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Endeavour Mining PLC — Capital/Financing Update 2021
Jul 20, 2021
5068_rns_2021-07-20_b5de7435-eda3-417f-8e3a-3cb1b1306279.pdf
Capital/Financing Update
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A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.
This short form base shelf prospectus has been filed under legislation in all provinces of Canada, other than Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.
Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Endeavour Mining plc at 5 Young Street, London, England, W8 5EH, telephone +44 203 011 2719, and are also available electronically at www.sedar.com.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue and/or Secondary Offering
July 20, 2021

ENDEAVOUR MINING PLC
US$2,000,000,000
Endeavour Shares
Debt Securities
Warrants
Subscription Receipts
Units
Endeavour Mining plc (“Endeavour” or the “Corporation”) may from time to time offer and issue (i) ordinary shares (“Endeavour Shares”), (ii) debt securities (“Debt Securities”), (iii) warrants to purchase Endeavour Shares or Debt Securities (“Warrants”), (iv) subscription receipts (“Subscription Receipts”) or (v) any combination of such securities or units (“Units”) comprised of one or more of such securities (the Endeavour Shares, Debt Securities, Warrants, Subscription Receipts and Units are collectively referred to as the “Securities”) with an aggregate offering price not to exceed US$2,000,000,000 (or its equivalent in Canadian dollars or any other currency or currency unit used to denominate the Securities at the time of offering) during the 25 month period that this short form base shelf prospectus (the “Prospectus”), including any amendments hereto, remains valid. La Mancha Holding S.à r.l. (“La Mancha”) and its affiliates (together, the “Selling Shareholder”) may also offer and sell Endeavour Shares from time to time pursuant to this Prospectus. See “Selling Shareholder”.
The Corporation’s registered office and executive office is located at 5 Young Street, London, England, W8 5EH.
The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying shelf prospectus supplement (a “Prospectus Supplement”) and may include, where applicable (i) in
the case of Endeavour Shares, the number of Endeavour Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution), whether the Endeavour Shares are being offered for cash and any other specific terms, (ii) in the case of Debt Securities, the aggregate principal amount and ranking of Debt Securities being offered, the issue and delivery date, the maturity date, the offering price, the interest provisions, the currency or currency unit for which the Debt Securities may be purchased, the authorized denominations, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, the method of distribution, the form of Debt Securities, whether the Debt Securities will be secured by any of the Corporation's assets or guaranteed by any other person, and any other specific terms, (iii) in the case of Warrants, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Endeavour Shares or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, and any other specific terms, (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the procedures for the exchange of the Subscription Receipts for Securities, the currency in which the Subscription Receipts are issued and any other specific terms, or (v) in the case of Units, the number of Units offered, a description of the Units including the Securities comprising the Units, the offering price or manner of determining the offering price and any other specific terms. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.
This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates.
All information omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the applicable Prospectus Supplement and only for the purposes of the distribution of the Securities to which the applicable Prospectus Supplement pertains.
The outstanding Endeavour Shares are listed on the London Stock Exchange's Main Market under the symbol "EDV", the Toronto Stock Exchange (the "TSX") under the symbol "EDV" and trade on Canadian alternative trading systems and are quoted in the United States on OTCQX International under the symbol "EDVMF". There is currently no market through which Securities, other than the Endeavour Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities, other than the Endeavour Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See "Risk Factors".
This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. The Corporation may offer and sell the Securities and the Selling Shareholder may offer and sell Endeavour Shares to or through, underwriters or dealers purchasing as principals, and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. See "Plan of Distribution". A Prospectus Supplement relating to each issue of Securities offered thereby will identify each underwriter, dealer or agent, as the case may be, engaged by Endeavour in connection with the offering and sale of the Securities, or by the Selling Shareholder in connection with the offering and sale of Endeavour Shares, and will set forth the terms of the offering of such Securities, including the method of distribution, the proceeds to the Corporation and/or the Selling Shareholder and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms relating to the offering of such Securities.
Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities (other than Endeavour Shares sold by the Selling Shareholder) will be a new issue of Securities. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation and/or the Selling Shareholder. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
In connection with any offering of the Securities, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. These transactions may be commenced, interrupted or discontinued at any time. See "Plan of Distribution".
The Corporation is incorporated under the laws of a foreign jurisdiction and a majority of the directors and the officers signing the Certificate of the Corporation for this Prospectus, namely, Michael E. Beckett, James Askew, Alison Baker, Sofia Bianchi, David Mimran, Sébastien de Montessus, Tertius Zongo, Naguib Sawiris, Carmen Letton and Joanna Pearson, reside outside of Canada. In addition, the following Qualified Persons (as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects) reside outside of Canada: Salih Ramazan, Kevin Harris, Gerard De Hert, Mark Zammit, Neil Lincoln, Marius Phillips, Glen Williamson, John Graindorge, Jean-Sébastien Houle, Timothy Rowles, Richard Gowans, Christopher Jacobs, Eur Ing Bruce Pilcher, Jane Spooner, Charley Murahwi, James Christopher Lane, Graham E. Trusler, Peter Mann, Jeff Martin, David Gordon, William Sarunic, David Morgan, Paul Blackney and Allan Earl. The Corporation, these directors and officers of the Corporation and these Qualified Persons have each appointed Cartan Limited, Box 48, Suite 5300, Toronto Dominion Bank Tower, Toronto, Ontario M5K 1E6 as agent for service of process in Canada. The Selling Shareholder is incorporated under the laws of a foreign jurisdiction and has appointed Norton Rose Fulbright Canada LLP, 1 Place Ville Marie, Suite 2500, Montreal, Québec, H3B 1R1 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if such person or company has appointed an agent for service of process.
No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.
Investing in the Securities involves certain risks. Prospective purchasers of the Securities should carefully consider all the information in this Prospectus and in the documents incorporated by reference in this Prospectus. See "Risk Factors".
TABLE OF CONTENTS
Page
CAUTION REGARDING FORWARD-LOOKING INFORMATION ... 1
DOCUMENTS INCORPORATED BY REFERENCE ... 2
CURRENCY AND FINANCIAL STATEMENT PRESENTATION ... 3
CONVERSION TABLE AND TECHNICAL ABBREVIATIONS ... 4
THE CORPORATION ... 5
BUSINESS OF THE CORPORATION ... 6
EMERGING MARKET ISSUER DISCLOSURE ... 75
CONSOLIDATED CAPITALIZATION ... 79
USE OF PROCEEDS ... 79
DESCRIPTION OF EXISTING INDEBTEDNESS ... 79
SELLING SHAREHOLDER ... 80
PLAN OF DISTRIBUTION ... 82
DESCRIPTION OF SHARE CAPITAL ... 83
DESCRIPTION OF DEBT SECURITIES ... 87
DESCRIPTION OF WARRANTS ... 89
DESCRIPTION OF SUBSCRIPTION RECEIPTS ... 90
DESCRIPTION OF UNITS ... 91
OTHER MATTERS RELATING TO THE SECURITIES ... 92
EARNINGS COVERAGE RATIOS ... 94
PRIOR SALES ... 94
MARKET FOR SHARES ... 94
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 94
RISK FACTORS ... 94
INTERESTS OF EXPERTS ... 95
LEGAL MATTERS ... 97
AUDITORS, TRANSFER AGENT AND REGISTRAR ... 97
PURCHASER'S STATUTORY RIGHTS ... 97
CONTRACTUAL RIGHTS OF RESCISSION ... 97
CERTIFICATE OF ENDEAVOUR MINING PLC ... C-1
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus, or incorporated by reference herein, that are not current or historic factual statements constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements with respect to Endeavour’s plans or future financial or operating performance, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, commodity prices, conclusions of economic assessments of projects, the timing and amount of estimated future production, costs of future production, future capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting timelines, requirements for additional capital, sources and timing of additional financing, economic, political and regulatory conditions, realization of unused tax benefits, the future outcome of legal and tax matters and the intentions of the Selling Shareholder with respect to future sales of Endeavour Shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “will continue” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “have potential” or “will be taken”, “occur” or “be achieved”.
