.20)
Earnings/(loss) per share
Basic earnings/(loss) per share 7F 2.80 (1.23)
Diluted earnings/(loss) per share 7F 2.74 (1.23)

(Expressed in Millions of United States Dollars)

YEAR ENDED
Note 31 December2025 31 December2024
Operating activities
Earnings before taxes 1,343.2 113.9
Non-cash and other items 21A 1,213.2 1,074.1
Cash paid on settlement of DSUs and PSUs (3.0) (3.5)
Cash paid on settlement of financial instruments 8D (265.3) (86.8)
Cash received from gold prepayments 16 150.0
Government bonds purchases - VAT exchange 14D (18.5)
Income taxes paid (362.2) (296.0)
Operating cash flows before changes in working capital 1,907.4 951.7
Changes in working capital 21B (243.7) (2.1)
Operating cash flows generated from continuing operations 1,663.7 949.6
Operating cash flows used by discontinued operations 4 (6.3)
Cash generated from operating activities 1,663.7 943.3
Investing activities
Expenditures on mining interests 21C (530.4) (685.7)
Environmental rehabilitation expenditure 19 (2.0)
Changes in restricted cash 14 7.1 (25.3)
Proceeds from sale of financial assets 14 42.8
Purchase of financial assets 14 (4.3) (2.0)
Proceeds on disposal of fixed assets 12 1.0
Proceeds from settlement of consideration receivable 5F 20.8 40.2
Cash used in investing activities (507.8) (630.0)
Financing activities
Acquisition of shares in share buyback 7A (87.4) (39.2)
Payments from the settlement of tracker shares 18 (1.7) (1.1)
Dividends paid to minority shareholders 20 (119.1) (123.5)
Dividends paid to shareholders 7G (288.2) (200.0)
Proceeds of debt 21E 1,004.8 1,145.8
Repayment of debt 21E (1,531.3) (1,096.4)
Payment of financing fees and other 21E (90.3) (101.4)
Repayment of lease liabilities 21E (32.6) (23.3)
Cash used in financing activities (1,145.8) (439.1)
Effect of exchange rate changes on cash and cash equivalents 59.0 (7.2)
Increase/(decrease) in cash and cash equivalents* 69.1 (133.0)
Cash and cash equivalents including portion held for sale, beginning of period 384.2 517.2
Cash and cash equivalents, end of period* 453.3 384.2

* Cash and cash equivalents are net of bank overdrafts (nil at 31 December 2025; $13.1 million at 31 December 2024; nil at 31 December 2023)

Consolidated statement of financial position

(Expressed in Millions of United States Dollars)

Note As at 31December As at 31December2024
ASSETS 2025
Current
Cash and cash equivalents 453.3 397.3
Trade and other receivables 10 181.3 150.6
Inventories 11 430.6 339.2
Current portion of other financial assets 14 46.9 21.3
Prepaid expenses and other 45.1 56.4
1,157.2 964.8
Non-current
Mining interests 12 3,743.7 3,980.8
Goodwill 13 134.4 134.4
Non-current receivables 10 51.5 36.3
Other financial assets 14 89.4 80.2
Deferred tax assets 22C 42.1
Inventories 11 388.5 316.9
Total assets 5,606.8 5,513.4
LIABILITIES
Current
Trade and other payables 15 470.3 462.5
Lease liabilities 17 25.0 18.2
Current portion of debt 9 42.4 51.2
Overdraft facility 13.1
Other financial liabilities 18 9.0 63.1
Income taxes payable 22B 496.2 213.6
1,042.9 821.7
Non-current
Lease liabilities 17 63.8 31.8
Non-current portion of debt 9 554.5 1,060.0
Other financial liabilities 18 32.2 27.8
Environmental rehabilitation provision 19 147.9 119.5
Deferred tax liabilities 22C 347.4 459.7
Total liabilities 2,188.7 2,520.5
EQUITY
Share capital 7 2.4 2.5
Share premium 50.7 50.7
Other reserves 7H 630.5 598.2
Retained earningsEquity attributable to shareholders of Endeavour Mining plc 2,351.23,034.8 2,054.12,705.5
Non-controlling interests 20 383.3 287.4
Total equity 3,418.1 2,992.9
Total equity and liabilities 5,606.8 5,513.4

Registered No. 13280545

COMMITMENTS AND CONTINGENCIES (NOTE 26) SUBSEQUENT EVENTS (NOTE 27)

Approved by the Board: 4 March 2026

/s/Ian Cockerill Director

/s/Alison Baker Director

Consolidated statement of changes in equity

(Expressed in Millions of United States Dollars)

SHARE CAPITAL
Note ShareCapital 1 SharePremiumReserve OtherReserves(Note 7) RetainedEarnings TotalAttributabletoShareholders NonControllingInterests(Note 20) Total
At 1 January 2024 2.5 50.7 594.3 2,578.0 3,225.5 322.8 3,548.3
Purchase and cancellation of ownshares 7A 0.1 (37.2) (37.1) (37.1)
Net settlement and shares issued onexercise of PSUs (16.0) 13.5 (2.5) (2.5)
Share-based compensation 7B 19.8 19.8 19.8
Dividends paid 7G (200.0) (200.0) (200.0)
Dividends to non-controlling interests 20 (94.7) (94.7)
Total net and comprehensive (loss)/earnings (300.2) (300.2) 59.3 (240.9)
At 31 December 2024 2.5 50.7 598.2 2,054.1 2,705.5 287.4 2,992.9
At 1 January 2025 2.5 50.7 598.2 2,054.1 2,705.5 287.4 2,992.9
Purchase and cancellation of ownshares 7A (0.1) (85.3) (85.4) (85.4)
Net settlement and shares issued onexercise of PSUs (21.2) 19.4 (1.8) (1.8)
Share-based compensation 7B 53.5 53.5 53.5
Dividends paid 7G (288.2) (288.2) (288.2)
Dividends to non-controlling interests 20 (142.0) (142.0)
Change in ownership interests insubsidiaries2 20 (28.0) (28.0) 28.0
Total net and comprehensive earnings 679.2 679.2 209.9 889.1
At 31 December 2025 2.4 50.7 630.5 2,351.2 3,034.8 383.3 3,418.1
  1. Changes to share capital occurred in the year ended 31 December 2024, however are presented as zero due to the nominal amount of the change and due to all USD

amounts rounded to millions. 2. Change in ownership interests relates to the increase in non-controlling interests from 10% to 15% at Houndé and Mana, refer to note 20 for further details.

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 five 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's debt is listed on Euronext Dublin, trading on the Global Exchange Market ("GEM") (symbol EDVLN 7 05/28/30 REGS) 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 are presented in US dollars, except as otherwise indicated. References to CAD, 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 4 March 2026.

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 and 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 2Q below.

Going concern

The Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least March 2027. In their assessment, the Group has taken into account its financial position, expected future trading performance, debt and other available credit facilities, future debt servicing requirements, working capital and capital expenditure commitments and forecasts.

At 31 December 2025, the Group's net debt position was $157.5 million, calculated as the difference between the current and noncurrent portion of debt with a principal outstanding of $610.8 million and cash of $453.3 million. The Group's net debt position represents a reduction of $574.1 million and a reduction of principal outstanding of $518.1 million compared to 31 December 2024. The Group has current assets of $1,157.2 million and current liabilities of $1,042.9 million representing a net current asset position (current assets less current liabilities) of $114.3 million as at 31 December 2025, following the significant repayment of debt during the year. Cash flows from continuing operating activities for the year ended 31 December 2025 were inflows of $1,663.7 million. At 31 December 2025 the Group had $700.0 million available to draw on the RCF, with nil drawn, and access to short term loans and overdraft facilities for short term working capital requirements.

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 Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least March 2027 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, production volumes in line with annual guidance and the timing and quantum of upstream dividends.

The Board of Directors 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 2025.

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 23.

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:

Entity RegistrationNumber
Endeavour Management Services London Limited 10342431
Lafigué Holdings UK Limited 14490986
Ity Holdings UK Limited 14490625

The Group's guarantee under s479A creates a contingent liability, though no obligation is expected to arise given the Group's financial and operational support.

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).

B. Discontinued operations

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 resale. 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. The discontinued operation is with respect to the disposed Boungou and Wahgnion mines (note 4).

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.

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. In determining the net realisable value of stockpiles, discounting is not applied – see key estimates for further disclosure (note 3).

E. Mining interests

Mining interests include interests in mining properties and related plant and equipment. The cost of a mining interest or property acquired as an individual asset purchase or as part of a business combination represents its fair value at the date of acquisition.

Mining interests are classified as operating mine – mining interests when operating levels intended by management have been reached. Prior to this, they are classified as exploration and evaluation and development projects.

Mining properties are recorded at cost less accumulated depletion and impairment losses.

Exploration and evaluation and development projects 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 values 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 interest, mineral reserves, resources, and exploration potential at that date.

Capitalised costs associated with mining properties include the following:

  • Costs of direct acquisitions of production, development and exploration stage properties.
  • Costs attributed to mining properties acquired in connection with business combinations.
  • Expenditures related to the development of open pit surface mines, including engineering and metallurgical studies, drilling, and other costs to access the ore body.
  • Expenditures related to the development of underground mines including building of new declines, drifts and ramps.
  • Expenditures related to economically recoverable exploration.
  • Borrowing costs incurred directly attributable to the construction of qualifying assets.
  • Estimates of reclamation and closure costs.

Drilling and related costs that are incurred for general exploration, on sites without an existing mine, or on areas outside the boundary of a known mineral deposit which contains proven and probable reserves, are classified as greenfield exploration expenditures, and are expensed as incurred. At the stage when sufficient exploration activities have been performed 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.

Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves at either a development stage or production stage mine are also classified as brownfield activities and are capitalised as part of the carrying amount of the related property in the period incurred.

The carrying values of the Group's exploration and evaluation assets are carried at acquired costs until such time as the technical feasibility and commercial viability of extracting mineral resource from the assets is demonstrated, which occurs when the activities are designated as a development project and advancement of the project is considered economically feasible. At that time, the property and the related costs are reclassified as a development stage mining interest, though not yet subject to depletion, and remain capitalised. Prior to reclassification, the mining interest is assessed for impairment. Further exploration expenditures, subsequent to the establishment of economic feasibility, are capitalised and included in the carrying amount of the related property.

Borrowing costs are capitalised when they are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that take a substantial period of time to get ready for their intended use or sale. Borrowing costs are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalised is calculated using a weighted average of the rates applicable to the relevant borrowings during the period. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

For the year ended 31 December 2024, borrowing costs of $6.0 million were capitalised related to the Lafigué term loan used exclusively for the development of the asset (note 9).

The commissioning of an underground mine typically occurs in phases, with certain phases being brought into production while deeper levels remain under construction. The shared infrastructures, such as declines, are assessed to determine whether they contribute to the production areas. Where they contribute to production, the attributable costs are transferred to depletable mining interests and start to be depreciated based on the units of production related to that phase. The costs transferred comprise costs directly attributable to producing zones or, where applicable, estimates of the portion of shared infrastructure that are attributed to the producing zones. The appropriateness of separate, distinct producing phases and zones is continually assessed for reasonableness and, where necessary, consolidated and reassessed in accordance with the pattern in which the related economic benefits are expected to be consumed.

The Group determines commencement of commercial production based on the following factors:

  • All major capital expenditures to bring the mine to the condition necessary for it to be capable for operating in the manner intended by management have been completed.
  • The completion of a reasonable period of testing of the mine plant and equipment.
  • The mine or mill has reached a pre-determined percentage of design capacity.
  • The ability to sustain ongoing production of ore.

The list is not exhaustive, and each specific circumstance is considered before making the decision. 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.

Operating mine - 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.

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-of-production 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 - 10 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.

F. Impairment of mining interests and goodwill

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"), exploration and evaluation assets 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 CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of the fair value less cost of disposal ("FVLCD") and value in use ("VIU"). 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 real, post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or a CGU is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Impairment losses reverse in some circumstances. When an impairment loss subsequently reverses, it is recognised immediately in profit or loss. The carrying amount of the asset or a CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.

The Group performs goodwill impairment tests annually in the fourth quarter or when events and circumstances indicate that the carrying amounts may no longer be recoverable. In performing the impairment tests, the Group estimates the recoverable amount of its CGU that include goodwill and compares recoverable amounts to the CGU's carrying amount. If a CGU's carrying amount exceeds its recoverable amount, the Group reduces the carrying value of the CGU or group of CGUs by first reducing the carrying amount of the goodwill and then reducing the carrying amount of the remaining assets on a pro-rata basis. Impairment of goodwill cannot be reversed.

G. Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Group has the right to direct the use of the asset. At inception or on reassessment, due to modification, of a contract that contains a lease component the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Group recognises a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. When the rate implicit to the lease cannot be readily determined, the Group utilises its incremental borrowing rate in determining the present value of the future lease payments.

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 consolidated statement of comprehensive earnings/(loss) in the period incurred.

H. Income and deferred taxes

The Group recognises current income tax in the consolidated statement of comprehensive earnings/(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.

The Group uses the liability method of accounting for income taxes. 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 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 tax purposes where the local tax currency is not the same as the functional currency for certain non-monetary items. The translation gain or loss is recorded as deferred tax in the consolidated statement of comprehensive earnings/(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 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 offset 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.

Provisions for uncertain tax positions are recognised within current tax when management determines that it is probable that a payment will be made to the tax authority. The amount of the probable ultimate settlement with the related tax authority is recorded.

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 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 consolidated statement of comprehensive earnings/(loss).

Derecognition of financial assets and liabilities

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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.

The Group typically does not apply expected credit losses to sovereign debt or statutory receivables unless there is a significant increase in credit risk or instance of default.

Derivative financial instruments

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period.

The resulting gain or loss is recognised in profit or loss immediately as none of the derivatives are designated and effective as a hedging instrument.

Embedded derivatives

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 are treated as separate derivatives when they meet the definition of a derivative.

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.

Environmental rehabilitation provisions are measured at the expected value of future cash flows including expected inflation and discounted to their present value using the current market assessment of the time value of money. The unwinding of the discount, referred to as accretion expense, is included in finance costs and results in an increase in the amount of the provision.

When provisions for closure and environmental rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and environmental rehabilitation activities is recognised in mining interests and amortised over the expected useful life of the operation to which it relates.

Environmental rehabilitation provisions are updated annually for changes to expected cash flows and for the effect of changes in the discount rate, and the change in estimate is added or deducted from the related asset and depreciated over the expected useful life of the operation to which it relates.

K. Revenue recognition

Revenue from the sale of gold in bullion in 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 copper or silver content determined by the customer. 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 refining process is completed or at the point of shipment at the gold room at the mines depending on contractual terms. 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.

L. 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. 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 re-purchase 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.

M. 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. Dilutive potential ordinary shares are made up of equity-settled performance share units.

N. Share-based payment arrangements

The Company's share-based payment arrangements include deferred share units and performance 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, unless the employee or other providing similar services has the contractual right to receive the share-based payment in cash upon exercise.

The fair value of the estimated number of PSUs that will eventually vest, determined at the date of grant, is recognised as share-based compensation expense over the vesting period, with a corresponding amount recorded as equity or a liability based on settlement.