The material factors or assumptions used to develop material forward-looking information are disclosed throughout this Prospectus, the documents incorporated by reference herein and other publicly available filings of Endeavour. Certain statements contained in this Prospectus, or incorporated by reference herein, that are not current or historic factual statements constitute “forward-looking information” within the meaning of applicable securities laws. The assumptions and factors which may prove to be incorrect, include, but are not limited to: the specific assumptions set forth in this Prospectus, or incorporated by reference herein; the expectations and beliefs of management; that production and forecasts meet expectations and are consistent with estimates; that prices for gold remain consistent with the Corporation’s expectations; that there are no significant disruptions affecting operations, including labour disruptions, supply disruptions, power disruptions, security disruptions, damage to or loss of equipment, whether due to flooding, political changes, title issues, intervention by local landowners, environmental concerns, pandemics (including COVID-19) or otherwise; that development and exploration at the Corporation’s projects proceed on a basis consistent with current expectations and the Corporation does not change its development and exploration plans and forecasts; that the exchange rate between the Canadian dollar, the United States dollar, the Euro and the West Africa Franc CFA remain consistent with current levels or as set out in this Prospectus, or incorporated by reference herein; that prices for key mining supplies, including labour costs and consumables remain consistent with the Corporation’s current expectations; that prices for key supplies including natural gas, fuel oil and electricity remain consistent with current levels; that plant, equipment and processes will operate as anticipated; that there are no material variations in the current tax and regulatory environment or the tax positions taken by the Corporation; that the Corporation will maintain access to surface rights; that the Corporation will be able to obtain and maintain government approvals, permits and licenses in connection with the continued operation and development of its existing operations, development and exploration activities; and that the Corporation can access adequate financing, appropriate equipment and sufficient labour, all at acceptable rates.
Forward-looking information, while based on management’s best estimates and assumptions, is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Endeavour to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations, including security risks; risks related to joint venture operations; risks related to general economic conditions and credit availability; actual results of current exploration activities; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which Endeavour operates; actual resolutions of legal and tax matters; as well as those factors discussed in the section titled “Risk Factors” and the section titled “Risk Factors” in the UK Prospectus (as defined herein), which readers are advised to carefully review and consider.
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Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. The Corporation does not undertake to update any forward-looking information, whether as a result of new information, future events or otherwise except as, and to the extent, required by applicable securities laws.
All of the forward-looking information made in this Prospectus and the documents incorporated by reference herein is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Endeavour.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at the address set forth on the cover page of this Prospectus, and are also available electronically at www.sedar.com ("SEDAR").
The following documents filed with the securities commissions or similar authorities in each of the provinces of Canada are specifically incorporated by reference into and form an integral part of this Prospectus:
(a) the audited consolidated financial statements of Endeavour Mining Corporation ("Old EDV") as at and for the years ended December 31, 2020 and 2019, together with the notes thereto and the auditors' report thereon ("Annual Financial Statements");
(b) the audited consolidated financial statements of Old EDV as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the independent auditor's report thereon.
(c) the unaudited condensed interim consolidated financial statements of Old EDV as at March 31, 2021 and for the three months ended March 31, 2021 and 2020, together with the notes thereto;
(d) the management discussion and analysis of the financial condition and results of operations of Old EDV as at and for the year ended December 31, 2020 ("Annual MD&A");
(e) the management discussion and analysis of the financial condition and results of operations of Old EDV as at and for the three months ended March 31, 2021 ("Interim MD&A");
(f) the circular to shareholders and explanatory statement of Old EDV dated April 23, 2021; and
(g) the prospectus of the Corporation dated June 9, 2021, in respect of the Corporation's admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange (the "UK Prospectus"), other than Annex I to the UK Prospectus.
Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the independent auditor's report thereon, management's discussion and analysis and information circulars of Endeavour and any template version of "marketing materials" (as defined in National Instrument 41-101 — General Prospectus Requirements ("NI 41-101") filed with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of the distribution of Securities shall be deemed to be incorporated by reference into this Prospectus.
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Any statement in this Prospectus or contained in a document incorporated or deemed to be incorporated by reference in this Prospectus is deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseded statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
When Endeavour files a new annual information form and audited consolidated financial statements and related management's discussion and analysis with, and where required, they are accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the following documents will be deemed no longer incorporated by reference in this Prospectus for purposes of future offers and sales of securities under this Prospectus: any previous annual information form, any previous audited consolidated financial statements and related management's discussion and analysis, all unaudited interim consolidated financial statements or reports and related management's discussion and analysis, all material change reports filed prior to the commencement of Endeavour's financial year in which the new annual information form is filed, and any information circular filed prior to the commencement of Endeavour's financial year in respect of which the new annual information form is filed.
Investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. Endeavour has not authorized anyone to provide investors with different or additional information. Endeavour is not making an offer of Securities in any jurisdiction where the offer is not permitted by law. Investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of the applicable Prospectus Supplement.
Certain "marketing materials" (as that term is defined under NI 41-101) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any "template version" of any "marketing materials" (as those terms are defined in NI 41-101) that is provided in connection with a distribution of Securities and filed by the Corporation with applicable regulatory authorities after the date of the applicable Prospectus Supplement for the offering and before the termination of the distribution of such Securities will be deemed to be incorporated by reference into that Prospectus Supplement.
References to the Corporation's website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and we disclaim any such incorporation by reference.
CURRENCY AND FINANCIAL STATEMENT PRESENTATION
The Corporation's and Old EDV's financial statements and financial information are presented in United States dollars. All dollar amounts referenced in this Prospectus, unless otherwise indicated, are expressed in Canadian dollars. United States dollars are referred to as "US dollars" or "US$".
Certain information incorporated by reference in this Prospectus with respect to the Corporation or Old EDV, as applicable, includes non-GAAP financial measures, which are not defined under International Financial Reporting Standards ("IFRS"). Please refer to the Annual MD&A and Interim MD&A which are incorporated by reference in this Prospectus, for definitions and reconciliations of these non-GAAP measures and an explanation of why the Corporation believes the non-GAAP financial measures provide useful additional information related to the operating results of the Corporation. These non-GAAP financial measures should also be read in conjunction with the Corporation's or Old EDV's, as applicable, Annual Financial Statements, which are also incorporated by reference in this Prospectus. Prospective investors are cautioned that non-GAAP financial measures should not be construed as an alternative to the IFRS consolidated statements of income or other IFRS statements. Further, these measures do not
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have any standardized meaning and the Corporation's or Old EDV's, as applicable, method of calculating each measure may not be comparable to calculations used by other companies bearing the same description.
CONVERSION TABLE AND TECHNICAL ABBREVIATIONS
Amounts in this Prospectus are generally in metric units. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below. All ounces are troy ounces and 14.58 troy ounces equal one pound (containing 16 imperial ounces).
Conversion from Imperial measure to Metric and from Metric to Imperial
| Imperial Measure | Metric Unit | Metric Measure | Imperial Unit |
|---|---|---|---|
| 2.47 acres | 1 hectare | 0.4047 hectares | 1 acre |
| 3.28 feet | 1 metre | 0.3048 metres | 1 foot |
| 0.62 miles | 1 kilometre | 1.609 kilometres | 1 mile |
| 35.315 cubic feet | 1 cubic metre | 0.0283 cubic metres | 1 cubic foot |
| 0.032 ounces (troy) | 1 gram | 31.103 grams | 1 ounce (troy) |
| 1.102 tons (short) | 1 tonne | 0.907 tonnes | 1 ton |
| 0.029 ounces (troy/ton) | 1 gram/tonne | 34.28 grams/tonne | 1 ounce (troy/ton) |
Unless otherwise defined, abbreviations used in this Prospectus have the following meanings:
Abbreviation Definitions
| Abbreviation | Definition |
|---|---|
| Au | gold |
| CFA | French West African currency (CFA franc) |
| DD | diamond drilling |
| g | gram |
| ha | hectare |
| kg | kilogram |
| km | kilometre |
| koz | thousands of ounces (troy) |
| kV | kilovolt |
| LOM | Life of Mine |
| m | metre |
| M | million |
| Moz | million ounces (troy) |
| Mt | million metric tonnes |
| Mtpa | million metric tonnes per annum |
| MW | megawatt |
| Mwh | megawatt hour |
| oz(s) | ounce or ounces (troy) |
| RAB | rotary air blast |
| RC | reverse circulation |
| ROM | run of mine |
| t | metric tonne |
THE CORPORATION
Overview
Endeavour is a multi-asset gold producer focused on West Africa. Endeavour's assets include the Ity Mine in Côte d'Ivoire, the Boungou, Houndé, Karma, Mana and Wahgnion Mines in Burkina Faso, and the Sabodala-Massawa Mine in Senegal. Endeavour also has four development projects, Fetekro, Kalana, Bantou and Nabanga and a strong portfolio of exploration assets on the highly prospective Birimian Greenstone Belt across Burkina Faso, Côte d'Ivoire, Mali, Senegal, Niger and Guinea.
Corporate Structure
Old EDV was incorporated on July 25, 2002 under the laws of the Cayman Islands under the name "Endeavour Mining Capital Corp". On July 16, 2008 it changed its name to "Endeavour Financial Corporation" and then on September 14, 2010 it changed its name to "Endeavour Mining Corporation".
The Corporation was incorporated on March 21, 2021 as a public limited company limited by shares with registered number 13280545. The Corporation principally operates under the UK Companies Act 2006 and the regulations made thereunder.
On June 11, 2021, Old EDV announced that the scheme of arrangement to establish the Corporation as the parent company of Old EDV (the "Scheme") had become effective. Each shareholder in Old EDV at the effective time of the Scheme received one Endeavour Share for each ordinary share held in Old EDV at such time. The entire issued share capital of Old EDV was transferred to the Corporation and Old EDV became a wholly-owned subsidiary of the Corporation.

The Corporation's registered office and executive office is located at 5 Young Street, London, England, W8 5EH.
Except as otherwise indicated or the context otherwise requires, in this Prospectus, references to "the Corporation" refers to the Corporation and its subsidiaries, and, prior to the effective date of the Scheme, refers to Old EDV and its subsidiaries.
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Recent Developments
On June 14, 2021, the Corporation announced that its entire issued ordinary share capital had been admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market.
On June 11, 2021, the Corporation announced that the Scheme had become effective. Each shareholder in Old EDV at the effective time of the Scheme received one Endeavour Share for each ordinary share held in Old EDV at such time. The entire issued share capital of Old EDV was transferred to the Corporation and Old EDV became a wholly-owned subsidiary of the Corporation.
On June 8, 2021, the Corporation entered into a relationship agreement with the Selling Shareholder, which, in effect, replaced the investor rights agreement dated September 18, 2015, as amended, between Old EDV and the Selling Shareholder (the “Investor Rights Agreement”). See “Selling Shareholder – Relationship Agreement”.
On February 10, 2021, the Corporation completed the acquisition of Teranga Gold Corporation (“Teranga”). Through the acquisition, the Corporation added the Wahgnion Mine in Burkina Faso and the Sabodala-Massawa Mine in Senegal to its portfolio. The acquisition was effected through a court-approved plan of arrangement, through which the shareholders of Teranga received 0.47 of an ordinary share of Old EDV for each Teranga share held. In connection with the acquisition of Teranga, La Mancha exercised its anti-dilution right and invested US$200 million via a placement of approximately 8.9 million Old EDV shares. The investment closed on March 30, 2021 and following this investment, La Mancha’s anti-dilution right has been extinguished.
On January 21, 2021, the Corporation announced the sale of its non-core Agbaou Mine in Côte d’Ivoire to Allied Gold Corp. The Corporation completed the transaction on March 2, 2021, selling its 85% interest in the mine for a consideration of up to US$80 million, with further upside through its equity exposure and a net smelter return royalty. The total consideration consisted of US$16.4 million in cash (US$20.0 million net of working capital adjustments of US$3.6 million upon closing) of which US$10.5 million was paid in the first quarter of 2021 and US$40 million in Allied Gold shares and a contingent payment of up to US$20 million, comprised of US$5 million for each quarter of 2021 where the average gold price exceeds US$1,900/oz (of which none is receivable for the first two quarters of 2021). In addition, the Corporation received a net smelter royalty on ounces produced in excess of the Agbaou reserves estimated as at December 31, 2019. The royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least US$1,400/oz, 2% if the gold price is at least US$1,200/oz and less than US$1,400/oz, 1% if the gold price is at least US$1,000/oz and less than US$1,200/oz, and 0% if gold price is below US$1,000/oz.
Since the outbreak of the global COVID-19 pandemic, Endeavour has been focused on ensuring the well-being of its employees, contractors and local communities, while ensuring business continuity. In addition, host governments have taken strict and proactive measures to minimize overall exposure. Endeavour is working in close coordination with the national health authorities to implement and augment government protocols in surrounding communities and has implemented a range of preventative measures across all its sites, including social distancing, health screening, augmented hygiene and restricted access to sites. A business continuity program was put in place in early March 2020 to mitigate risks from the outbreak of the pandemic, including: key expatriates returned to site before the suspension of commercial airline flights and border closures; business operations have been reviewed and stress tested for different scenarios based on various escalations of protective measures; the supply chain has been assessed with measures put in place in the event that suppliers are unable to deliver; supply inventories have been assessed with critical supplies topped up on site; and the ability to ship and sell gold was identified as a key risk and mitigation measures were put in place. Each of Endeavour’s operations are continuing to operate at normal levels with gold shipments and sales continuing, albeit with increased health and safety measures.