The fair value 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.

Cash-settled share-based payments 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.

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.

O. Employee benefit trust

The Employee Benefit Trust ("EBT") is considered to be a Special Purpose Entity and is accounted for under IFRS 10 and consolidated on the basis that the Company has control, thus the assets and liabilities of the EBT are included in the financial position and results of operations of the Group and the shares held by the EBT are presented as a deduction from equity.

P. Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Board and physically paid to shareholders. For final dividends, this is when approved by the shareholders at the AGM.

Q. Changes in accounting standards

The Group has adopted the following new IFRS standards for the annual period beginning on 1 January 2025:

Lack of Exchangeability - Amendments to IAS 21

The amendments require disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable.

The amendments had no impact on the Group's consolidated financial statements.

New standards, interpretations and amendments not yet effective

There are 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 annual reporting period beginning 1 January 2026:

  • Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)
  • Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

The following amendments are effective for the annual reporting period beginning 1 January 2027:

  • IFRS 18 Presentation and Disclosure in Financial Statements
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures

The Group is currently assessing the impact of these new accounting standards and amendments.

Apart from IFRS 18 and IFRS 9, 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.

IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.

Management is currently assessing the detailed implications of applying the new standard on the Group's consolidated financial statements.

The Group notes that from 1 January 2026, amendments to IFRS 9 will come into effect and be adopted by the Group. One area of impact will be the proposed changes to the derecognition of financial liabilities and financial assets. The Group currently derecognises financial assets on gold sale receivables on the customer remittance date rather than settlement date of the associated cash receipt, as permitted under extant accounting standards. The Group does not plan to restate the primary statements comparatives for the changes to IFRS 9.

Under the new IFRS 9 requirements, such derecognition will occur on settlement date, with effect from 1 January 2026. The table below summarises the amount that, due to the timing of gold sales at the end of the respective quarter end, were derecognised on remittance date, with the associated cash receipt being including in cash and cash equivalents, whereas settlement date was shortly after the quarter end.

31 December 30 September 30 June 31 March 31 December
2025 2025 2025 2025 2024
Gold sale cash receipts with settlement date after period end 36.5 24.5 30.5 133.2 16.7

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 19);
  • 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 when determining the recoverability of receivables, which may include trade receivables, other receivables, as well as receivables recognised for consideration due from the sale of assets or CGUs (note 10).

The Group is required to estimate the ECL based on an assessment of the probability of default and the loss given default specific to each receivable. Where the receivable pertains to a trade receivable, a simplified approach is required. Where the receivable is not a trade receivable, the Group applies the general approach as defined under IFRS 9 – Financial instruments.

When applying the general approach, 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. A critical factor in applying the general approach is whether the credit risk of a loan or receivable has increased significantly relative to the credit risk at the date of initial recognition, as well as determining whether a counterparty is in default. The Group defines default periods based on a period of 30 days to 12 months past due, dependent on the counterparty and the commercial terms negotiated in relation to individual transactions.

Where the Group is exposed to receivables from governments, an assessment is made as to whether these sovereign receivables, other than VAT receivables, should be subject to expected credit loss. During times of increased uncertainty, the likelihood of a significant increase in credit risk occurring may be elevated for sovereign receivables that are deemed to be at the lower end of the investment grade range.

Where a significant increase in credit risk occurs since recognition, the financial asset is deemed to be in stage 2. In these circumstances, the Group recognises a lifetime expected credit loss, with any interest income continuing to be recognised on a gross basis.

Stage 3 is where the financial asset is credit impaired. For financial assets in stage 3, the Group continues to recognise a lifetime expected credit loss, but any interest income is recognised on a net basis. This means that interest income will be calculated based on the gross carrying amount of the financial asset less ECL.

Lilium expected credit losses

On 30 June 2023, the Group completed the sale of its 90% interest in the Boungou and Wahgnion cash-generating units. In the period subsequent to the divestiture, but prior to 31 December 2023, the Group assessed that there was a significant increase in credit risk associated with the counterparty due to the continued delayed payment of consideration amounts.

As at 31 December 2023 a $22.7 million expected credit loss was recognised. This expected credit loss took into account the combined probability of default and loss given default based on facts and circumstances available at that date, as well as events occurring in the period subsequent to the year end, but prior to the approval of the financial statements for the year then ended.

During the period from 1 January 2024 to 27 August 2024, the Group continued to assess the credit risk associated with the receivables from Lilium Mining Group. Reflecting the lengthy arbitration proceedings, and the increased default risk associated with the counterparty, the expected credit loss on the receivables from the sale of the Boungou and Wahgnion mines was increased by a further $10.8 million in the second quarter of the year.

As disclosed in note 5F, on 27 August 2024, following internal commercial and strategic review, the Group and Lilium signed a settlement agreement, involving the State of Burkina Faso ("the State"), in respect of the divestment of the disposal group.

A total derecognition and impairment loss of $112.2 million was recognised (in addition to the $10.8 million expected credit loss movement in the year) comprising the write-down of financial assets both held at amortised cost and at fair value through profit and loss (the latter which are not subject to expected credit losses).

Expected timing of value added tax refunds ("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. Where the timing of recovery is not expected to be within a year of the balance sheet date then the VAT balances are recorded as a non-current receivable. The credit loss provision reflecting the significant increase in risk associated to the recoverability of the balances due from the State of Burkina Faso has been applied proportionally against the current and non-current VAT receivable balances.

Determination of economic viability

Management has determined that exploratory drilling, evaluation and related costs incurred which have been capitalised are economically viable. Management uses several criteria in its assessments of economic viability and probability of future economic benefit including geological and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Capitalisation and depreciation of waste stripping

Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, among others, the expected life of mine stripping ratio for each separate open pit, the determination of what defines separate pits, and the expected ounces to be extracted from each component of a pit for which the stripping asset is depreciated.

Capitalisation and depreciation of underground development costs

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.

Assets held for sale

The Group applies judgement when determining whether an asset or disposal group should be classified as held for sale. For this to be the case, the asset or disposal group must be available for immediate sale in its present condition and its sale must be highly probable. The following factors are considered by management in determining whether a sale is highly probable: management must be committed to a plan to sell the asset or disposal group; an active programme to locate a buyer and complete the plan must have been initiated; the asset must be actively marketed for sale at a reasonable price; and the sale should be expected to be completed within 12 months of classification of the asset or disposal group as held for sale.

Commercial production

The Group applies judgement in determining when a mine reaches commercial production. The Group assesses a number of factors when making this judgement. The Group's Lafigué and BIOX projects both achieved commercial production on 1 August 2024, after which borrowing costs were recognised within finance costs in the Consolidated income statement and assets considered ready for use were reclassified from Assets Under Construction to appropriate asset classes and subsequently depreciated.

Indicators of impairment

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 longterm 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. Refer to note 6 for details of impairment assessments performed during the year.

Accounting for and classification of the settlement agreement

IFRS 5 requires that the resolution of uncertainties and contingencies that arise from the terms of the divestment of a disposal group that are directly related to its disposal in a prior period are included within discontinued operations. Adjustments that are not directly related to either the disposal terms or the operations of the disposal group prior to its disposal are included within continuing operations.

The Group has assessed that the expected credit loss provisions arising and reversals thereof and losses related to the settlement agreement with Lilium and the State of Burkina Faso are not directly related to the terms of the disposal of the Boungou and Wahgnion mines and are therefore reported within continuing operations (note 5F).

In addition, notwithstanding the requirements in IAS 36 Impairment of Assets to show separately the impact of impairment losses and losses on derecognition of financial assets carried at amortised cost, the Group has presented the losses on the derecognition and impairment of financial assets as one line item within the statement of comprehensive income. The Group considers this presentation to reflect the terms of the settlement agreement most accurately as the terms of the renegotiation were carried out as a single package. Any apportionment of the overall loss into separate components would not be of any additional value to the users of these financial statements.

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.

Key estimates

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Group's assets and liabilities within the year following 31 December 2025 are as follows:

Impairment of mining interests and goodwill

In determining the recoverable amounts of the Group's mining interests and goodwill, management makes estimates of the discounted future cash flows expected to be derived from the Group's mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions about gold's selling price, future capital expenditures, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates.

Reductions in gold price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Group's mining interests and/or goodwill (note 6 and 13).

Estimated recoverable ounces

The carrying amounts of the Group's mining interests are depleted based on the estimated recoverable ounces for each mine. Changes to estimates of recoverable ounces due to revisions to the Group's mine plans and changes in gold price forecasts can result in a change to future depletion rates.

Mineral reserves and resources

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. In order to calculate the gold mineral reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors and the accuracy of any mineral reserve or resource estimate is dependent on the quantity and quality of available data. Changes to management's assumptions including economic assumptions such as gold prices and market conditions could have a material effect in the future on the Group's financial position and results of operations.

Environmental rehabilitation costs

The provisions for rehabilitation are based on the expected costs of environmental rehabilitation and inputs used to determine the present value of such provisions and the related accretion expense using the information available at the reporting date. To the extent the actual costs differ from these estimates, adjustments will be recorded and the profit or loss and future cash flows may be impacted.

Inventories

The measurement of inventory and the determination of net realisable value involves the use of estimates. This is especially the case when determining the net realisable value of stockpiles. Estimation is required when determining completion costs to bring the stockpile inventory to a condition ready for sale, total tonnes included in the stockpiles and the grade and recoveries applied in recoverable gold contained therein. Other estimates include future gold prices, long and short-term usage, recovery rates, production cost forecasts and production plans. As part of the net realisable calculation, in determining the net realisable value of stockpiles, management has applied a judgement not to discount long-term stockpiles, to reflect an adjustment for the time value of money, when planned processing is later than 1 year. There is no defined requirement within IAS 2 to apply discounting and management notes the majority of gold producing companies do not apply discounting as per their accounting policies. Therefore to ensure comparability to other similar companies discounting has not been applied.

Estimation is also required when determining whether to recognise a provision for obsolete stock, with specific reference 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.

4. DIVESTITURES

The Group's net loss from discontinued operations comprised of the following divestitures:

YEAR ENDED
31 December 31 December
2025 2024
Boungou and Wahgnion1 (6.3)
Net loss from discontinued operations (6.3)
  1. Sold in June 2023. Included in the net loss from discontinued operations and operating cash flows from discontinued operations for the year ended 31 December 2024 is $6.3 million related to the settlement of historical tax liabilities as determined under the sale agreement of the Boungou mine.

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"). Subsequent to this, the Group and Lilium signed a settlement agreement, involving the State of Burkina Faso ("the State"), in respect of the divestment of the disposal group, whereby Lilium transferred the ownership of the Boungou and Wahgnion mines to the State. See note 5F. `

5. EARNINGS FROM OPERATIONS

The following tables summarise the significant components of earnings from operations.

A. Revenue

YEAR ENDED
31 December2025 31 December2024
Gold revenue 4,213.3 2,657.3
Silver revenue 17.1 13.9
Copper revenue 3.5 2.7
Other revenue 2.0
Revenue24 4,233.9 2,675.9

For the year ended 31 December 2025, the Group had three (31 December 2024: two) customers that individually account for more than 10% of the Group's total revenue. These customers represent approximately 65%, 21%, and 11% of total revenue respectively (31 December 2024: 57% and 41% respectively). However, 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 December2025 31 December2024
Supplies and consumables 398.4 278.3
Employee compensation 236.7 183.1
Contractor costs and overheads 619.3 525.5
Energy costs 257.4 254.0
Net change in inventories (114.6) (60.0)
Waste capitalisation (217.3) (173.5)
Operating expenses1 1,179.9 1,007.4
  1. Energy costs and waste capitalisation have been disaggregated from other categories. The prior year comparison balances have therefore been restated for comparability.

C. Employee compensation

YEAR ENDED
31 December2025 31 December2024
Wages and salaries 231.4 214.5
Social security costs 28.8 14.1
Other pension costs 4.0 0.9
Other staff costs 25.4 3.0
Employee compensation1 289.6 232.5
Categorised as:
Operating expenses 236.7 183.1
Corporate costs 32.7 26.0
Acquisition and restructuring costs 1.4 5.8
Exploration costs 18.8 17.6
Employee compensation1 289.6 232.5
  1. Due to the restatement of operating expenses (see note 5B), the prior year comparison balances have therefore been restated for comparability.

The Group had an average of 5,381 employees for the year ended 31 December 2025 (31 December 2024: an average of 5,659 employees). Employee compensation include key management personnel compensation (refer to note 23) and is net of amounts capitalised to mining interests of $18.8 million (31 December 2024: $18.0 million).

D. Corporate costs

YEAR ENDED
31 December2025 31 December2024
Employee compensation 32.7 26.0
Professional services 9.1 9.1
Other corporate expenses 10.9 12.2
Total corporate costs 52.7 47.3

E. Other expenses

YEAR ENDED
31 December2025 31 December2024
Disturbance costs 0.9 2.9
Acquisition and restructuring costs1 22.8 21.4
Community contributions 2.5 2.6
Loss/(gain) on disposal of assets 0.9 (3.7)
Legal and other2 14.6 21.6
Indirect tax claims3 46.6 8.3
Investigation costs 9.4
Other expenses 88.3 62.5
  1. Acquisition and restructuring costs includes $3.1 million in relation to contractor demobilisation costs at Mana, $7.7 million in relation to reserve uplift payable under the mining convention at Sabodala-Massawa, $6.4 million in relation to additional gold reserves added post 31 December 2016, in accordance with the price agreement reached with the Government of Côte d'Ivoire in May 2017 to increase Endeavour's stake in the Ity mine from 55% to 80% and $3.9 million transaction-related costs. The year ended 31 December 2024 balance includes $16.6 million in relation to Sabodala-Massawa employee settlement and $2.6 million in relation to labour severance and agreed contractor demobilisation costs at Mana.

  2. Legal and other costs includes $2.3 million of legal provisions, $1.9 million legal costs incurred in relation to cases, $8.6 million of stock and obsolescence provision costs. The year ended 31 December 2024 balance includes $8.6 million legal costs incurred in relation to cases and associated costs, $4.4 million in relation to transaction-related costs, $6.3 million in relation to other provisions and $2.5 million stock and obsolescence provision costs.

  3. Indirect tax claims costs includes $36.6 million of a 2% incremental royalty from the Government of Côte d'Ivoire at both Lafigué and Ity in respect of 2025 was conditionally accepted following initial disputes. Due to the exceptional circumstances, the cost has been included in this category. $3.3 million in relation to historical Massawa royalties and $4.7 million of customs findings and penalties costs. The year ended 31 December 2024 balance includes $8.3 million of business taxes.

F. Credit loss and impairment of financial assets

YEAR ENDED
31 December2025 31 December2024
Derecognition and impairment of financial assets - Lilium 112.2
Credit loss 12.7 27.0
Impairment of VAT and other receivables1 10.5 11.8
Total credit loss and impairment of financial assets 23.2 151.0
  1. The Impairment of VAT and other receivables balance includes the write-off of VAT amounts deemed to be non-recoverable of $10.5 million (year ended 31 December 2024: $10.1 million). The year ended 31 December 2024, includes the write-off of a receivable in relation to the CEO dismissal for $1.4 million (note 23A).