BUSINESS OF THE CORPORATION
The following mineral reserves and resources were estimated as at December 31, 2020 in accordance with the provisions adopted by the Canadian Institute of Mining Metallurgy and Petroleum ("CIM") and incorporated into Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
Mineral Reserves and Mineral Resources
| On a 100% basis | On an attributable basis | |||||
|---|---|---|---|---|---|---|
| Resources shown inclusive of Reserves | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) |
| Boungou Mine (90% owned) | ||||||
| Proven Reserves | 1.7 | 3.83 | 213 | 1.6 | 3.83 | 191 |
| Probable Reserves | 6.8 | 3.60 | 791 | 6.1 | 3.60 | 712 |
| P&P Reserves | 8.6 | 3.65 | 1,004 | 7.7 | 3.65 | 904 |
| Measured Resource (incl. reserves) | 1.9 | 3.89 | 244 | 1.8 | 3.89 | 219 |
| Indicated Resources (incl. reserves) | 12.5 | 3.23 | 1,295 | 11.2 | 3.23 | 1,165 |
| M&I Resources (incl. reserves) | 14.4 | 3.32 | 1,538 | 13.0 | 3.32 | 1,385 |
| Inferred Resources | 0.8 | 3.03 | 82 | 0.8 | 3.03 | 74 |
| Houndé Mine (90% owned except 100% owned Golden Hill) | ||||||
| Proven Reserves | 2.6 | 1.26 | 104 | 2.3 | 1.26 | 93 |
| Probable Reserves | 43.7 | 1.76 | 2,480 | 39.4 | 1.76 | 2,232 |
| P&P Reserves | 46.3 | 1.74 | 2,584 | 41.7 | 1.74 | 2,326 |
| Measured Resource (incl. reserves) | 2.8 | 1.26 | 112 | 2.5 | 1.26 | 101 |
| Indicated Resources (incl. reserves) | 79.2 | 1.75 | 4,469 | 72.6 | 1.76 | 4,098 |
| M&I Resources (incl. reserves) | 82.0 | 1.74 | 4,581 | 75.1 | 1.74 | 4,198 |
| Inferred Resources | 18.3 | 1.69 | 999 | 17.7 | 1.70 | 966 |
| Ity Mine (85% owned except 90% owned Le Plaque) | ||||||
| Proven Reserves | 10.2 | 0.95 | 312 | 8.7 | 0.95 | 265 |
| Probable Reserves | 43.7 | 1.73 | 2,433 | 37.5 | 1.73 | 2,096 |
| P&P Reserves | 53.9 | 1.58 | 2,745 | 46.2 | 1.58 | 2,361 |
| Measured Resource (incl. reserves) | 11.6 | 0.95 | 354 | 9.8 | 0.95 | 301 |
| Indicated Resources (incl. reserves) | 65.6 | 1.62 | 3,407 | 56.1 | 1.62 | 2,930 |
| M&I Resources (incl. reserves) | 77.1 | 1.52 | 3,762 | 66.0 | 1.52 | 3,231 |
| Inferred Resources | 17.9 | 1.32 | 762 | 15.3 | 1.32 | 651 |
| Karma Mine (90% owned) | ||||||
| Proven Reserves | 0.3 | 0.40 | 4 | 0.3 | 0.40 | 4 |
| Probable Reserves | 5.2 | 0.93 | 154 | 4.6 | 0.93 | 138 |
| P&P Reserves | 5.5 | 0.90 | 158 | 4.9 | 0.90 | 142 |
| Measured Resource (incl. reserves) | 0.3 | 0.40 | 4 | 0.3 | 0.40 | 4 |
| Indicated Resources (incl. reserves) | 47.7 | 1.24 | 1,894 | 42.9 | 1.24 | 1,705 |
| M&I Resources (incl. reserves) | 48.0 | 1.23 | 1,898 | 43.2 | 1.23 | 1,708 |
| Inferred Resources | 16.2 | 1.30 | 679 | 14.6 | 1.30 | 611 |
| Mana Mine (90% owned) | ||||||
| Proven Reserves | 5.7 | 3.18 | 578 | 5.1 | 3.18 | 520 |
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| On a 100% basis | On an attributable basis | |||||
|---|---|---|---|---|---|---|
| Resources shown inclusive of Reserves | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) |
| Probable Reserves | 8.6 | 3.05 | 839 | 7.7 | 3.05 | 755 |
| P&P Reserves | 14.2 | 3.10 | 1,418 | 12.8 | 3.10 | 1,276 |
| Measured Resource (incl. reserves) | 10.8 | 2.19 | 758 | 9.7 | 2.19 | 683 |
| Indicated Resources (incl. reserves) | 34.5 | 2.03 | 2,250 | 31.0 | 2.03 | 2,025 |
| M&I Resources (incl. reserves) | 45.2 | 2.07 | 3,009 | 40.7 | 2.07 | 2,708 |
| Inferred Resources | 10.2 | 2.14 | 701 | 9.2 | 2.14 | 630 |
| Sabodala-Massawa Complex (90% owned) | ||||||
| Proven Reserves | 17.3 | 1.25 | 696 | 15.6 | 1.25 | 626 |
| Probable Reserves | 60.1 | 2.12 | 4,101 | 54.1 | 2.12 | 3,691 |
| P&P Reserves | 77.4 | 1.93 | 4,796 | 69.6 | 1.93 | 4,317 |
| Measured Resource (incl. reserves) | 19.4 | 1.38 | 862 | 17.5 | 1.38 | 775 |
| Indicated Resources (incl. reserves) | 82.7 | 2.17 | 5,778 | 74.4 | 2.17 | 5,201 |
| M&I Resources (incl. reserves) | 102.1 | 2.02 | 6,640 | 91.9 | 2.02 | 5,976 |
| Inferred Resources | 24.3 | 2.21 | 1,728 | 21.8 | 2.21 | 1,555 |
| Wahgnion Mine (90% owned) | ||||||
| Proven Reserves | 2.2 | 1.23 | 86 | 2.0 | 1.23 | 77 |
| Probable Reserves | 24.3 | 1.64 | 1,282 | 21.8 | 1.64 | 1,154 |
| P&P Reserves | 26.4 | 1.61 | 1,367 | 23.8 | 1.61 | 1,230 |
| Measured Resource (incl. reserves) | 2.4 | 1.23 | 97 | 2.2 | 1.23 | 87 |
| Indicated Resources (incl. reserves) | 41.8 | 1.53 | 2,055 | 37.6 | 1.53 | 1,850 |
| M&I Resources (incl. reserves) | 44.2 | 1.51 | 2,152 | 39.8 | 1.51 | 1,937 |
| Inferred Resources | 5.1 | 1.52 | 250 | 4.6 | 1.52 | 225 |
| Bantou (90% owned except 81% owned Karankasso) | ||||||
| Proven Reserves | — | — | — | — | — | — |
| Probable Reserves | — | — | — | — | — | — |
| P&P Reserves | — | — | — | — | — | — |
| Measured Resource (incl. reserves) | — | — | — | — | — | — |
| Indicated Resources (incl. reserves) | — | — | — | — | — | — |
| M&I Resources (incl. reserves) | — | — | — | — | — | — |
| Inferred Resources | 51.1 | 1.37 | 2,245 | 44.9 | 1.36 | 1,956 |
| Fetekro (80% owned) | ||||||
| Proven Reserves | — | — | — | — | — | — |
| Probable Reserves | 32.0 | 2.07 | 2,133 | 25.6 | 2.07 | 1,706 |
| P&P Reserves | 32.0 | 2.07 | 2,133 | 25.6 | 2.07 | 1,706 |
| Measured Resource (incl. reserves) | — | — | — | — | — | — |
| Indicated Resources (incl. reserves) | 32.0 | 2.40 | 2,470 | 25.6 | 2.40 | 1,976 |
On a 100% basis
On an attributable basis