On 27 August 2024, the Group and Lilium signed a settlement agreement, involving the State of Burkina Faso ("the State"), in respect of the divestment of the disposal group. Pursuant to the Agreement, Lilium transferred the ownership of the Boungou and Wahgnion mines to the State and Endeavour was to receive:

  • Cash consideration of $60.0 million, of which $15.0 million to be received upfront, and $15.0 million and $30.0 million to be received by the end of Q3-2024 and the end of Q4-2024, respectively.
  • A 3% royalty on up to 400,000 ounces of gold sold from the Wahgnion mine. The fair value of the NSR at the settlement date was $22.0 million and was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production.

At 31 December 2025, all cash consideration from the State was received (31 December 2024: $19.8 million was receivable) and included in consideration receivable (note 10)) and the fair value of the NSR due from the State, which is included in other financial assets (note 14), was $16.6 million (31 December 2024: $23.5 million) and $6.7 million receivable relating to accrued and invoiced income on the NSR included in other receivables (note 10).

As a result of the settlement agreement, the Group recognised a loss for the difference between the carrying value of the outstanding financial assets due from Lilium and the fair value of the receivables due from the State. This resulted in a charge of $112.2 million being recognised in the year ended 31 December 2024, as detailed in the table below.

As at
27 August
2024
Trade and other receivables
Cash consideration 78.5
Deferred cash consideration 19.9
Other receivables 13.9
Other financial assets
Net smelter royalties 44.3
Deferred consideration 37.6
Total financial assets due from Lilium - net (as at transaction date) 194.2
Fair value of receivables due from the State (82.0)
Derecognition and impairment of financial assets 112.2

G. Audit and non-audit fees

The following table summarises total audit and non-audit fees incurred with the auditor of the Group, which are included in professional services as part of corporate costs:

YEAR ENDED
31 December2025 31 December2024
Audit services1 2.3 2.2
Agreed overrun in relation to prior year audit services 0.1 1.2
Audit-related assurance services2 0.4 0.4
Non-audit services3 0.5
Total Audit and non-audit fees 3.3 3.8
  1. Audit services are in respect of fees for the audit of the Endeavour Mining plc Annual Report and the audit of the Company's subsidiaries.

  2. Audit-related assurance services comprise fees paid to the auditors in respect of quarterly reviews.

  3. Non-audit services comprise of non-recurring fees paid to the auditors in respect of transaction and financing-related costs.

6. IMPAIRMENT OF MINING INTERESTS

For the year ended 31 December 2025 - operating mines

During the fourth quarter of 2025, 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 Group is also continuing to monitor the geopolitical environment in West Africa and its impact on its 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 2025 and no impairment arose. In the year ended 31 December 2025, the Group relinquished the Bouéré-Dohoun mining permit (Houndé segment) and recognised an impairment expense of $1.5 million in relation to the associated mining interests. There were no indicators of impairment identified at the Group's other mine site CGUs in the year that gave rise to an impairment.

The recoverable amounts of the CGUs were based on the future real post-tax cash flows expected to be derived from the Group's mining interests and represents the FVLCD, noting IAS 36 requires impairment to be assessed using the higher of VIU and FVLCD. 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 CIBC consensus average 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 - 2026 $4,069 $4,069
Gold price - 2027 $3,965 $3,965
Gold price - 2028 $3,819 $3,819
Gold price - 2029 $3,588 $3,588
Long-term gold price $3,137 $3,137
Mine life 15 years 8 years
Life of mine production (thousands of ounces) 5,486 1,235
Discount rate 8.5 % 11.0 %

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 $840.4 million and $3,009.1 million, 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 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:

Sabodala-Massawa Mana
Assumption Change in fair value Change in fair value
Decrease in metal prices of 5% $(396.7) $(97.8)
Increase in discount rate of 2% $(434.2) $(59.1)
Decrease in production of 10% $(802.2) $(227.2)
Increase in operating expenditures of 10% $(216.6) $(107.0)

For the year ended 31 December 2024 - operating mines

During the fourth quarter of 2024 the Group performed a review for indicators of impairment at each of the CGUs. As a result of this process, the Sabodala-Massawa and Mana CGUs were tested for impairment as at 31 December 2024. As a result of this assessment management determined that the Sabodala-Massawa and Mana mines were not impaired in the year ended 31 December 2024. There were no indicators of impairment identified at the Group's other mine site CGUs (Ity, Houndé and Lafigué) in the year.

The key assumptions used in the year ended 31 December 2024 FVLCD calculations:

Assumption SabodalaMassawa Mana
Gold price - 2025 $2,598 $2,598
Gold price - 2026 $2,551 $2,551
Gold price - 2027 $2,479 $2,479
Gold price - 2028 $2,402 $2,402
Long-term gold price $2,169 $2,169
Mine life 15 years 9 years
Life of mine production (thousands of ounces) 4,427 1,432
Discount rate 7.5 % 11.0 %

Management determined that the Sabodala-Massawa and Mana mines were not impaired in the year ended 31 December 2024.

Impairment of exploration and development assets

In the fourth quarter of the year ended 31 December 2025, the Group reviewed all exploration and evaluation assets for indicators of impairment. The review was performed against the criteria outlined in IFRS 6 – Exploration and evaluation assets. The annual review of the Group's exploration and evaluation assets forms part of the Group's accounting policy requirements.

In conjunction with this assessment, the Group considered the validity and tenure of exploration permits, whether these were in good standing and if any further exploration activity was planned. The Group also considers changes to reserves and resources, life of mine plans and management's forward-looking exploration strategy.

For permits in the renewal process, the Group evaluated the likelihood of approval based on past licence renewals and the current status. As at 31 December 2025, the carrying value of permits under renewal was $61.4 million (31 December 2024: $71.3 million).

For the year ended 31 December 2025 - Exploration assets

Following an assessment of impairment indicators during the fourth quarter of year ended 31 December 2025, the Group recognised an impairment loss of $182.4 million in relation to exploration assets.

The Group recognised an impairment loss of $139.7 million in relation to Bantou and $31.8million in relation to the Nabanga property in Burkina Faso, where the Group has deemed that the development of these properties is no longer aligned with the recent exploration strategy updated in the fourth quarter of 2025 and that there is a low probability of recovery of the carrying values currently through a sale of the named properties. A further $10.9 million impairment charge was recognised pertaining to other exploration properties and licences with no planned near-term activities and with no intention to renew the licences.

For the year ended 31 December 2024 - Exploration assets

For the year ending 31 December 2024, a similar review of exploration permits led to an impairment of exploration assets totalling $66.4 million. This included $62.1 million in relation to Golden Hill where the Group has deemed it unlikely that the expired permit will be renewed. The Group also recognised an impairment of $0.8 million in relation to the Fobiri property in Burkina Faso, where the relevant exploration licences were allowed to expire due to their lower prospectivity. A further $3.5 million impairment charge was recognised pertaining to other exploration properties and licences with no planned near-term activities and with no intention to renew the licences.

For the year ended 31 December 2025 - Development assets - Kalana

In the year ended 31 December 2025, the Group also recognised an impairment in relation to development assets of $9.5 million for the Kalana project. The impairment arose as a result of changes to management assumptions used in an updated valuation model relating to discount rates and resource conversion factors.

As at 31 December 2025, the recoverable amount of the CGU was calculated as $61.1 million, based on a Level 3 fair value measurement using a market-based valuation technique incorporating recent market evidence and indicative pricing from third parties, adjusted for specific factors including execution and resource conversion risks.

During the year ended 31 December 2025, the total impairment of exploration and development assets was $191.9 million.

For the year ended 31 December 2024 - Development assets - Kalana

In the year ended 31 December 2024, the Group also recognised an impairment in relation to development assets of $133.1 million for the Kalana project. The impairment arose as a result of changes to management assumptions around the risk attributable to the project, its resources, as well as to the risk-adjusted in-situ multiples.

As at 31 December 2024, the recoverable amount of the CGU was calculated as $71.0 million, based on an in-situ valuation model representing the FVLCD, a Level 3 fair value measurement. The in-situ valuation model was significantly influenced by changes in the reserves and resources base, associated conversion factors, and in-situ multiples. A 45% conversion factor and $60 per ounce multiple were applied in deriving the FVLCD based on the best estimate of assumptions as at 31 December 2024. Adjusting the conversion factor to 40% and the multiple to $50 per ounce results in a recoverable value of $51.0 million, while a 50% conversion factor and $70 per ounce multiple result in a recoverable value of $90.0 million.

During the year ended 31 December 2024, the total impairment of exploration and development assets was $199.5 million.

7. SHARE CAPITAL

2025 2024
Number Amount Number Amount
Ordinary share capital
As at 1 January 244.1 2.5 245.2 2.5
Shares issued on exercise of PSUs 0.7 0.8
Purchase and cancellation of own shares (3.5) (0.1) (1.9)
As at 31 December 241.3 2.4 244.1 2.5

A. Issued share capital as at 31 December 2025

241.3 million ordinary voting shares of $0.01 par value

– In March 2025, the Company received approval from the TSX to renew its Normal Course Issuer Bid ("NCIB") for its share buyback programme, with respect to its ordinary shares ("shares") in order to continue supplementing its shareholder returns. Under the NCIB, the Company may, over the 12-month period of the NCIB, repurchase up to a maximum of 13,902,435 shares, representing 10% of the public float of the shares issued and outstanding as of 9 March 2025. All shares repurchased under the share repurchase programme will be cancelled. The renewed NCIB commenced in March 2025 and ends in March 2026, or such earlier date as Endeavour may complete its purchases pursuant to the notice of intention filed with the TSX.

– During the year ended 31 December 2025, the Company repurchased a total of 3.5 million shares at an average price of $24.25 for a total amount of $85.3 million all of which was paid during the year. The cash outflow of $87.4 million includes amounts included as trade payables as at 31 December 2024 (in the year ended 31 December 2024, the Company repurchased a total of 1.9 million shares at an average price of $20.05 for a total amount of $37.2 million, of which $35.0 million was paid with the remainder included in trade payables).

B. Share-based compensation

The following table summarises the share-based compensation expense:

YEAR ENDED
31 December2025 31 December2024
Charges and change in fair value of PSUs 60.6 21.3
Charges and change in fair value of DSUs 4.1 0.1
Total share-based compensation1 64.7 21.4
  1. Share-based compensation includes an amount of $11.2 million related to cash settled PSUs and DSUs recognised as liabilities with the remaining portion of $53.5 million recognised directly in equity as they are equity settled (for the year ended 31 December 2024, share-based compensation included an amount of $1.6 million related to PSUs and DSUs recognised as liabilities with the remaining portion of $19.8 million recognised directly in equity).

C. Share unit plans

A summary of the changes in share unit plans is presented below:

DSUs Outstanding PSUs Outstanding
2025 2024 2025 2024
As at 1 January 92,202 83,903 3,623,567 2,923,346
Granted 14,669 21,857 2,897,682 1,861,172
Exercised (16,828) (1,073,808) (975,354)
Forfeited (520,408) (493,111)
Reinvested 3,748 3,270 175,959 121,003
Added by performance factor 327,381 186,511
At as 31 December 110,619 92,202 5,430,373 3,623,567

D. Deferred share units

The Group established a deferred share unit plan ("DSU") for the purposes of strengthening the alignment of interests between Non-Executive Directors of the Company and shareholders by linking a portion of the annual Director compensation to the future value of the Company's common shares. Upon establishing the DSU plan for Non-Executive Directors, the Company no longer grants options to Non-Executive Directors.

The DSU plan allows each Non-Executive Director to choose to receive, in the form of DSUs, all or a percentage of their Director's fees, which would otherwise be payable in cash. Compensation for serving on committees must be paid in the form of DSUs. The plan also provides for discretionary grants of additional DSUs by the Board. Each DSU vests upon award but is distributed only when the Director has ceased to be a member of the Board. Vested units are settled in cash based on the common share price at the date of settlement.

The fair value of the DSUs is determined based on multiplying the five day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period and is included in other financial liabilities (note 18).

E. Performance share units

The Group's long-term incentive plan ("LTI Plan") includes a portion of performance-linked share unit awards ("PSUs"), intended to increase the pay mix in favour of long-term equity-based compensation with a three-year cliff-vesting period serving as an employee retention mechanism.

The fair value of the PSUs is determined based on Total Shareholder Return ("TSR") relative to peer companies for 50% of the value of the PSUs, while the remaining 50% of the value of the PSUs granted is based on achieving certain operational performance measures. The vesting conditions related to the achievement of operational performance measures noted above are determined at the grant date and the number of units that are expected to vest is reassessed at each subsequent reporting period based on the estimated probability of reaching the operational targets. The key operational targets are determined annually and include:

  • For 2025 PSU grants: 2027 targets relate to ESG and biodiversity targets (15%), project development (12.5%), exploration targets (12.5%), and net debt (10%).
  • For 2024 PSU grants: 2026 targets relate to ESG and biodiversity targets (15%), project development (12.5%), exploration targets (12.5%), and net debt (10%).
  • 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 fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2024: 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2024: 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. The weighted average fair value of grants issued in the year ended 31 December 2025 is $23.62 per PSU (2024: $20.94 per PSU).

F. Basic and diluted earnings per share

Diluted net earnings per share was calculated based on the following:

YEAR ENDED
31 December2025 31 December2024
Earnings/(loss) continuing operations attributable to equity shareholders of the Company 679.2 (293.9)
Total earnings/(loss) attributable to equity shareholders of the Company 679.2 (300.2)
Shares (million)
Basic weighted average number of shares outstanding 242.3 244.8
Effect of dilutive potential ordinary shares1 5.2
Diluted weighted average number of shares outstanding 247.5 244.8
Total common shares outstanding 241.3 244.1
Total potential diluted common shares 246.6 247.3
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share 2.80 (1.20)
Diluted earnings/(loss) per share 2.74 (1.20)
Earnings/(loss) per share
Basic earnings/(loss) per share 2.80 (1.23)
Diluted earnings/(loss) per share 2.74 (1.23)
  1. At 31 December 2024, a total of 3.6 million PSUs were not included in the calculation of diluted earnings per share, because they were anti-dilutive.

G. Dividends

During the year ended 31 December 2025, the Company announced and paid its first interim dividend for 2025 of $150.0 million or approximately $0.62 per share to shareholders on the register at close on 26 September 2025, and announced and paid its second interim dividend for 2024 of $0.57 per share totalling $140.0 million to shareholders on the register at close on 14 March 2025. The total amount paid of $288.2 million is included in cash flows from financing activities

During the year ended 31 December 2024, the Company announced and paid its first interim dividend for 2024 of $0.41 per share totalling $100.0 million to shareholders on record at the close of business 12 September 2024, and announced and paid its second interim dividend for 2023 of $0.41 per share totalling $100.0 million to shareholders on record at the close of business 23 February 2024. The total amount paid of $200.0 million is included in cash flows from financing activities.

H. Other reserves

A summary of reserves is presented below:

CapitalRedemption Share-BasedPayment
Reserve1 Reserve Merger Reserve Total
As at 1 January 2024 0.3 97.3 496.7 594.3
Purchase and cancellation of own shares 0.1 0.1
Share-based compensation 19.8 19.8
Shares issued on exercise of options, warrants and PSUs (16.0) (16.0)
As at 31 December 2024 0.4 101.1 496.7 598.2
Share-based compensation 53.5 53.5
Shares issued on exercise of PSUs (21.2) (21.2)
As at 31 December 2025 0.4 133.4 496.7 630.5
  1. Changes to capital redemption reserve occurred in the year ended 31 December 2025, however they are presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.

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 scheme and share unit plans, net of amounts transferred to retained earnings on exercise or cancellation of instruments under the Company's share option scheme and share unit plans.

Merger reserve

The merger reserve contains the difference between the share capital of the Company and the net assets of Endeavour Mining Corporation ("EMC") when the reorganisation was completed in 2021. EMC was subsequently 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.

8. FINANCIAL INSTRUMENTS AND RELATED RISKS

A. Financial assets and liabilities

The Group's financial instruments are classified as follows:

Financialassets/liabilities atamortised cost Financialinstruments atfair valuethrough profitand loss("FVTPL")
Cash and cash equivalents X
Trade and other receivables X
Restricted cash X
Marketable securities X
Consideration receivable X
Other financial assets (including net smelter royalties) X
Trade and other payables X
Other financial liabilities X
Overdraft facility X
Senior Notes X
Embedded derivative on Senior Notes X
Revolving credit facilities X
Lafigué Term Loan X
Ity local facility X
Sabodala Massawa Term Loan X
Derivative financial assets and liabilities X

The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the 2030 Senior Notes which have a fair value of approximately $517.1 million (31 December 2024: the 2026 Senior Notes $486.9 million) based on unadjusted quoted prices.

As noted above, the Group has certain financial assets and liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:

Classification of financial assets and liabilities:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

As at each of 31 December 2025 and 31 December 2024, 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:

31 DECEMBER 2025
Note Level 1Input Level 2Input Level 3Input AggregateFair Value
Assets:
Cash and cash equivalents 453.3 453.3
Restricted cash 14A 61.7 61.7
Marketable securities 14D 46.8 46.8
Derivative financial assets 14 3.2 3.2
Other financial assets 14 24.6 24.6
Total 561.8 3.2 24.6 589.6
31 DECEMBER 2024
Note Level 1Input Level 2Input Level 3Input AggregateFair Value
Assets:
Cash and cash equivalents 397.3 397.3
Restricted cash 14A 62.1 62.1
Marketable securities 14D 8.9 8.9
Other financial assets 14 30.5 30.5
Total 468.3 30.5 498.8
Liabilities:
Derivative financial instruments 18 (61.7) (61.7)
Overdraft facility (13.1) (13.1)
Total (13.1) (61.7) (74.8)

There were no transfers between level 1 and 2 during 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 mines.

B. Loss on financial instruments - net

YEAR ENDED
Note 31 December2025 31 December2024
Gain on other financial instruments 0.9 0.2
Fair value loss on NSRs 14B(7.6) (9.1)
Realised gain on sale of financial assets 14— 3.0
Loss on foreign currency contracts 8D— (0.6)
Gain on marketable securities 14D18.4 0.7
Loss on revenue protection programme 8D(204.4) (112.9)
Gain/(loss) on early redemption feature on Senior Notes 1.8 (0.1)
Loss on foreign exchange (2.4) (23.9)
Total loss on financial instruments - net (193.3) (142.7)

C. Financial instrument risk exposure

The Group's activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, commodity price, interest rate risk and other price risks, including equity price risk. The Group examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge its obligations. Credit risk arises from cash and cash equivalents, restricted cash, trade and other receivables, long-term receivable and other assets.

The Group'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 2025, 55% (31 December 2024: 57%) of the Group's cash and cash equivalents were held at two financial institutions with an industry equivalent credit rating of "A". As at 31 December 2025, 99% (31 December 2024: 88%) of the Group's cash and cash equivalents were held at four financial institutions with an industry equivalent credit rating of "B-" or better.

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.

The Group closely monitors its financial assets (excluding cash and cash equivalents) to identify if a significant concentration of credit risk lies with a single counterparty. Following the divestiture of Wahgnion and Boungou operating assets the Lilium Mining Group was identified as having a significant amount of risk associated with it, however this risk was removed and replaced with that associated with the State of Burkina Faso as a result of signing the settlement agreement (note 5F).

At 31 December 2025, the Group's total exposure to the State of Burkina Faso in relation to this transaction is $23.3 million comprising of $16.6 million NSR (note 14) and $6.7 million receivable invoiced and accrued income from the NSR (note 10) (31 December 2024: $43.3 million, comprising of $19.8 million consideration receivable (note 10) and $23.5 million NSR). Since signing the settlement agreement the Group has received all of the cash consideration from the State of Burkina Faso.

The Group also has an overdue receivable of $6.0 million and has reduced the NSR to nil (31 December 2024: $6.0 million and $4.1 million, respectively) from Néré, which acquired the Karma mine in March 2022. $6.0 million (31 December 2024: $3.0 million) in expected credit losses provisions have been recognised in relation to the outstanding receivable balance.

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 2025 is considered to be negligible. The Group does not rely on ratings issued by credit rating agencies in evaluating counterparties' related credit risk.

The Group's maximum exposure to credit risk is as follows:

31 December2025 31 December2024
Cash and cash equivalents 453.3 397.3
Trade and other receivables, excluding VAT receivables10 23.1 67.3
Other financial assets14C 8.0 2.9
Marketable securities - Government bonds14D 18.1
Net smelter royalties14B 16.6 27.6
Restricted cash14A 61.7 62.1
Total 580.8 557.2

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 undiscounted cash flows associated with liabilities, including interest, that have contractual maturities as at 31 December 2025:

Within 1 year 1 to 2 years 2 to 4 years Over 4 years Total
Trade and other payables 470.3 470.3
Lafigué term loan 47.8 44.6 31.5 123.9
Senior Notes 35.0 35.0 70.0 517.5 657.5
Lease liabilities 31.4 43.8 28.8 0.5 104.5
Total 584.5 123.4 130.3 518.0 1,356.2

The following table summarises the Group's liabilities, including interest, that have contractual maturities as at 31 December 2024:

Within 1 year 1 to 2 years 2 to 4 years Over 4 years Total
Trade and other payables 462.5 462.5
Overdraft facility 13.1 13.1
Lafigué term loan 44.9 42.1 67.0 154.0
Sabodala-Massawa term loan 12.8 12.8
Revolving credit facility1 33.9 32.9 531.1 597.9
Senior Notes 25.0 525.0 550.0
Lease liabilities 19.9 16.8 19.5 3.4 59.6
Derivatives - gold collars and forward contracts 61.7 61.7
Total 673.8 616.8 617.6 3.4 1,911.6
  1. The interest on the revolving credit 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.

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 against foreign currency fluctuations. The foreign currency contracts were not designated as a hedge by the Group and are recorded at fair value at the end of each reporting period. During the year ended 31 December 2024, all outstanding foreign currency contracts matured and were settled.

In the year ended 31 December 2024, the Group recognised a realised loss of $0.6 million on foreign currency contracts. This is made up of a change in fair value loss of $0.9 million and a gain of $0.3 million upon settlement of foreign currency contracts during the year. The Group has not hedged any of its other exposure to foreign currency risks.

The table below highlights the cash and cash equivalents, restricted cash and government bonds of the Group held in foreign currencies, presented in US dollars:

31 December2025 31 December2024
Canadian dollar 0.1 0.4
CFA francs 501.8 384.8
Euro 1.3 2.6
Other currencies 4.1 2.4
Total1 507.3 $ 390.2
  1. The prior year balance has been restated to include restricted cash balances.

The effect on earnings before taxes as at 31 December 2025 of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the above-mentioned financial assets of the Group is estimated to be $50.7 million (31 December 2024: $39.0 million), if all other variables remained constant. The calculation is based on the Group's statement of financial position as at 31 December 2025

Other currency risk exposures include VAT receivables included in Trade and Other Receivables (note 10), the Lafigué term loan included within Debt (note 9), and certain payables components included in Trade and Other payables (note 15). Although not defined as financial instruments both income tax payables and deferred tax liabilities are non-USD based and exposes the Group to foreign translation gains and losses. The Group notes a natural hedge given the balance between foreign denominated assets and liabilities.

Commodity price risk

Commodity price risk relates to the risk that the fair values of the Group's financial instruments will fluctuate because of changes in commodity prices. Commodity price fluctuations may affect the revenue that the Group generates in its operations as well as the costs incurred at its operations for royalties based on the gold price. There has been no significant change in the Group's objectives and policies for managing this risk during the period ended 31 December 2025 and the Group had a gold revenue protection programme in place to protect against commodity price variability in periods of significant capital investment, as discussed below.

Revenue protection programme

As at 31 December 2025 As at 31 December 2024
GoldCollar ForwardContracts- Normal ForwardContracts- LBMA Total Gold Collar ForwardContracts -Normal ForwardContracts -LBMA Total
Unrealised gain/(loss) (42.4) 5.4 (37.0)
Realised loss1 (182.4) (22.0) (204.4) (54.0) (9.9) (12.0) (75.9)
Total (182.4) (22.0) (204.4) (96.4) (4.5) (12.0) (112.9)
  1. The statement of cash flows notes net payments of $265.3 million. This is due to $266.1 million paid and expensed in the year, payments of $8.9 million LBMA forward contracts receivable as at 31 December 2024 and $8.1 million gold collar payable as at 31 December 2024 settled in 2025. This balance includes a reversal of the 31 December 2024 balance of $61.7 million.

Gold collars

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. None of the collars were designated as a hedge by the Group and are recorded at fair value at the end of each reporting period.

As at 31 December 2025, all collars for 2025 had been settled. As at 31 December 2024, 200,000 ounces were outstanding at an average floor and ceiling price of $1,992/oz and $2,400/oz respectively, had a fair value liability of $61.7 million which is included in derivative financial liabilities (note 18) and all of which were classified as current.

The Group recognised a realised loss of $182.4 million on the collar in the year ended 31 December 2025 (year ended 31 December 2024: $54.0 million). In year ended 31 December 2024, the Group also recognised an unrealised loss of $42.4 million due to a change in fair value of the collar.

Forward contracts - Normal operations

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.

During the three months ended 30 June 2024, and concurrent with the Gold Prepayment Transactions (note 16), the Group entered into a financial swap agreement for gold ounces whereby the Group will pay $2,408 per ounce in exchange for receiving the spot price for 21,999 ounces, due in December 2024. These contracts were entered into to mitigate the Group's exposure to gold price associated with the delivery of ounces under the fixed Gold Prepayment Transactions.

None of the forwards were designated as a hedge by the Group and were recorded at fair value at the end of each reporting period.

In the year ended 31 December 2024, forward contracts entered into in 2023 for 70,000 ounces were settled at a realised loss of $15.0 million (year ended 31 December 2023 forward contracts for 120,000 ounces were settled for a realised loss of $27.1 million). During December 2024 the forward contracts for 21,999 ounces at $2,408 per ounce, were settled at a realised gain of $5.0 million. As at the end of 31 December 2024, all of the forward contracts entered into had been settled. The Group recognised an unrealised gain of $5.4 million in the year ended 31 December 2024.

Forward contracts - LBMA

During the year ended 31 December 2023, the Group employed an inter-quarter LBMA averaging arrangement, which serves to align realised gold prices during the quarter with the LBMA average for the respective quarter. The Group opted not to use the LBMA averaging arrangement subsequent to 31 March 2025. In the year ended 31 December 2025 the Group realised a loss of $22.0 million (year ended 31 December 2024: loss of $12.0 million).

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 cash flow interest rate risk, linked to the nature of 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. The marketable securities balance at 31 December 2025 was $46.8 million. The balance is made up of Burkina Faso Government bonds with a fair value of $18.1 million (note 14) and other investments, with the majority of this balance being shares in Turaco Gold Limited, arising from the disposal of our interest in the Afema project, with a fair value of $26.1 million at 31 December 2025 (31 December 2024: $7.5 million). During the year ended 31 December 2024, the Group sold all of its Allied shareholding for $33.5 million and its Montage Gold Corp. shareholding for $4.8 million, being the fair value of the shares at the time of disposal.

9.DEBT
31 December2025 31 December2024
2026 Senior Notes (A) 500.4
2030 Senior Notes (B) 489.8
Revolving credit facilities (C) 470.0
Lafigué term loan (D) 112.2 134.9
Sabodala-Massawa term loan (E) 12.6
Interest accrual 0.8 1.4
Deferred financing costs (5.9) (8.1)
Total debt 596.9 1,111.2
Less: Non-current portion of debt (554.5) (1,060.0)
Current portion of debt1 42.4 51.2
  1. The current portion of debt at 31 December 2025 is comprised of accrued commitment fee on revolving credit facilities of $0.8 million and amounts due within the next twelve months on the Lafigué term loan of $41.6 million (at 31 December 2024 comprised of accrued interest on revolving credit facilities of $1.3 million and amounts due on the Lafigué term loan within the next twelve months of $37.3 million and the Sabodala-Massawa term loan of $12.6 million).

The Group incurred the following finance costs in the year:

YEAR ENDED
31 December2025 31 December2024
Interest expense 78.9 92.4
Interest income (6.5) (3.8)
Accretion expense 6.0 8.5
Amortisation of deferred facility fees 2.4 5.8
Commitment, structuring and other fees 21.1 14.3
Less: Capitalised borrowing costs (6.0)
Total finance costs - net 101.9 111.2

A. 2026 Senior Notes

On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes ("Senior Notes") due in 2026, with the Senior Notes bearing interest at a coupon rate of 5% per annum payable semi-annually in arrears on 14 April and 14 October each year. As part of the Group's refinancing strategy (see 2030 Senior Notes below), these Senior Notes were fully repurchased and cancelled. On 29 May 2025, $464.1 million aggregate principal amount of the 2026 Senior Notes were validly tendered and were accepted for purchase by the Group. Consequently, a payment of $467.1 million was made in respect of the aggregate principal amount ($464.1 million) and accrued interest ($3.0 million). Since more than 90% of the 2026 Senior Notes were validly tendered and were accepted for purchase, the Group had the right to repurchase all of the 2026 Senior Notes that remained outstanding. Consequently, a payment of $36.3 million was made in respect of the remaining aggregate principal amount ($35.9 million) and accrued interest ($0.4 million). As a result this, the associated liability of the 2026 Senior Notes as at 31 December 2025 was nil.

In total, the Group recognised interest expense of $15.4 million during the year ended 31 December 2025 in respect of 2026 Senior Notes, after accounting for the unwinding of discount due to early redemption.

31 December2025 31 December2024
Liability component at beginning of the year 500.4 497.6
Interest expense in the year 15.4 27.8
Less: interest and principal payments in the period (515.8) (25.0)
Liability component at the end of the year 500.4

B. 2030 Senior Notes

On 29 May 2025, the Company completed an offering of $500.0 million fixed rate senior notes ("Senior Notes") due in 2030. The Senior Notes are listed on the Global Exchange Market ("GEM") of Euronext Dublin. The proceeds of the Offering, together with cash on hand, were used to purchase all of the Company's outstanding 5% 2026 Senior Notes, as well as pay the fees and expenses in relation to the Offering and the Tender Offer.