| Resources shown inclusive of Reserves | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) | Tonnage (Mt) | Grade (Au g/t) | Content (Au koz) |
|---|---|---|---|---|---|---|
| M&I Resources (incl. reserves)... | 32.0 | 2.40 | 2,470 | 25.6 | 2.40 | 1,976 |
| Inferred Resources... | 0.8 | 2.51 | 66 | 0.7 | 2.51 | 53 |
| Kalana Project (80% owned) | ||||||
| Proven Reserves... | — | — | — | — | — | — |
| Probable Reserves... | 35.6 | 1.60 | 1,829 | 28.5 | 1.60 | 1,463 |
| P&P Reserves... | 35.6 | 1.60 | 1,829 | 28.5 | 1.60 | 1,463 |
| Measured Resource (incl. reserves)... | — | — | — | — | — | — |
| Indicated Resources (incl. reserves)... | 46.0 | 1.56 | 2,302 | 36.8 | 1.56 | 1,842 |
| M&I Resources (incl. reserves)... | 46.0 | 1.56 | 2,302 | 36.8 | 1.56 | 1,842 |
| Inferred Resources... | 4.6 | 1.67 | 245 | 3.6 | 1.67 | 196 |
| Nabanga (90% owned) | ||||||
| Proven Reserves... | — | — | — | — | — | — |
| Probable Reserves... | — | — | — | — | — | — |
| P&P Reserves... | — | — | — | — | — | — |
| Measured Resource (incl. reserves)... | — | — | — | — | — | — |
| Indicated Resources (incl. reserves)... | — | — | — | — | — | — |
| M&I Resources (incl. reserves)... | — | — | — | — | — | — |
| Inferred Resources... | 3.4 | 7.69 | 841 | 3.1 | 7.69 | 757 |
| Total - Endeavour Mining | ||||||
| Proven Reserves... | 39.9 | 1.55 | 1,992 | 35.4 | 1.56 | 1,777 |
| Probable Reserves... | 259.9 | 1.92 | 16,042 | 225.3 | 1.93 | 13,947 |
| P&P Reserves... | 299.8 | 1.87 | 18,034 | 260.8 | 1.88 | 15,724 |
| Measured Resource (incl. reserves)... | 49.2 | 1.54 | 2,431 | 43.7 | 1.54 | 2,170 |
| Indicated Resources (incl. reserves)... | 441.9 | 1.82 | 25,921 | 388.3 | 1.83 | 22,791 |
| M&I Resources (incl. reserves)... | 491.1 | 1.80 | 28,352 | 432.0 | 1.80 | 24,961 |
| Inferred Resources... | 152.8 | 1.75 | 8,598 | 136.1 | 1.75 | 7,675 |
Qualified Persons
The Qualified Persons responsible for the Mineral Reserve and Resource estimates for Endeavour's material properties are detailed in the following tables.
Mineral Resources
| QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
|---|---|---|
| Kevin Harris, CPG | V.P. Resources, Endeavour | Ity (Colline Sud, La Plaque) |
| Houndé (Bouere, Dohoun, Kari Pump) | ||
| Helen Oliver, FGS, CGeol | Group Resource Geologist, Endeavour Mining | Houndé (Kari West, Kari Center, Kari South, Dafra) |
Mineral Reserves
| QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
|---|---|---|
| Salih Ramazan, FAusIMM | Vice President, Mine Planning, Endeavour Mining | Ity, Houndé Mana (except for Siou and Wona underground) Boungou |
| Stephen Ling, P.Eng. | Director, Integrated Strategy and Asset Performance, Endeavour | Sabodala-Massawa Wahgnion |
| Denis Fleury, P. Eng | Chief Engineer, QP Underground, Endeavour. | Mana (Siou and Wona underground) |
- The Mineral Resources and Reserves have been estimated and reported in accordance with Canadian National Instrument 43-101, 'Standards of Disclosure for Mineral Projects' and the Definition Standards adopted by CIM Council in May 2014.
- Mineral Resources that are not Mineral Reserves do not demonstrate economic viability.
- Mineral Resources are reported inclusive of Mineral Reserves.
- Tonnages are rounded to the nearest 100,000 tonnes; gold grades are rounded to two decimal places; ounces are rounded to the nearest 1,000 oz. Rounding may result in apparent summation differences between tonnes, grade and contained metal.
- Tonnes and grade measurements are in metric units; contained gold is in troy ounces.
- Processing recoveries vary at each pit by many factors including material types, mineralogy and chemistry of the ore. The overall average recoveries are around $92\%$ at Boungou, $91\%$ at Houndé, $83\%$ at Ity, $87\%$ at Mana, $82\%$ Karma, $88\%$ at Sabodala-Massawa, $93\%$ at Wahgnion, $95\%$ at Fetekro and $91\%$ at Kalana.
- The reporting of Mineral Reserves and Resources are based on gold prices as detailed below:
| Mines | Ity | Karma | Houndé | Mana | Boungou | Sabodala-Massawa | Wahgnion |
|---|---|---|---|---|---|---|---|
| Reserves1price US$/oz | 1,300 | 1,300 | 1,300 | 1,500 OP1,300 UG | 1,300 | 1,300 OP1,200 UG | 1,300 |
| Resources2price US$/oz | 1,500 | 1,500 | 1,500 | 1,500 - 1,700 | 1,500 | 1,500 | 1,500 |
| Projects | Kalana | Fetekro | Bantou | Nabanga | Golden Hill | ||
| Reservesprice US$/oz | 1,500 | 1,500 | n/a | n/a | n/a |
Resources 1,500 1,500 1,500 1,800
price US$/oz
- Gold cut-off grades for Mineral Reserves are as follows:
- Boungou is 1.2 g/t for Oxide and 1.3 g/t for transitional and fresh ore.
- Ity cut-off grades vary between 0.4 g/t to 0.6 g/t except the Daapleu Transitional and Fresh, which is 0.8 g/t, and Volcano-Metasediment portion of the Daapleu Fresh cutoff grades is 0.9 g/t.
- Houndé cut-off grades vary between 0.4 g/t to 0.7 g/t.
- Karma cut-off grades vary between 0.3 g/t to 0.5 g/t.
- Mana open pit cut-off grades vary between 0.5 g/t to 0.9 g/t.
- Mana Siou UG cut-off grade is 2.5 g/t.
- Mana Wona UG cut-off grade is 2.25 g/t.
- Kalana cut-off grade varies between 0.4 g/t to 0.6 g/t.
- Fetekro cut-off grade is 0.3 g/t for Oxide ore and 0.4 g/t for Transitional and Fresh ore.
- Sabodala – Massawa open pit cut-off grades range from 0.37 g/t to 0.55 g/t for Oxide, 0.43 g/t to 0.67 g/t for Sulfide ore and 1.24 g/t to 1.26 g/t for Refractory ore.