The 2030 Senior Notes bear interest at a coupon rate of 7% per annum payable semi-annually in arrears on 28 May and 28 November each year. The Senior Notes mature on 28 May 2030, unless redeemed earlier or repurchased in accordance with the terms of the Senior Notes.

The key terms of the Senior Notes include:

  • Principal amount of $500.0 million.
  • Coupon rate of 7% payable on a semi-annual basis.
  • The term of the Senior Notes is five years, maturing in May 2030.
  • The Senior Notes are reimbursable through the payment of cash.

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 the Statement of Earnings/(Loss) (note 8). The early redemption feature on the Senior Notes includes an optional redemption from May 2027 through to maturity at a redemption price ranging from 103.5% to 100% of the principal. Prior to May 2027, the Company can redeem up to 40% of the Senior Notes from proceeds of an equity offering at a redemption price of 107% 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 2025 was $3.2 million (as at 31 December 2024 the fair value of the embedded derivative on the 2026 Senior Notes was $0.1 million).

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.

The liability component of the 2030 Senior Notes has an effective interest rate of 7.87% and was as follows:

31 December2025 31 December2024
Opening liability component 485.1
Interest accrued 22.2
Less: interest payments in the period (17.5)
Liability component at the end of the period 489.8

C. Revolving credit facilities

On 5 November 2024, the Group entered into a new $700.0 million sustainability-linked revolving credit facility agreement (the "RCF") with a syndicate of international banks.

The key terms of the RCF include:

  • Principal amount of $700.0 million.
  • The Accordion facility allows Endeavour to request an additional $150m (totalling $850m), on substantially the same terms as the existing RCF.
  • 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 in October 2028, with the potential for a 1-year extension.
  • The principal outstanding on the RCF is repayable as a single bullet payment on the maturity date.
  • Sustainability-linked RCF integrates the core elements of Endeavour's sustainability strategy into its financing strategy, specifically climate change, biodiversity and malaria, with clear sustainability-linked performance metrics that will be measured on an annual basis and reviewed by an independent external verifier.
  • Banking syndicate includes Citibank, Bank of Montreal, HSBC Bank, ING Bank, Macquarie Bank, Nedbank, Standard Bank of South Africa, and Standard Chartered Bank

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.

In the year ended 31 December 2025, $370.0 million was drawn down and $840.0 million repaid, with nil outstanding at the end of the period. The RCF was repaid as of 31 December 2025 and thus fully undrawn. There was no breach of covenants as of 31 December 2025.

For the year ended 31 December 2025,the Group incurred a total interest expense of $26.5 million on the RCF (including unwinding of deferred financing costs of $1.8 million and commitment fees of $3.4 million). $25.4 million was paid during the period, with a closing interest and commitment fee accrual position of $0.8 million.

D. Lafigué term loan

On 28 July 2023, the Group entered into a $167.1 million syndicated term loan ("term loan") denominated in CFA with local banking partners within the West African Economic Zone ("UEMOA") to support the development of the Lafigué project. The term loan bears interest at a fixed rate of 7.0% per annum, payable quarterly, while the principal amortises in sixteen equal quarterly payments, with the first amortisation taking place on the 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.

31 December2025 31 December2024
Liability at beginning of the year 134.9 111.3
Drawdowns 40.1
Principal repayments (38.8) (9.3)
Interest paid (10.2) (10.9)
Interest accrued 9.9 10.9
Foreign exchange loss/(gain) 16.4 (7.2)
Liability at the end of the period 112.2 134.9

E. Sabodala-Massawa term loan

During the year ended 31 December 2024, the Group entered into a $13.1 million loan denominated in CFA, which was fully drawn down. The term loan bore interest at a fixed rate of 7.25% per annum, payable monthly. The loan was fully repaid during the three months ended 31 March 2025, representing a cash outflow of $12.6 million which is included in cash flows from financing activities.

During the year ended 31 December 2025, the Group entered into a separate $19.4 million term loan denominated in CFA, which was fully drawn down. The term loan bears interest at a fixed rate of 6.5% per annum, payable monthly. The loan was fully repaid during the period which is included in cash flows from financing activities.

F. Other local facilities

The Group utilises short-term working capital facilities. During the year ended 31 December 2025, the Group entered into the following facilities, denominated in CFA, which were fully drawn and repaid during the period and include in the cash flows used in financing activities.

– Ity - $59.7 million facility

– Mana - $14.3 million facility

– Houndé - $46.8 million facility

10. TRADE AND OTHER RECEIVABLES

31 December2025 31 December2024
VAT receivables (C) 209.7 119.6
Receivables for gold sales 2.6 25.3
Other receivables (A) 20.5 18.5
Consideration receivable (B) 23.5
Total trade and other receivables 232.8 186.9
Less: Non-current receivables (A, C) (51.5) (36.3)
Current portion of trade and other receivables 181.3 150.6

A. Other receivables

Other receivables at 31 December 2025 includes $5.1 million accrued income from Wahgnion net smelter royalties (31 December 2024: $3.6 million); $1.6 million invoiced income from Wahgnion net smelter royalties (31 December 2024: nil) which are included in the noncurrent balance (31 December 2024: included in current). The current portion is made up of other corporate receivables of $8.3 million and other mine site receivables of $5.5 million (31 December 2024: $5.3 million). These amounts are net of an expected credit loss of $0.6 million (year ended 31 December 2024: nil). Other receivables at 31 December 2024 also included a receivable of $8.9 million related to the realised gain on the LBMA averaging arrangement; CEO clawback receivables of $0.6 million; and $0.1 million receivable related to Single Mine Origin ("SMO") gold sales. All these amounts are non-interest bearing and are expected to be settled in the next 12 months.

B. Consideration receivable

Consideration receivable as at 31 December 2025 is nil and comprises cash consideration receivable from Néré related to the sale of the Karma mine (31 December 2024: $3.0 million), with the movement during the period due to an increase of $3.0 million to the expected credit loss provision attached to this balance. This amount is non-interest bearing and is expected to be settled in the next 12 months. During the year ended 31 December 2025, the Group received payment of the deferred cash consideration of $0.7 million in relation to the sale of Afema to Turaco Gold Limited and the final cash consideration of $20.0 million from the State of Burkina Faso related to the settlement agreement with Lilium.

C. VAT receivables

VAT receivables relates to net VAT amounts paid to vendors for goods and services purchased in Côte d'Ivoire, Burkina Faso and Senegal. Refer to the table below for a breakdown.

BurkinaFaso Senegal Côted'Ivoire Other1 Total
As at 1 January 2024 43.6 51.4 6.8 101.8
Foreign exchange revaluation (7.9) (1.7) (0.6) 0.4 (9.8)
VAT claims submitted and accrued 72.8 62.7 12.6 3.8 151.9
Written down (10.0) (0.1) (10.1)
Credit loss provision (14.3) (14.3)
Sold and refunded (7.3) (85.9) (6.7) (99.9)
As at 31 December 2024 76.9 26.4 12.0 4.3 119.6
Foreign exchange revaluation 12.3 2.0 2.1 0.5 16.9
VAT claims submitted and accrued 92.0 52.8 47.2 2.3 194.3
Written down (10.2) (0.1) (0.2) (10.5)
Sold and refunded (48.9) (8.3) (1.9) (59.1)
Credit loss provision (9.8) (9.8)
Burkina Faso settlement (23.4) (23.4)
Government bond purchase (18.3) (18.3)
As at 31 December 2025 119.5 32.2 52.8 5.2 209.7
Current/Non-current split
As at 31 December 2024
Current 40.6 26.4 12.0 2.7 81.7
Non-current 36.3 1.6 37.9
As at 31 December 2025
Current 78.7 32.2 52.8 1.3 165.0
Non-current 40.8 3.9 44.7
  1. Exploration, the Kalana Project, and Corporate are aggregated and presented together as part of the "other".

In the year ended 31 December 2025, the Group collected $59.1 million of outstanding VAT receivables (in the year ended 31 December 2024: $99.9 million), through the sale of its VAT receivables to third parties or reimbursement from the tax authorities and impaired $10.5 million for VAT amounts determined to not be recoverable (31 December 2024: $10.1 million). During the three months ended 30 September 2025, the Group and the Government of Burkina Faso entered into a one-off agreement that allowed the Group's additional dividend payable to be offset against a reciprocal amount of VAT owed to the Group by the government. $23.4 million was offset (see note 20).

During the year ended 31 December 2025, the Group entered into an agreement with the Burkina Faso Ministry of Finance to purchase Burkina Faso Government bonds in exchange for VAT refunds. VAT refunds received at Houndé and Mana amounted to $7.3 million and $11.0 million respectively. Refer to note 14D for more details on government bonds included in marketable securities.

A credit loss provision of $9.8 million (31 December 2024: $14.3 million), reflecting the risk associated to the recoverability of the balances due from the State of Burkina Faso, was also recognised in the period (note 5F). The underlying VAT receivable balance is denominated in CFA and therefore, as CFA has strengthened versus the US dollar since the start of the year, the translated balance has increased ($16.9 million increase on the opening balance due to the change in foreign currency rate).

Where VAT balances are not expected to be collected in the next twelve months, these have been classified as non-current receivables.

11. INVENTORIES

31 December2025 31 December2024
Doré bars 12.7 19.9
Gold in circuit 42.9 24.1
Refined gold 0.6
Ore stockpiles 616.9 498.1
Spare parts and supplies 146.6 113.4
Total inventories 819.1 656.1
Less: Non-current stockpiles (388.5) (316.9)
Current portion of inventories 430.6 339.2

As at 31 December 2025 no provision was recognised to adjust inventory to its net realisable value (31 December 2024: $2.9 million).

The net inventory movement included in operating expenses for the year ended 31 December 2025 was a credit of $114.6 million (31 December 2024: credit of $60.0 million).

12. MINING INTERESTS

MINING INTERESTS
Note Operating mine- mininginterests Exploration andevaluation anddevelopmentprojects Property,plant andequipment Assets underconstruction Total
Cost
As at 1 January 20241 3,206.0 714.2 1,488.7 530.8 5,939.7
Additions 182.9 49.5 111.9 331.9 676.2
Transfers 198.2 (55.2) 609.2 (752.2)
Change in estimate of environmental rehabilitation provision 19 0.7 (0.7)
Disposals and other2 (3.1) (4.4) (7.5)
As at 31 December 2024 3,587.8 704.7 2,205.4 110.5 6,608.4
Additions 263.0 56.1 168.7 118.6 606.4
Transfers 26.5 (6.9) 108.0 (127.6)
Change in estimate of environmental rehabilitation provision 19 24.7 0.2 24.9
Disposals and other2 (50.4) (50.4)
As at 31 December 2025 3,902.0 754.1 2,431.7 101.5 7,189.3
Accumulated Depreciation
As at 1 January 2024 1,015.4 149.3 617.9 1,782.6
Depreciation/depletion 436.4 212.7 649.1
Impairment3 6 199.5 199.5
Disposals and other2 (3.6) (3.6)
As at 31 December 2024 1,451.8 348.8 827.0 2,627.6
Depreciation/depletion 389.6 2.1 258.5 650.2
Impairment3 6 1.5 191.9 193.4
Disposals and other2 (25.6) (25.6)
As at 31 December 2025 1,842.9 542.8 1,059.9 3,445.6
Carrying amounts
As at 1 January 2024 2,190.6 564.9 870.8 530.8 4,157.1
As at 31 December 2024 2,136.0 355.9 1,378.4 110.5 3,980.8
As at 31 December 2025 2,059.1 211.3 1,371.8 101.5 3,743.7
  1. The presentation of the mining interest note has been updated to reflect the current classifications used by management. This change aims to better align with the presentation used by the Group's peers and to correct the allocation of certain mining interests previously presented as Non-depletable to Depletable and Property, plant and equipment, along with their associated depreciation. As part of the re-presentation, Depletable mining interests are now Operating mine mining interests. Non-depletable mining interests are now Exploration and evaluation and development projects. To reflect this change in presentation, the classification of the brought forward cost value as at 1 January 2024 has been updated, with the opening cost of Exploration and evaluation and development projects decreasing by $242.6 million, Property, plant and equipment increasing by $21.2 million, and Operating mine mining interests increasing by $221.4 million. The change had no effect on the total carrying value of the mining interest presented in the consolidated statement of financial position, and it had no effect on the consolidated statement of comprehensive earnings/(loss) or retained profits.

  2. Disposals and other for the year ended 31 December 2025 relate to the disposal of mining equipment and the IFRS 16 lease modification relating to the contract for the existing underground mining contractor at Mana and termination of leases. Disposals for the year ended 31 December 2024 relate to the disposal of mining equipment and the sale of an exploration asset.

  3. Bouéré-Dohoun mining permit was relinquished (note 6) in the year ended 31 December 2025, an impairment charge of $1.5 million was recognised. Certain exploration and evaluation assets were impaired to their recoverable amount resulting in an impairment charge of $191.9 million (31 December 2024: $199.5 million). See note 6 for details. 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
As at 1 January 2024 33.0 12.9 45.9
Additions 28.3 0.9 29.2
Depreciation for the year (21.8) (21.8)
As at 31 December 2024 39.5 13.8 53.3
Additions - Mana underground contractor 66.1 66.1
Additions - Other 16.2 16.2
Depreciation for the year (27.1) (1.4) (28.5)
Disposals and lease modifications (19.1) (0.4) (19.5)
As at 31 December 2025 75.6 12.0 87.6

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 2024 39.6 94.8 134.4
Impairment losses for the year
At 31 December 2024 39.6 94.8 134.4
Impairment losses for the year
At 31 December 2025 39.6 94.8 134.4

Further details of the goodwill impairment testing is included in note 6.

14. OTHER FINANCIAL ASSETS

Other financial assets are comprised of:

31 December2025 31 December2024
Restricted cash (A) 61.7 62.1
Net smelter royalties (B) 16.6 27.6
Derivative financial assets 3.2
Marketable securities (D) 46.8 8.9
Other financial assets (C) 8.0 2.9
Total other financial assets 136.3 101.5
Less: Non-current other financial assets (89.4) (80.2)
Current portion of other financial assets 46.9 21.3

A. Restricted cash

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 and legal appeals. In January 2024, Société des Mines d'Ity, a subsidiary of the Group, 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 which was contested in court. The Group's challenge of this claim was successful and in February 2025 the restriction on the cash was released. These amounts are not available for use for general corporate purposes and are reflected as noncurrent.

B. Net smelter royalties

The balance at 31 December 2025 consists of the fair value of NSR receivable from the State of Burkina Faso as part of the settlement agreement between the Group and Lilium for the value of $22.0 million and the fair value of the NSR receivable from Néré for the sale of the Karma mine of $10.0 million, revalued at $16.6 million and nil, respectively.

The balance at 31 December 2024 consists of the fair value of NSR receivable from the State of Burkina Faso as part of the settlement agreement between the Group and Lilium for the value of $22.0 million (note 5F) and the fair value of the NSR receivable from Néré for the sale of the Karma mine of $10.0 million, revalued at $23.5 million and $4.1 million, respectively.

Note Karma Boungou Wahgnion1 Total
As at 1 January 2024 6.6 27.0 22.3 55.9
Remeasurement recognised in profit or loss (2.5) (6.0) 5.9 (2.6)
Impairment on derecognition 5F (21.0) (23.2) (44.2)
Recognised on settlement agreement 5F 22.0 22.0
Transfer to trade and other receivables (3.5) (3.5)
As at 31 December 2024 4.1 23.5 27.6
Remeasurement recognised in profit or loss (4.1) (3.5) (7.6)
Transfer to trade and other receivables (3.4) (3.4)
As at 31 December 2025 16.6 16.6
  1. The fair value of the NSR receivables were determined using the following assumptions: an average gold price of $3,951/oz, life of mine production limited to proven and probable reserves, except for Karma which is based on probability-weighted resources, (197koz for Wahgnion), cost of transport, refining and government royalties, and a discount rate of between 12% and 14.5%.

C. Other financial assets

Other financial assets at 31 December 2025 included $7.2 million related to the Group's investment in Koulou Gold Corp., a private mineral exploration company. During the three months ended 31 March 2025, the Group exercised warrants to purchase $1.9 million worth of shares, and during the three months ended 30 June 2025 the Group exercised a rights issue to purchase $2.3 million worth of shares. This was in addition to shares purchased during 2024 that have a fair value as at 31 December 2025 of $3.0 million (31 December 2024: $2.0 million). The Group has classified the shares of Koulou Gold Corp. as a non-current financial asset.

D. Marketable securities

The marketable securities balance is mainly made up of $18.1 million of Burkina Faso government bonds (31 December 2024: nil) and shares in Turaco Gold Limited with a fair value of $26.1 million at 31 December 2025 (31 December 2024: $7.5 million). The remaining balance is made up of smaller investments in other listed companies.

During the year ended 31 December 2025, the Group entered into an agreement with the Burkina Faso Ministry of Finance to purchase Burkina Faso Government bonds in exchange for VAT refunds. Government bonds of $18.5 million were recognised at fair value through profit or loss ("FVTPL") at their quoted market price at the acquisition date. All incremental transaction costs, including feasibility, structuring, arranging, and post-issuance fees, were recognised in the consolidated statement of comprehensive earnings/(loss). Subsequent to acquisition, the government bonds decreased in value by $0.4 million. Refer to note 10 for more information on the VAT refunds received at Houndé and Mana.

15. TRADE AND OTHER PAYABLES

31 December2025 31 December2024
Trade accounts payable 289.2 330.0
Royalties payable 110.5 69.1
Payroll and social payables 50.7 47.5
Other payables 19.9 15.9
Total trade and other payables 470.3 462.5

16. DEFERRED REVENUE

Gold Gold
Prepayment Prepayment
Transactions - Transactions -
Fixed Floating Total
As at 1 January 2024
Prepayments received 50.0 100.0 150.0
Deferred revenue recognised upon delivery (50.0) (100.0) (150.0)
As at 31 December 2024

Gold prepayment transactions

During the three months ended 30 June 2024, the Group entered into two separate Gold Prepayment Transactions for $150.0 million in exchange for the delivery of 75,875 ounces in December 2024. These transactions were accounted for as contracts with customers under IFRS 15, rather than as a financial instrument under IFRS 9, based on the fact that while gold is a commodity that is readily convertible to cash, the Group was able to satisfy the required gold deliveries using its own gold production and thereby meeting the criteria of being held for the purpose of delivery of the non-financial item in accordance with the Group's expected sale requirements. The gold deliveries could be settled by production from any of the Group's operating mines.

The $100.0 million agreement with Bank of Montreal ("BMO") was based on a floating arrangement for the delivery of 53,876 ounces in reference to prevailing spot price for the settlement of $105.1 million, inclusive of the financing costs. The ounces were delivered in four equal deliveries of 13,469 ounces between 12 and 30 December 2024 and the revenue from the prepayment was recognised in four equal parts on delivery of the gold within gold revenue (note 5A). The value of the ounces above the contracted $105.1 million reimbursement at the time of delivery was returned to Endeavour as cash, totalling $37.1 million.

The $50.0 million agreement, excluding financing fees of $3.0 million, with ING Bank N.V. ("ING") was based on a fixed arrangement for the single delivery of 21,999 ounces at $2,397 per ounce on 19 December 2024. The fixed price feature on this transaction was not considered to classify as an embedded derivative due to the treatment of the ING contract as a commodity contract, with a fixed delivery schedule. The ounces were delivered on 19 December 2024 and the revenue from the prepayment was recognised on delivery of the gold within gold revenue (note 5A).

Concurrent with execution of the ING Gold Prepayment Transaction, the Group entered into a financial swap agreement with a separate counterparty for the same number of ounces to mitigate the Group's exposure to gold price associated with the delivery of ounces under the fixed Gold Prepayment Transaction. The financial swaps were accounted for as derivatives measured at fair value at the end of each reporting period with changes in fair value recognised in loss/gain on financial instruments (note 8).

17. 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 December2025 31 December2024
Lease liabilities 88.8 50.0
Less: non-current lease liabilities (63.8) (31.8)
Current lease liabilities 25.0 18.2

Amounts recognised in the consolidated statement of comprehensive loss are as follows:

YEAR ENDED
31 December2025 31 December2024
Depreciation on right-of-use assets 28.5 26.8
Interest on lease liabilities 5.7 3.1
Recognised in net earnings/(loss) 34.2 29.9

In the consolidated statement of cash flows for the year ended 31 December 2025, the total amount of cash paid in respect of leases recognised on the consolidated balance sheet are split between repayments of principal of $26.9 million (2024: $20.1 million) and repayments of interest of $5.7 million (2024: $3.2 million), all presented within cash flows from financing activities (note 21E).

18. OTHER FINANCIAL LIABILITIES

Note 31 December2025 31 December2024
DSU liabilities 7 5.8 1.7
PSU liabilities (A) 7 6.3 1.5
Repurchased shares (A) 0.1
Derivative financial liabilities 8 61.7
Other long-term liabilities 29.1 25.9
Total other financial liabilities 41.2 90.9
Less: Non-current other financial liabilities (32.2) (27.8)
Current portion of other financial liabilities 9.0 63.1

A. PSU liabilities and repurchased shares

Employee Benefit Trust ("EBT") shares

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 2025.

EGC tracker shares

Upon vesting of PSUs, certain employees convert the vested PSU awards into EGC tracker shares, whereby upon exercise, a subsidiary of the Company is obligated to pay the employees cash for the fair value of the underlying shares of the Company ("EGC tracker shares") at the date of exercise. The fair value of EGC tracker shares was nil at 31 December 2025 (31 December 2024: $0.1 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 2025, a payment of $1.7 million was made in relation to the settlement of these shares (year ended 31 December 2024: $1.1 million).

PSU liabilities

PSU liabilities are recognised at fair value at 31 December 2025, with $6.3 million included in current other financial liabilities (31 December 2024: $1.4 million) as they are expected to be settled in the next twelve months. As at 31 December 2024, $0.1 million was classified as non-current other liabilities.

19. ENVIRONMENTAL REHABILITATION PROVISION

Note 31 December2025 31 December2024
As at 1 January 119.5 115.1
Revisions in estimates and obligations incurred 24.9
Accretion expense9 5.5 4.4
Rehabilitation work performed (2.0)
Balance as of 31 December 147.9 119.5

The Group recognises environmental rehabilitation provisions for all its operating mines. Rehabilitation activities include backfilling, soilshaping, re-vegetation, water treatment, plant and building decommissioning, administration, closure and monitoring activities. The majority of rehabilitation expenses are expected to occur between 2026 and 2061. 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 2.24% (31 December 2024: 2.06%), discounted to the present value using average discount rates of 4.18% (31 December 2024: 4.58%). Future cash flows are estimated based on estimates of rehabilitation costs and current disturbance levels. The undiscounted real cash flow related to the environmental rehabilitation obligation as of 31 December 2025 was $180.4 million (31 December 2024: $160.5 million).

Regulatory authorities in certain countries require security to be provided to cover the estimated rehabilitation provisions. Total restricted cash held for this purpose as at 31 December 2025 was $49.0 million (31 December 2024: $37.2 million).

20. NON-CONTROLLING INTERESTS

The composition of the non-controlling interests ("NCI") is as follows:

Sabodala
Ity Mine(15%)1 Houndé Mine(15%) Mana Mine(15%) Massawa Mine(10%) Lafigué Mine(20%) Other2 Total (alloperations)
As at 1 January 2024 45.6 36.8 27.3 206.0 7.1 322.8
Net earnings/(loss) 31.8 19.4 (0.9) (1.8) 11.1 (0.3) 59.3
Dividend distribution (53.1) (23.1) (3.0) (15.5) (94.7)
As at 31 December 2024 24.3 33.1 23.4 188.7 11.1 6.8 287.4
Change in ownership interests in
subsidiaries 14.8 13.2 28.0
Net earnings 63.6 51.7 18.4 29.4 46.8 209.9
Dividend distribution (44.3) (54.4) (18.0) (25.3) (142.0)
As at 31 December 2025 43.6 45.2 37.0 192.8 57.9 6.8 383.3
  1. Ity CGU include the mining licenses for Ity (15%), Daapleu (15%) and Floleu (10%). The respective group Holdings are included in note 23.

  2. Exploration, Corporate and Kalana segments are included in the "other" category.

During the three months ended 30 June 2025, the State of Burkina Faso increased their interest in our operating companies from 10% to 15%, in line with the 2024 Mining Code. Given this was a transaction that resulted in changes in ownership but with no changes in control, it was accounted for as transactions with equity holders in their capacity as equity holders. As a result, no gain or loss was recognised in profit or loss, and instead it was recognised purely in equity as a transfer between retained earnings and NCI. No other adjustments to equity took place given no consideration was exchanged in relation to the transfer of shares.

Dividends to minority shareholders for continuing operations for the year ended 31 December 2025 amounted to $142.0 million (year ended 31 December 2024: $94.7 million) of which nil is outstanding within trade and other payables (31 December 2024: nil). The cash outflow relating to dividends paid to minority shareholders for continuing operations for the year ended 31 December 2025 amounted to $119.1 million (year ended 31 December 2024: $123.5 million).

During the three months ended 30 September 2025, the Government of Burkina Faso entered into an one-off agreement that allowed the Group's additional dividend payable, a result of the State's increase in their interest in Mana and Houndé (see above), to be offset against a reciprocal amount of VAT owed to the Group by the government. As a result of this, $5.8 million of VAT receivable at Mana was offset with $5.8 million of minority dividends payable, and $17.6 million of VAT receivable at Houndé was offset with $17.6 million of minority dividends payable. Given the nature of this transaction, it has been accounted for as a non-cash transaction in the consolidated statement of cash flows for the year ended 31 December 2025.

For summarised information related to these subsidiaries, refer to note 24, Segmented Information.

21. SUPPLEMENTARY CASH FLOW INFORMATION

A. Non-cash items

Non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2025 and 31 December 2024 include:

YEAR ENDED
31 December2025 31 December2024
Depreciation and depletion 21D 633.9 609.3
Impairment of mining interests and goodwill 6 193.4 199.5
Finance costs 9 101.9 111.2
Share-based compensation 7B 64.7 21.4
Loss on financial instruments 8B 193.3 142.7
Loss/(gain) on disposal of assets 0.7 (3.7)
Other expenses/(gains) 2.1 (7.3)
Credit loss and impairment of financial assets 5F 23.2 151.0
Fulfilment of deferred revenue 16 (150.0)
Total non-cash and other items1 1,213.2 1,074.1
  1. Cash elements of loss on financial instruments and finance costs are excluded in the total non-cash and other items balance, as they are disclosed elsewhere in the consolidated statement of cash flows.

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 2025 and 31 December 2024 comprised:

YEAR ENDED
31 December2025 31 December2024
Trade and other receivables (89.9) (31.7)
Inventories (151.7) (73.7)
Prepaid expenses and other 3.1 (22.7)
Trade and other payables (5.2) 126.0
Changes in working capital (243.7) (2.1)

C. Expenditures on mining interests

Expenditures on mining interests per the consolidated statement of cash flows for the year ended 31 December 2025 and 31 December 2024 include:

YEAR ENDED
Note 31 December2025 31 December2024
Additions/expenditures on mining interests 12 (606.4) (676.2)
Non-cash additions to right-of-use assets 12 82.3 29.2
Change in working capital (6.3) (38.7)
Expenditures on mining interests (530.4) (685.7)

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 2025 and 31 December 2024 comprised:

YEAR ENDED
31 December2025 31 December2024
Depreciation and depletion per mining interests note12 650.2 649.1
Change in depreciation and depletion capitalised to inventory (16.3) (39.8)
Depreciation and depletion expense 633.9 609.3

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 liabilities do not arise from financing activities.

Lease
Debt obligations OtherOther
Senior Senior Other site financing
RCF Lafiguéterm loan Notes2026 Notes2030 loans andfacilities1 Leaseliabilities cashflows Total
As at 1 January 2025 464.3 133.9 500.4 12.6 50.0 — 1,161.2
Changes from financing cash flows
Proceeds of long-term debt 370.0 494.8 140.0 — 1,004.8
Repayment of long-term debt (840.0) (38.8) (500.0) (152.5) — (1,531.3)
Repayment of lease liabilities (32.6) (32.6)
Payment of financing fees and other (25.4) (10.2) (15.8) (28.6) (7.7) (2.6) (90.3)
Other changes
Interest expense 24.8 9.9 15.4 22.2 3.1 5.7 2.6 83.7
New leases 82.3 82.3
Lease modifications and terminations (19.5) (19.5)
Amortisation of deferred financing costs and other fees 1.8 0.5 2.3
Recognition of prepayment option 1.4 1.4
Foreign exchange revaluation 16.4 4.5 2.9 23.8
As at 31 December 2025 (4.5) 111.7 489.8 88.8 685.8
Current portion (1.0) 41.7 25.0 65.7
Non-current portion (3.5) 70.0 489.8 63.8 620.1
  1. These balances comprises loans and local facilities at Ity, Houndé, Mana and Sabodala (note 9E and 9F). During the year the Group drew down and fully repaid a term loan at Sabodala-Massawa and local facilities at Ity, Houndé and Mana.
Debt Leaseobligations Other
RCF1 Lafiguéterm loan SeniorNotes SabodalaMassawaterm loan2 Leaseliabilities Otherfinancingcash flows Total
As at 1 January 2024 461.1 109.7 497.6 42.2 1,110.6
Changes from financing cash flows
Proceeds of long-term debt 1,066.0 40.1 39.7 1,145.8
Repayment of long-term debt (1,061.0) (9.3) (26.1) (1,096.4)
Repayment of lease liabilities (23.3) (23.3)
Payment of financing fees and other (54.4) (10.9) (25.0) (1.5) (9.6) (101.4)
Other changes
Interest expense 46.8 10.9 27.8 1.5 3.1 90.1
New leases 28.0 28.0
Amortisation of deferred financing costs and other fees 5.8 5.8
Foreign exchange revaluation (6.6) (1.0) 9.6 2.0
As at 31 December 2024 464.3 133.9 500.4 12.6 50.0 1,161.2
Current portion 1.4 37.3 12.6 18.2 69.5
Non-current portion 462.9 96.6 500.4 31.8 1,091.7
  1. During the year the Group entered into a new RCF with a syndicate of international banks. The new RCF replaced the existing RCF, which was repaid and cancelled upon completion of the new RCF.