- Sabodala – Massawa underground cut-off grades range from 2.5 g/t to 2.6 g/t.
-
Wahgnion cut-off grades range from 0.40 g/t to 0.48 g/t for Oxide ore and 0.49 g/t to 0.69 g/t for Sulfide ore.
-
Gold cut-off grades for Mineral Resources are as follows:
- Mana, Boungou and Bantou are based on a gold price of US$1,500/oz except for Wona open pit which is at US$1,700/oz.
- Mana OP is reported at a cut-off grade as defined by deposit and material type, varying from Oxide at 0.41 to 0.56 g/t, Transition at 0.44 to 0.69 g/t and Sulfide at 0.72 to 2.54 g/t.
- Cut-off grade for open-pit at Boungou are defined by material type: Oxide at 0.91 g/t, Transition at 0.91 g/t and Sulfide 1.05 at g/t.
- Cut-off grades for the Bantou Project are defined by deposit, varying from 0.43 g/t to 0.86 g/t.
- Cut-off grade at Boungou is 2.0 g/t.
- Cut-off grade at Siou is 2.2 g/t.
- Cut-off grade at Wona is 1.8 g/t.
- Cut-off grade at Nabanga is at 3.0 g/t.
- Cut-off grades for open pit at Sabodala – Massawa range from 0.31 g/t to 1.09 g/t.
- Cut-off grades for underground at Sabodala-Massawa range from 2.0 g/t to 2.84 g/t.
- Cut-off grade for open pit at Wahgnion ranges from 0.35 g/t to 0.60 g/t.
-
Golden Hill Project has been consolidated under the Houndé Mine. Cut-off grades for open pit at Golden Hill range from 0.49 g/t to 0.55 g/t.
-
The reserve estimation study has been carried out internally for Boungou, Ity, Houndé, Karma and Mana, Sabodala and Wahgnion. Fetekro and Kalana studies were carried out by Snowden.
- Houndé Mine mineral resources are inclusive of Golden Hill mineral resources as at December 31, 2020.
- The Sabodala-Massawa Mine and Wahgnion Mine were acquired by Endeavour on February 10, 2021.
Technical Reports
The scientific and technical information relating to the Corporation’s material properties has been derived from or is based on the following technical reports, copies of which are available electronically on SEDAR at www.sedar.com under the Corporation's profile for Ity and Houndé, SEMAFO Inc.’s (“SEMAFO”) profile for Mana and Boungou, and Teranga’s profile for Sabodala-Massawa and Wahgnion.
| Property | Report | Date Filed |
|---|---|---|
| Boungou | Technical Report on Natougou Gold Deposit Project, Burkina Faso | March 28, 2016 |
| Houndé | Technical Report on the Houndé Gold Mine, Republic of Burkina Faso | June 15, 2020 |
| Ity | Technical Report on the Ity Gold Mine, Republic of Cote D'Ivoire | June 15, 2020 |
| Mana | Technical Report on the Results of the Siou Underground Prefeasibility Study at the Mana Property, Burkina Faso | March 29, 2018 |
| Sabodala-Massawa | Pre-feasibility Study of Sabodala-Massawa Project, Senegal | August 21, 2020 |
| Wahgnion | Amended Technical Report on the Wahgnion Gold Operations, Burkina Faso | August 1, 2019 |
Boungou Mine, Burkina Faso
Information in this section is based on the technical report entitled “Natougou Gold Deposit Project, Burkina Faso”, dated March 23, 2016 (the “Boungou Report”), prepared under the supervision of Neil Lincoln, Vice President, Business Development and Studies at Lycopodium Minerals Canada Ltd. (“Lycopodium”), with the participation of Marius Phillips, MAusIMM (CP), Principal Process Engineer at Lycopodium, Glen Williamson, Principal Mining Engineer at AMC Consultants (Canada) Ltd, John Graindorge, Principal Consultant – Applied
Geosciences at Snowden Mining Industry Consultants Pty. Ltd. (“Snowden”), Jean-Sébastien Houle, Eng. from WSP Canada Inc. and Timothy Rowles, MAusIMM (CP) from Knight Piésold Consulting, all “Qualified Persons” under NI 43-101. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Readers should consult the Boungou Report which is available under SEMAFO’s profile on SEDAR at www.sedar.com to obtain further particulars regarding the Boungou gold deposit. For greater certainty, the Boungou Report is not incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the Boungou Report has been updated under the supervision of, or reviewed, in the case of resources, by Michel Plasse, P Geo, Group Manager - Operations Geology and Reconciliation at Endeavour, and in the case of open pit mining and reserves, by Salih Ramazan, FAusIMM, Vice President Mine Planning at Endeavour, each of whom is a “Qualified Person” under NI 43-101.
Location
The Boungou gold deposits lie within the Boungou Permit Group located in eastern Burkina Faso. The property lies approximately 323 km east-southeast of Ouagadougou, the capital of Burkina Faso. The plant is centred on UTM coordinates 980,734 mE and 1,329,353 mN (WGS84 Zone 31 North).
Access to the site is by means of Route Nationale RN04, an all-weather bitumen road from Ouagadougou through Fada n’Gourma to the Ougarou junction. From there, travel is via a laterite road to the property 60 km to the southeast. Fada n’Gourma is the nearest town with basic hospital, hotel and limited resupply facilities.
The climate of Burkina Faso is semi-arid, with a rainy season from May to September, and a hot dry season from February to April. Access for exploration activities are limited during the rainy season.
Ownership
Boungou's mineral rights comprise of one mining exploitation permit (the "Boungou License"). The Boungou License is held by Semafo Boungou SA. Endeavour, indirectly through its subsidiary Semafo (Barbados) Ltd., holds a 90% stake in Semafo Boungou SA. The remaining 10% interest in Semafo Boungou SA is held by the State of Burkina Faso. Pursuant to its mining convention with the State and local legislation, Endeavour is to pay the State of Burkina Faso a 3% to 5% royalty, on a sliding scale based on prevailing gold prices (i.e. all shipments with gold spot prices lower or equal to US$1,000 per ounce are subject to a royalty rate of 3%, a 4% rate is applied to all shipments with gold spot prices between US$1,000 and US$1,300 per ounce, and a 5% royalty rate is applied on all shipments with a gold spot price greater than US$1,300 per ounce). Boungou’s tax rate is 27.5%.
The Boungou License has a perimeter of 29.06 km² and will expire on January 22, 2024. It remains renewable for consecutive five-year periods.
History
No exploration is known to have occurred on the Tapoa permit group prior to 2010 when Orbis Gold Limited (“Orbis Gold”) commenced soil and rock chip sampling. The soil and rock chip sampling were followed up in 2012 with a regional RC drilling program that resulted in the discovery of the Boungou gold deposit. Resource drilling commenced at Boungou in 2012 and culminated with an initial mineral resource estimate being completed by Snowden in August 2013, which was classified and reported in accordance with the 2004 edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Orbis Gold completed further infill drilling at Boungou in 2014 and the mineral resource estimate was updated by Snowden in August 2014 and was classified and reported in accordance with the 2012 edition of the JORC Code. In February 2015, SEMAFO acquired Orbis Gold. A conversion of the resource from JORC Code to NI 43 101 was completed by Snowden in March 2015 for SEMAFO and reported in accordance with NI 43-101 regulations. Between March 2015 and August 2015, SEMAFO completed an infill drilling program at Boungou aimed at upgrading the confidence in the resource estimate along with exploring targets proximal to the resource area.
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No modern production of gold has occurred within the Tapoa permit group. The central part of the Boungou exploration permit has artisanal activity along the north-to-south trending drainage system. Extraction of gold by the local community from artisanal workings has occurred for an unknown period of time, with free gold recovered by gravity methods in gold pans or through simple sluicing methods. The vertical extent of the workings is unknown, however it is believed to reach a maximum depth of approximately 20m to 40m, although the vast majority of the workings are less than 5m deep. Snowden noted that the deeper workings are extremely localised and limited in extent. The total tonnage and grade of material extracted from artisanal workings at the Boungou gold deposit is unknown, however it is not considered to be material to the current mineral resource estimate.
Geology
The Tawori exploration permit (initially the Boungou exploration permit), which contains the Boungou gold deposit, lies within the Diapaga greenstone belt, a northeast-southwest orientated belt that extends over 250 km in length and over 50 km in width. Endeavour holds four contiguous permits, collectively known as the Tapoa permit group, covering approximately 70 km in strike length along the Diapaga belt.
The stratigraphy at Boungou is relatively simple and quite consistent from hole to hole. The stratigraphy consists of two volcanic flows separated by a volcaniclastic unit. The footwall flow generally progresses upwards from a massive basalt flow to pillowed flows followed by flow breccia and volcaniclastics. The hangingwall is characterized by a medium grained volcanic flow (or sill). All these units are intruded by diorite and/or granodiorite sills, possibly originating from the felsic intrusion located immediately west of the deposit. Late dolerite dykes are also present and appear to be sub-vertical and strike northwest. The Boungou Shear Zone, which hosts the main gold mineralization at Boungou, is located at the contact between the footwall and hangingwall volcanic units, where the volcanic flow top breccias have formed and the volcaniclastics deposited. The contact zone is thought to have served as an area of weakness, focusing the deformation. While the volcaniclastic units are not always present (although the intensity of the alteration can make it difficult to identify), the flow top breccias are interpreted to be ubiquitous across the deposit area.
The Boungou gold deposit can be described as a West African shear zone hosted greenstone gold deposit. The main mineralized lode is interpreted as a flat-lying anticlinal shear that outcrops in the southeast and plunges gently to the northwest. The mineralization has a strike length of approximately 2 km, striking towards a bearing of 315° and an across-strike length of approximately 1 km (towards 45°). The mineralization is gently folded with the fold axis oriented along strike and the limbs dipping gently at approximately 15°.
Gold mineralization is associated with biotite and silica-sericite alteration, along with disseminated sulphides, such as pyrrhotite, pyrite and minor arsenopyrite and chalcopyrite, with occasional free gold. The mineralization is structurally controlled and is hosted primarily within a large shear zone and its associated alteration. Arsenopyrite is almost invariably associated with the presence of gold in assayed samples. The percent arsenopyrite logged can be used as an initial identification of the mineralized lode. Although not common, visible gold has been observed in core in some drill holes.
Exploration
Regional soil sampling and rock chip sampling programs were commenced by Orbis Gold in 2010 and permit scale mapping was conducted during the 2014 field season. SEMAFO updated the works in 2015 to identify areas for detailed investigation.
Orbis Gold defined a large-scale high order (+50 ppb Au) gold-in-soil anomaly in the area surrounding the Natougou discovery. The soil anomaly, defined within a six km by four km survey area, includes multiple zones of higher-order anomalous that have received minimal exploration drilling to date. The higher order soil anomalies present as priority areas for follow-up exploration. A group of anomalous rock chip samples immediately to the north of the Natougou deposit coincided with the +50 ppb Au soil anomaly and are associated with extensive artisanal workings in the area.
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Additionally, Orbis Gold completed 13 trenches between November 2014 and January 2015, with an average length of approximately $38\mathrm{m}$. All of the trenches were within the Boungou permit. The trenches were hand dug to an approximate depth of $1.5\mathrm{m}$ and chip samples collected at one-meter intervals from the side wall close to the base of the trench. Nine of the trenches showed no significant intersections. The best results were obtained from trench BOTR006, which returned an intersection of $9\mathrm{m}$ at $9.43\mathrm{g/t}$ Au (horizontal width; not true width) based on a lower cut-off of $1\mathrm{g/t}$ Au (or $12\mathrm{m}$ at $7.15\mathrm{g/t}$ Au if a lower cut-off of $0.2\mathrm{g/t}$ Au is used).
In 2018, an exploration budget of US$4.96 million contributed to the drilling of 55,512m of RC (526 holes), 615.10m of DD (three holes) and 26,480m of auger (1,911 holes). On the mine permit, a total of 213 RC holes were drilled targeting various extensions to the mineralization around the open pit designs. A total of 78 RC holes were completed on the Tawori permit targeting the continuation of the Boungou Main Shear mineralization, as well as 609 auger holes at the Osaanpalo Target as infill to reconnaissance auger lines drilled in previous years. On the Dangou permit 1911 auger holes were completed on the Dangou Centre target. Promising results were followed up with 105 RC holes. A further 131 RC holes and three DD holes for were completed at the Dangou NE target, following up on anomalous rock chip values collected from an artisanal working site.
In 2019, an exploration budget of US$4.02 million contributed to the drilling of 24,496m of RC (222 holes), 587.00m of DD (3 holes) and 8,169m of auger (807 holes). On the mine permit, 17 RC holes were drilled targeting extensions to the mineralization around the open pit designs. A total of 110 RC holes were completed on the Tawori permit targeting the continuation of the Boungou Main Shear mineralization, with the program supporting positive results from 2018. At the Osaanpalo Target, 13 RC holes and 807 auger holes were completed to follow up on previous years drill results. On the Dangou permit 35 RC holes drilled on the Dangou Centre target produced irregular but anomalous intercepts requiring further interpretation before follow-up drilling. At Dangou NE, a further 30 RC and three DD holes were drilled to investigate possible mineralized trends highlighted by previous drill results in the artisanal workings. Exploration activities further afield on the permits was restricted due to the security incident in late 2019.
Endeavour spent a total of US$1.0 million following the integration of Boungou. Exploration activities resumed in Q4-2020 with a total of 4,000m of reverse circulation drilled to test for high grade pockets in the future high wall between the East and West Open pit designs.
Sampling and Data Verification
Samples used for resource estimates at Boungou are from exploration and grade control drill chips from RC drilling or core from diamond drill drilling.
Reverse circulation samples are collected from every one-meter drill run in pre-labelled plastic bags directly from the cyclone on the drill rig. Approximately $30\mathrm{kg}$ to $40\mathrm{kg}$ of material is reduced using a tiered riffle splitter to obtain a subsample of about $2\mathrm{kg}$ which is packed in a poly bag. Sample tickets are placed into each poly bag, and the hole ID and sample depth recorded on the remaining ticket stub. The riffle splitter is cleaned after each sample with a brush. A second split of the same size is kept on-site for reference, and the rest of the RC-sampled material discarded. A small sample of chips from each one-meter interval is removed with a sieve, washed and placed in labelled chip trays for logging and future reference. RC samples are collected dry $99\%$ of the time. Sample bags are then transported to the on-site preparation laboratory for crushing and pulverizing. Quality control samples, including reference materials and blanks, are also submitted with these samples.