  2. During the year the Group drew down and fully repaid a term loan at Sabodala-Massawa. Subsequent to closing out this loan a new loan was entered into with a different banking partner, which was then fully drawn down.

22. INCOME TAXES

A. Income taxes recognised in the consolidated statement of comprehensive earnings/(loss) Details of the income tax expense are as follows:

YEAR ENDED
31 December2025 31 December2024
Current income tax expense (608.6) (352.9)
Deferred income tax recovery 154.4 4.4
Total income tax expense (454.2) (348.5)

The Group operates in numerous countries and, accordingly, is subject to and pays annual income taxes under the various income tax regimes in those countries. 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, British Virgin Islands, Canada, Côte d'Ivoire, Mauritius, Mali, Senegal, Monaco, France, 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. For these amounts recognised in relation to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, taking into account the validity of the issues in the assessment, management's support for its position, and expectations regarding any negotiations to settle the assessment. Management regularly re-evaluates outstanding tax assessments to update its estimates of expected outcomes, taking into account the criteria above. Management evaluates its uncertain tax positions regularly to reflect changes in tax legislation, the results of any tax audits undertaken, the correction of uncertain tax positions 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 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 line with our published Group Tax Strategy, the Group actively monitors tax changes at a country level, as well as international policy trends, on a continuous basis, and has active engagement with governments, regulators and other stakeholders within the countries in which the Group operates, as well as at an international level. This includes global tax reforms, such as those being agreed through the OECD's Digitalisation of the Economy Project, which notably seeks to implement a minimum effective tax rate of 15% on the profits of large multinational groups in each country where they operate ("Pillar 2").

The Group continues to monitor and assess the domestic implementation of the Pillar 2 rules and evaluates the potential impact in the jurisdictions where it operates. Based on current legislation that has been enacted or substantively enacted, the Group does not expect any material exposure to Pillar 2 taxes for the year ended 31 December 2025. This is largely due to the application of the transitional safe harbour exemptions.

As at 31 December 2025, the Group had total tax exposures of $24.3 million for which a provision of $6.0 million has been recognised as tax payable included in current liabilities. As at 31 December 2024, the Group had total tax exposures of $27.6 million for which a provision of $5.2 million has been recognised as tax payable included in current liabilities.

31 December2025 31 December2024
Earnings before taxes 1,343.3 113.9
Average domestic tax rate1 23 % 22 %
Income tax expense based on average domestic tax rates 309.0 25.1
Reconciling items:
Rate differential2 72.1 113.2
Effect of foreign exchange rate changes on deferred taxes3 (86.8) 39.6
Permanent differences4 10.9 9.3
Effect of withholding taxes 111.1 111.6
2% patriotic tax5 11.2 10.9
True up and tax amounts paid in respect of prior years 2.0 13.5
Effect of changes in deferred tax assets and losses not recognised/utilised 38.3 33.2
Other (13.6) (7.9)
Income tax expense 454.2 348.5
  1. The average domestic tax rate is calculated using the average statutory tax rate applicable in the jurisdictions in which the Group has operating entities.

  2. Rate differential reflects the difference between tax expense calculated at the average domestic tax rate of 23%, and the tax expense calculated using the statutory tax rate

applicable to each entity, of which some are in low tax rate jurisdictions. 3. 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. 4. Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial statements.

  1. In January 2024, the government of Burkina Faso introduced a patriotic tax of 2% on after-tax profits effective for the year ended 31 December 2023.

Notes to the consolidated financial statements Continued

The following is a summary of the tax rates in the various taxable jurisdictions:

31 December2025 31 December2024
Barbados 9.0% 2.5 %
Burkina Faso1 17.5/27.5% 17.5/27.5%
Canada 26.5% 26.5 %
Cayman Islands 0.0% 0.0 %
Côte d'Ivoire 25.0% 25.0 %
Senegal 25.0% 25.0 %
Australia 30.0% 30.0 %
Mali 30.0% 30.0 %
Monaco 25.0% 28.0 %
France 25.0% 31.0 %
Mauritius 15.0% 15.0 %
United Kingdom 25.0% 25.0 %
  1. 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.

B. Income tax payable and receivable

YEAR ENDED
31 December2025 31 December2024
Income taxes payable related to current year taxable profits 490.2 208.4
Provision for income taxes 6.0 5.2
Income taxes payable 496.2 213.6

C. Deferred tax balances

The major components of the deductible temporary differences were comprised as follows:

31 December2025 31 December2024
Deferred income tax assets
Mining interests and other 46.3 15.9
Environmental provision 0.9
Other liabilities 26.8 11.0
73.1 27.8
Deferred income tax liabilities
Inventory (31.2) (48.2)
Withholding tax on dividends (93.0) (76.1)
Mining interests and other (254.2) (363.2)
(378.4) (487.5)
Net deferred income tax liability (305.3) (459.7)
31 December2025 31 December2024
Net deferred income tax liability as at 1 January (459.7) (464.1)
Deferred income tax recovery 154.4 4.4
Net deferred income tax liability as at 31 December (305.3) (459.7)
31 December2025 31 December2024
Net deferred income tax asset 42.1
Net deferred income tax liability (347.4) (459.7)
Total (305.3) (459.7)

D. Unrecognised deductible temporary differences

At 31 December 2025, the Group had unrecognised deductible temporary differences of $147.9 million (31 December 2024: $119.5 million) in Burkina Faso, Senegal and Côte d'Ivoire relating to mine closure liabilities for which no deferred tax assets have been recognised as it is not considered probable that sufficient taxable profits will be available against which the deductible temporary differences can be utilised.

The Group has unrecognised tax losses of $175.4 million (31 December 2024: $96.8 million) in UK and Canada that are available to carry forward against future taxable income of the subsidiaries in which the losses arose. Deferred income tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future to support (either partially or in full) the recognition of the losses as deferred income tax assets.

The temporary differences associated with investments in subsidiaries and joint ventures, for which a deferred income tax liability has not been recognised, aggregate to $1.2 billion (31 December 2024: $772.5 million).

23. 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 December2025 31 December2024
Short-term benefits 13.9 13.3
Share-based payments 23.3 6.3
Termination benefits 2.0
Total 37.2 21.6

For the year ended 31 December 2025

During the year, the Group increased the expected credit loss provision with respect to cash consideration receivable from Néré related to the sale of the Karma mine (note 10B). See the table for a summary of balances between the Company and Néré. The Group applied an expected credit loss provision against the remaining $0.6 million receivable from the former President and Chief Executive Officer, Sébastien de Montessus.

For the year ended 31 December 2024

During the year, the Company in a separate settlement agreement with Mr de Montessus following the forfeiture and clawback decision, settled for an amount of $1.4 million with the equivalent forgiven per the arrangement and $0.6 million remaining as a receivable as at 31 December 2024. 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 following an investigation into an irregular payment. 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. 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.

The balances between the Company and Néré at 31 December are summarised below:

YEAR ENDED
31 December2025 31 December2024
Other receivables
Consideration receivable (Note 10B) 3.0
Other financial assets
NSR (Note 14B) 4.1

B. Subsidiaries

Details of the Company's subsidiaries at the end of the reporting periods are as follows:

Place of Proportion of ownership
Entity Principal activity incorporation andoperation interest and votingHeld By power held Registered Address
Group %Holding %Holding
Endeavour GoldCorporation Corporate Cayman Endeavour Mining plc 100% 100% c/o Mourant Governance Services(Cayman) Limited, 94 Solaris Avenue,Camana Bay, PO Box 1348, GrandCayman KY1-1108, Cayman Islands
Avnel GoldMining Limited Holding Guernsey Endeavour GoldCorporation 100% 100% Les Echelons Court, Les Echelons, St.Peter Port, GY1 1AR, Guernsey, UnitedKingdom
Kalana Holdings Holding Cayman Avnel Gold MiningLimited 100% 100% c/o Mourant Governance Services(Cayman) Limited, 94 Solaris Avenue,Camana Bay, PO Box 1348, GrandCayman KY1-1108, Cayman Islands
Société des Operations Mali Kalana Holdings 80% 44% Badalabougou Est, rue 12, villa n°5, 03
Mines d'Or deKalana SA Avnel Gold MiningLimited 80% 36% BP 68 Bamako 03 République du Mali
ArionConstruction S.àr.l Corporate Côte d'Ivoire Endeavour GoldCorporation 100% 100% Abidjan, Cocody Danga, Siège EndeavourMining, Rue du Lycée Technique, 08 BP872 Abidjan 08, République de Côted'Ivoire
EndeavourAviation S.A.R.L Corporate Côte d'Ivoire Endeavour GoldCorporation 100% 100% Abidjan, Cocody Danga, Siège EndeavourMining, Rue du Lycée Technique, 08 BP872 Abidjan 08, République de Côted'Ivoire
EndeavourCanada HoldingsCorporation Corporate Canada Endeavour GoldCorporation 100% 100% 66 Wellington Street West, Suite 5300,TD Bank Tower, Toronto ON M5K 1E6,Canada
Boss Gold SARL Exploration Burkina Faso Endeavour CanadaHoldings Corporation 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 1334Ouagadougou 01, Burkina Faso
Boss MineralsSARL Exploration Burkina Faso Endeavour CanadaHoldings Corporation 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 1334Ouagadougou 01, Burkina Faso
Houndé HoldingsLtd Holding Barbados Endeavour CanadaHoldings Corporation 100% 100% Radley Court, Upper Collymore Rock, St.Michael, Barbados BB14004
Avion Mali WestExploration S.A. Exploration Mali Houndé Holdings Ltd 100% 100% Badalabougou Est, rue 12, villa n°5, 03BP 68 Bamako 03 République du Mali
Bouéré-DohounGold OperationSA1 Operations Burkina Faso Houndé Holdings Ltd 85% 85% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 06 BP 9214Ouagadougou 06, Burkina Faso
Burkina FasoExploration Holding Jersey Houndé Holdings Ltd 100% 100% c/o Apex Group, IFC 5, St Helier, Jersey,JE1 1ST
Avion Gold(Burkina Faso)S.à r.l. Exploration Burkina Faso Burkina Faso ExplorationLimited 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 1324Ouagadougou 06, Burkina Faso
Burkina FasoGold ExplorationS.à r.l. Exploration Burkina Faso Burkina Faso ExplorationLimited 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 1324Ouagadougou 06, Burkina Faso
Entity Principal activity Place ofincorporation andoperation Proportion of ownershipinterest and votingHeld By power held Registered Address
Group % %
Burkina FasoGold S.à r.l. Exploration Burkina Faso Burkina Faso ExplorationLimited Holding100% Holding 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 1324Ouagadougou 06, Burkina Faso
Houndé GoldOperation SA1 Operations Burkina Faso Houndé Holdings Ltd 85% 85% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 06 BP 9214Ouagadougou 06, Burkina Faso
Massawa(Jersey) Limited Holding Jersey Endeavour CanadaHoldings Corporation 100% 100% c/o Apex Group, IFC 5, St Helier, Jersey,JE1 1ST
Orbis Gold PtyLtd Holding Australia Endeavour CanadaHoldings Corporation 100% 100% SmallCap Corporate Pty. Ltd., Suite 1,295 Rokeby Road, Subiaco, WA 6008,Australia
MET BF Pty. Ltd Holding Australia Orbis Gold Pty Ltd 100% 100% SmallCap Corporate Pty. Ltd., Suite 1,295 Rokeby Road, Subiaco, WA 6008,Australia
Sabodala Gold(Mauritius)Limited Corporate Mauritius Endeavour CanadaHoldings 100% 100% c/o Juristax Corporate Fiduciary & FundServices, Level 3, Ebene House, HotelAvenue, 33 Cybercity, Ebene, 72201,Mauritius
Sabodala GoldOperations SA Operations Senegal Sabodala Gold(Mauritius) Limited 90% 86% 2 K Plaza, Route du Méridien Président,Almadies, Dakar, Sénégal
Massawa (Jersey)Limited 90% 4%
Sabodala MiningCompany SARL Exploration Senegal Sabodala Gold(Mauritius) Limited 100% 100% 2 K Plaza, Route du Méridien Président,Almadies, Dakar, Sénégal
SabodalaHolding Limited Holding British VirginIslands Endeavour CanadaHoldings Corporation 100% 100% c/o Harneys Corporate Services Limited,Craigmuir Chambers, PO Box 71, RoadTown, Tortola VG1110
Teranga Gold(B.V.I)Corporation Holding British VirginIslands Endeavour CanadaHoldings Corporation 100% 100% c/o Harneys Corporate Services Limited,Craigmuir Chambers, PO Box 71, RoadTown, Tortola VG1110
Oromin JointVenture Group Holding British VirginIslands Sabodala HoldingLimited 100% 43% c/o Mourant Governance Services(Cayman) Limited, 94 Solaris Avenue,
Ltd. Teranga Gold BurkinaFaso (B.V.I.) Corporation 100% 57% Camana Bay, PO Box 1348, GrandCayman KY1-1108, Cayman Islands
Savary A1 Inc Holding British VirginIslands Endeavour CanadaHoldings Corporation 100% 100% c/o Maples and Calder, Ritter House, POBox 173, Road Town, Tortola, VG1110,BVI
Joint VentureBF1 Inc Holding British VirginIslands Savary A1 Inc 75% 75% c/o Maples and Calder, Ritter House, POBox 173, Road Town, Tortola, VG1110,BVI
HoundéExploration BF1Inc Holding British VirginIslands Joint Venture BF1 Inc 75% 100% c/o Maples and Calder, Ritter House, POBox 173, Road Town, Tortola, VG1110,BVI
HoundéExploration BFS.à r.l. Exploration Burkina Faso Houndé Exploration BF1Inc 75% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 13 BP 60Ouagadougou 13, Burkina Faso
Sarama JVHoldings Limited Holding British VirginIslands Joint Venture BF1 Inc 75% 100% c/o Maples and Calder, Ritter House, POBox 173, Road Town, Tortola, VG1110,BVI
Entity Principal activity Place ofincorporation andoperation Proportion of ownershipHeld By interest and voting power held Registered Address
Group % %
Sarama JVMining S.à r.l. Exploration Burkina Faso Sarama JV HoldingsLimited Holding75% Holding 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 11 BP 818 CMSOuagadougou 11, Burkina Faso
Mana BurkinaHoldings Ltd Holding Barbados Endeavour CanadaHoldings Corporation 100% 100% Radley Court, Upper Collymore Rock, St.Michael, Barbados BB14004
African GeoMinMiningDevelopment Holding Barbados Mana Burkina HoldingsLtd 100% 100% Radley Court, Upper Collymore Rock, St.Michael, Barbados BB14004
BirimianDiscovery S.à r.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 11 BP 1196 CMSOuagadougou 11, Burkina Faso
BirimianExploration S.à r.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 Section BLot 35 Parcelle 9, 11 BP 1196 CMSOuagadougou 11, Burkina Faso
BirimianResources S.àr.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 11 BP 1196 CMSOuagadougou 11, Burkina Faso
BurkinaGeoservices S.àr.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 11 BP 1196 CMSOuagadougou 11, Burkina Faso
Mana MinéralS.à r.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 390Ouagadougou 01, Burkina Faso
MET CI S.à r.l. Exploration Côte d'Ivoire Mana Burkina HoldingsLtd 100% 100% Siège Endeavour Mining, rue du LycéeTechnique, Cocody Danga, 06 BP 1334Abidjan 06, Côte d'Ivoire
ResourcesTangayen S.à r.l. Exploration Burkina Faso Mana Burkina HoldingsLtd 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 390Ouagadougou 01, Burkina Faso
Semafo BurkinaFaso SA1 Operations Burkina Faso Mana Burkina HoldingsLtd 85% 85% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 01 BP 390Ouagadougou 01, Burkina Faso
SGML (Capital)Limited Holding Mauritius Endeavour CanadaHoldings Corporation 100% 100% c/o Juristax Corporate Fiduciary & FundServices, Level 3, Ebene House, HotelAvenue, 33 Cybercity, Ebene, 72201,Mauritius
Teranga GoldBurkina Faso(B.V.I.) Holding British VirginIslands Endeavour CanadaHoldings Corporation 100% 100% c/o Maples and Calder, Ritter House, POBox 173, Road Town, Tortola, VG1110
EndeavourExploration Ltd Holding Cayman Endeavour GoldCorporation 100% 100% c/o Mourant Governance Services(Cayman) Limited, 94 Solaris Avenue,Camana Bay, PO Box 1348, GrandCayman KY1-1108, Cayman Islands

Bissa HoldCo S.à r.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.à r.l. Exploration Guinée Endeavour Exploration Ltd 100% 100% 5ème étage n°502, Résidence Joulia, Conakry, Guinea Endeavour Niger SA Exploration Niger Endeavour Exploration Ltd 70% 70% 457 boulevard de l'indépendance, plateau, Niamey, BP 10.014, Niger Endeavour Siguiri. Exploration Guinée Endeavour Exploration Ltd 100% 100% 5ème étage n°502, Résidence Joulia, Conakry, Guinea Etruscan Resources 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, République de Côte d'Ivoire Etruscan Resources Ghana Limited Exploration Ghana Endeavour Exploration Ltd 100% 100% Y/B 15 Augusto Neto Road, Airport Residential Area, Accra, Ghana Endeavour Management Services Abidjan S.à 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 Management Services France Corporate France Endeavour Gold Corporation 100% 100% 19 boulevard Malesherbes 75008 Paris, France Endeavour Management Services London Limited. Corporate United Kingdom Endeavour Gold Corporation 100% 100% 5 Young Street, W8 5EH, London, United Kingdom Endeavour Management Services Monaco S.A.M. Corporate Monaco Endeavour Gold Corporation 100% 100% 7 Boulevard des Moulins, Bureau 76, Monaco 98000 Hippocampus Mining Services S.à r.l Operations 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 Ity Holdings UK Limited Holding United Kingdom Endeavour Gold Corporation 100% 100% 5 Young Street, W8 5EH, London, United Kingdom La Mancha Côte d'Ivoire S.à r.l. Exploration Côte d'Ivoire Ity Holdings UK Limited 100% 100% Abidjan, Cocody Danga, Siège Endeavour Mining, rue du Lycée Technique, 06 BP 2220 Abidjan 06, République de Côte d'Ivoire Société des Mines d'Ity 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 08, République de Côte d'Ivoire Société des Mines 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 08, République de Côte d'Ivoire Entity Principal activity Place of incorporation and operation Held By Proportion of ownership interest and voting power held Registered Address Group % Holding % Holding

Entity Principal activity Place ofincorporation andoperation Held By Proportion of ownershipinterest and voting power held Registered Address
Group %Holding %Holding
Société desMines de FloleuS.A Operations Côte d'Ivoire Ity Holdings UK Limited 90% 90% Abidjan, Cocody Danga, Siège EndeavourMining, Rue du Lycée Technique, 08 BP872 Abidjan 08, République de Côted'Ivoire
Lafigué HoldingsUK Limited Holding UnitedKingdom Endeavour GoldCorporation 100% 100% 5 Young Street, W8 5EH, London, UnitedKingdom
Société desMines de LafiguéS.A Operations Côte d'Ivoire Lafigué Holdings UKLimited 80% 80% Abidjan, Cocody Danga, Siège EndeavourMining, Rue du Lycée Technique, 08 BP872 Abidjan 08, République de Côted'Ivoire
Centre Communde FonctionsSupportEndeavour(CCFSE) GIE Corporate Burkina Faso Endeavour GoldCorporation 100% 100% Ouaga 2000 (Zone A) Secteur 53 SectionB Lot 35 Parcelle 9, 06 BP 9214Ouagadougou 06, Burkina Faso
AUAG Insurance2 Corporate Cayman Endeavour GoldCorporation 100% 100% c/o Mourant Governance Services(Cayman) Limited, 94 Solaris Avenue,Camana Bay, PO Box 1348, GrandCayman KY1-1108, Cayman Islands
COOK JV Ltd3 Exploration Kazakhstan Endeavour ExplorationLimited —% 51% 010000, Astana, Esil district 52/1,Syganak, office 51, Astana, Kazakhstan
West AfricanMining ServicesLLP (formerlyEndeavourMining ServicesLLP)4 Corporate UnitedKingdom Endeavour Mining plc —% —% 5 Young Street, W8 5EH, London, UnitedKingdom
  1. During the three months ended 30 June 2025, the State of Burkina Faso increased their interest in our operating companies from 10% to 15%, in line with the 2024 Mining Code. Refer to note 20.

  2. AUAG has been incorporated as an insurance captive entity whereby certain risks are insured facilitated via a fronting agent.

  3. COOK JV Ltd is legally owned by East Star Plc. After completing all the relevant earn-in requirements the group will hold 51% of the share capital. Management have assessed that the Group controls this entity and as such the Group consolidates 100% of its results in accordance with the requirement of IFRS 10 – Consolidated Financial Statements. 4. 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 – Consolidated Financial Statements.

Disposals, amalgamations and dissolutions

For the year ended 31 December 2025

Teranga Exploration (Ivory Coast) SARL was sold to Thor Explorations Limited during the period.

The following entities were liquidated during the year ended 31 December 2025:

  • Keyman Investment S.A. (Côte d'Ivoire)
  • Resources Burkinor S.àr.l. (Burkina Faso)
  • Exploration Atacora S.àr.l. (Benin)

For the year ended 31 December 2024

The following entities were sold as part of the disposal of Taurus Gold Afema Holdings (BVI) during the year ending 31 December 2024:

  • Taurus Gold Afema Holdings (BVI)
  • Afema Gold SA (Côte d'Ivoire)
  • Taurus Gold CI SARL (Côte d'Ivoire)

24. SEGMENTED INFORMATION

The Group operates in four principal countries, Burkina Faso (Houndé and Mana mines), Côte d'Ivoire (Ity mine, Lafigué mine), 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, 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 2025.

YEAR ENDED 31 DECEMBER 2025
ItyMine Houndé Mine Mana Mine SabodalaMassawa Mine Lafigué Mine Other Total
Revenue
Revenue 1,139.0 883.4 611.7 937.8 662.0 4,233.9
Cost of sales
Operating expenses (292.8) (226.7) (234.4) (239.6) (186.4) (1,179.9)
Depreciation and depletion (84.8) (85.2) (141.8) (243.5) (69.3) (9.3) (633.9)
Royalties (75.0) (90.1) (58.4) (60.1) (43.0) (326.6)
Earnings/(loss) from mine operations 686.4 481.4 177.1 394.6 363.3 (9.3) 2,093.5
YEAR ENDED 31 DECEMBER 2024
ItyMine Houndé Mine Mana Mine SabodalaMassawaMine Lafigué Mine Other Total
Revenue
Revenue 838.1 707.9 356.3 538.2 235.4 2,675.9
Cost of sales
Operating expenses (266.0) (267.8) (202.5) (215.5) (55.6) (1,007.4)
Depreciation and depletion (107.7) (96.5) (95.9) (280.5) (19.5) (9.2) (609.3)
Royalties (53.8) (61.6) (28.6) (31.1) (15.4) (190.5)
Earnings/(loss) from mine operations 410.6 282.0 29.3 11.1 144.9 (9.2) 868.7

Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the years ended 31 December 2025 or 31 December 2024.

The Group's assets and liabilities, including geographic location of those assets and liabilities, are detailed below:

Ity MineCôte d'Ivoire Houndé MineBurkina Faso Mana MineBurkina Faso SabodalaMassawa MineSenegal Lafigué MineCôte d'Ivoire Other Total
Balances as at 31 December 2025
Current assets 255.7 131.8 110.6 370.8 184.7 103.6 1,157.2
Mining interests 403.9 426.2 408.3 1,725.6 545.3 234.4 3,743.7
Goodwill 39.6 94.8 134.4
Other long-term assets 166.4 91.8 35.8 177.0 62.8 37.7 571.5
Total assets 826.0 649.8 594.3 2,368.2 792.8 375.7 5,606.8
Current liabilities 290.4 122.3 104.6 235.2 228.2 62.2 1,042.9
Other long-term liabilities 47.6 53.4 103.7 345.5 96.7 499.0 1,145.9
Total liabilities 338.0 175.7 208.3 580.7 324.9 561.2 2,188.8
For the year ended 31 December2025
Additions/expenditures on mininginterests 62.9 138.8 154.3 91.4 99.7 59.3 606.4
Sabodala
Ity MineCôte d'Ivoire Houndé MineBurkina Faso Mana MineBurkina Faso Massawa MineSenegal Lafigué MineCôte d'Ivoire Other Total
Balances as at 31 December 2024
Current assets 197.4 187.0 85.7 257.9 82.2 154.6 964.8
Mining interests1 413.2 365.2 409.1 1,884.4 518.9 390.0 3,980.8
Goodwill 39.6 94.8 134.4
Other long-term assets 115.3 64.1 25.8 175.8 29.3 23.1 433.4
Total assets 725.9 616.3 560.2 2,412.9 630.4 567.7 5,513.4
Current liabilities 189.0 123.0 91.1 160.0 142.3 116.3 821.7
Other long-term liabilities 66.5 56.7 71.5 366.1 123.6 1,014.4 1,698.8
Total liabilities 255.5 179.7 162.6 526.1 265.9 1,130.7 2,520.5
For the year ended 31 December2024
Additions/expenditures on mininginterests 80.0 64.1 98.9 186.5 190.7 55.9 676.1
  1. The segmental split of the mining interest balance as at 31 December 2024 has been restated to better reflect the way information is provided to and used by the Company's chief operating decision maker. The change had no effect on the total carrying value of the mining interest presented.

25. 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 debt, net of cash and cash equivalents and restricted cash.

Capital, as defined above, is summarised in the following table:

31 December2025 31 December2024
Equity 3,418.1 2,992.9
Current portion of long-term debt 42.4 51.2
Long-term debt 554.5 1,060.0
Lease liabilities 88.8 50.0
Overdraft facility 13.1
4,103.8 4,167.2
Less:
Cash and cash equivalents (453.3) (397.3)
Restricted cash (61.7) (62.1)
Total 3,588.8 3,707.8

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 2025 and 31 December 2024, the Group was in compliance with these covenants.

26. COMMITMENTS AND CONTINGENCIES

Commitments

The Group has commitments in place at all five of its mines and as at 31 December 2025 the Group had approximately $69.9 million (31 December 2024: $55.7 million) in commitments relating to ongoing capital projects at its various mines.

Legal proceedings

From time to time, the Group is involved in various claims, legal proceedings, tax, and other regulatory assessments and complaints arising in the ordinary course of business from third parties and current or former employees.

The Group and its legal counsel consider the merits of each claim and the probable outcome. 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. Material litigation is described below. 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.

Potential class action relating to CEO dismissal

The Group assessed potential claims and contingencies related to the former CEO's misconduct, such as legal claims from shareholders, regulatory inquiries and legal proceedings taken by the former CEO.

In 2024, three separate proposed class actions were brought on behalf of shareholders in Ontario Canada, which have now been consolidated into one and will proceed as such. The action asserts various claims including alleged misrepresentations relating to the consideration for the disposal of the Agbaou mine, in particular the $5.9 million irregular payment directed by the former CEO, Sébastien de Montessus, and alleged misrepresentations relating to other asset disposal referenced in the findings of the internal investigation announced on 27 March 2024, and the quality of the Company's internal controls over financial reporting and governance structures. The action is still 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 the Ontario court rules it can proceed. 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.

Regulatory matters

The Group's mining and exploration activities are subject to various laws and regulations including but not limited to those governing the mining sector, foreign exchange, the environment, local procurement and employment. These laws and regulations are continually changing and are generally becoming more challenging. The Group is subject to government audits of which some are ongoing and others are scheduled over the upcoming year and to which the outcomes remain uncertain.

During the year, in relation to the Group's Ity and Lafigué mines in Côte d'Ivoire, the Group received preliminary customs assessments in relation to 2024 and 2025. The Group was able to satisfactorily clear a material part of the custom-related matters raised and the unresolved matters are within the appeal process. The remaining exposure is considered immaterial and has not been provided for.

During the fourth quarter of 2025, the Group agreed to pay the Government's imposed 2% increase in statutory royalty rates, subject to certain conditions following our initial appeals notwithstanding the stabilisation afforded by the mining code and mining conventions and protection under international law, which resulted in the recognition of a $36.6 million charge to Other expenses (note 5E) for the year ended 31 December 2025. This was made in the context and as part of ongoing negotiations between the mining industry acting through the Chamber of Mines in Côte d'Ivoire and the Government seeking to establish a fair and equitable fiscal framework adapted to a high gold price environment. Our conditions remain to be accepted and include the waiver of penalties, for which the Group has not provided.

The Group believes its operations are 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. Refer to note 22 regarding uncertain tax positions.

Sabodala stream

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 2025 and as at 31 December 2025, 55,617 ounces are still to be delivered under the Fixed Delivery Period.

27. SUBSEQUENT EVENTS

East Star strategic investment

The Group completed a strategic investment in East Star Resources Plc in January 2026 consisting of the subscription of a £1.7 million unsecured convertible loan note ("CLN") convertible at £0.023 per share. This is in addition to the purchase of 4.2 million ordinary shares at an issue price of £0.023 per share totalling £96,600 during December 2025. Following the subscription and full conversion in February 2026 of the CLN, the Group holds 14.3% of East Star Resources Plc's issued share capital.

Interim dividend

On 29 January 2026, the Board of Directors of the Company announced its second interim dividend for 2026 of $200.0 million or approximately $0.83 per share, which will be paid on 14 April 2026 to shareholders on the register at close on 13 March 2026.

Share buyback programme

Subsequent to 31 December 2025 and up to 3 March 2026, the Group has repurchased a total of 115,000 shares at an average price of $53.21 for total cash outflows of $6.1 million.

Additional drawdowns on RCF

Subsequent to 31 December 2025 there has been additional drawdowns on the RCF of $50.0 million, leaving a total drawn position of $50.0 million as at 4 March 2026.