Diamond core samples are collected on a maximum of $1.2\mathrm{m}$ intervals or to the lithological/alteration/mineralization boundaries, with a minimum sample length of $0.2\mathrm{m}$. The core is cut in half lengthwise using a diamond saw and the sampled half core placed in a plastic bag and labelled with the hole ID and depth. A sample ticket labelled with the hole ID and depth is also placed in the bag. Quality control samples are also submitted with these samples. The other half is kept for reference in core storage shelters at the Boungou exploration camp.
In 2020, no RC drilling and subsequent sampling impacting the resources was conducted in the Boungou pits.
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Sample pulps are transported to ALS Laboratory (“ALS-OU”) in Ouagadougou for assaying. ALS-OU is part of the ALS Group of laboratories that operates under a global quality management system ISO 9001:2008, and participates in international proficiency testing programs. Quality control samples, including reference materials and blanks, are also submitted with these samples.
Boungou has an on-site laboratory owned by Endeavour and operated by WESTAGO. The laboratory is not accredited, but regularly participates in international proficiency testing programs. In addition, Mana mine’s site laboratory facilities (Mana Lab) is owned and operated by Endeavour. This laboratory is also not accredited, but regularly participates in international proficiency testing programs and acted as referee lab for the annual check assay as part of the quality control process.
The Quality Assurance/Quality Control ("QA/QC") measures include the insertion of blank samples (“blanks”), certified reference materials (“CRM”), field duplicates and lab replicates. Additionally, re-assaying of a set number of sample pulps at a secondary umpire laboratory is performed on a quarterly basis as an additional test of the reliability of assaying results. The CRMs are supplied by ROCKLABS Limited for a variety of gold grade ranges suitable for this type of deposit. QC results are monitored by Endeavour geologists as part of the assay data validation process during data loading. Sample submissions falling outside of acceptable rejection limits are investigated and resubmitted for re-assay, if deemed necessary.
QA/QC results are reviewed by the appropriate QP on a quarterly basis, and an annual summary report is published that includes the referee lab results. Endeavour considers that the sampling and analytical methods and security procedures are adequate for the purposes of the resource estimation.
Exploration drilling data are entered directly into a laptop using Geobank Mobile software and thereafter synchronized and transferred into a central database using the Geobank data management system from Micromine. A set of predefined validation rules are run on the data as part of the importation process. Final data validation, including geological and survey data, is carried out by project geologists and/or database geologists. A separate set of validation steps is followed for assay data after it is imported into Geobank.
Grade control drilling data are handled through Datamine Fusion data repository and management suite. Data are transferred and stored through secure connection to local-based and central corporate servers.
Sampling and logging procedures are reviewed periodically by the relevant QP and have been found to be appropriate and conducted to industry standards. The genetic model adopted is appropriate and represents the mineralization at Boungou. The database used for the resource estimate was generated in a credible manner and properly assembled and is therefore suitable for use in estimating the mineral resource.
Mineral Resource and Mineral Reserve Estimate
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
A resource block model has been created for the entire deposit. A three dimensional (3D) mineralized solid has been updated from all drill hole data (including grade control drilling), limiting resources to the material inside the solid. The mineralized envelope has been interpreted using Micromine software and the wireframe were created with Leapfrog software. All blocks interpolated below the surface topography or the mine surface survey as of December 31, 2020 make up the mineral inventory at that date. Blocks are classified relative to proximity to composites and corresponding precision/confidence level. Technical and economic factors are then applied to the blocks in the form of pit-optimization, optimized stope designs and cut-off grades to constrain the resources to those that present a reasonable prospect of economic extraction. Variographic analysis was then undertaken. Resources were modelled using Studio RM software package from Datamine.
Mining and Mineral Processing
Mining uses a conventional open-pit mining method, with hydraulic excavators in backhoe configuration to mine both the mineralized zone and waste. The majority of the rock requires blasting and only the softer material
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located within the top 5m to 10m of the deposit is free digging and loaded directly by hydraulic excavators. Following the security incident in November 2019, the mining contractor, African Mining Services, decided to terminate the contract at Boungou. SFTP Mining was appointed as mining contractor in August 2020 and started mining works at Boungou on October 15, 2020. Production was maintained through this period with feeding of ore stockpiles to the ROM crusher through a local contractor.
Golder Associates carried out the geotechnical analysis and design studies at Boungou Deposit for Orbis Gold between 2013 and 2014 and provided the geotechnical design criteria for Boungou open pits: batter angle, batter height, berm width and Inter-Ramp Angle ("IRA") for various geotechnical domains. Rock mass characterisation indicated a very thin Saprolite/Saprock domain (7m to 15m thick) underlain by very strong and competent metabasalts and metavolcanic sediments fresh rock mass domain. Structural fabric (joint and bedding) control pit wall stability.
The average annual rainfall at Boungou is 784 mm, with a wet season from June to September. The geology of the pit comprises metabasalts and metavolcanic sediments with a relatively flat mineralized shear zone. Historical records indicate that dewatering rates peak in August (90000 m³). Groundwater contribution is in the order of 5000 m³/month (167 m³/day).
Open pit mine production at Boungou averages approximately 3,600 t/d of ore in bedrock, from the West, East and West Flank pits, that can be blended with ore currently on the Rompad up to 4,000 t/d for processing in the mill. The first phase of the West pit was completely mined out in 2020.
Pit optimization was conducted using Datamine's NPV Scheduler software based on the Lerchs-Grossman algorithm at US$1,300/oz base gold price.
The production, drilling and blasting operations are carried out on 6m benches on ore and 9m bench on waste. To be able to achieve the best degree of selectivity, ore mining is undertaken on a 2m flitch. The highly weathered (strongly and moderately oxide) zone are amenable to free digging or soft blasting. Emulsion is used in both wet and dry blasting conditions for efficiency.
Grade control drilling is carried out by a same mining contractor and the samples are tested at the in-house laboratory. Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium term mine planning process. The grade control is based on 127mm diameter RC drilling and sampling practice. A grade control pattern of 10m x 10m is used for 30m vertical deep and 1.0m vertical sampling intervals
In 2020, a total of 2.53 Mt ore and waste was mined, 0.46Mt of ore at an average gold grade of 7.24g/t containing 107koz was moved from the pits. A total of 1.11Mt ore at an average grade of 4.79g/t containing 171koz gold was processed with an overall recovery rate of 95% producing 162koz gold recovered and 154.7koz of gold poured.
In general, the Boungou primary ore is an abrasive, competent ore with above average comminution energy requirements. The ore has a high-gravity recoverable gold content; leach kinetics are very slow when gravity is not included in the flowsheet. High dissolved oxygen levels and lead nitrate are required to achieve fast leach kinetics and adequate gold recovery. Anticipated lime consumption for primary ore is low to moderate, provided good quality water can be provided on site. Cyanide consumption is moderate. High lime consumption will be experienced whenoxide ore forms part of the feed blend.
A detailed metallurgical testwork program was undertaken that focused on primary ore from the Boungou gold deposit. Quantities of oxide ore presented to the process plant are expected to be around 1% of reserves and as such, this ore type was not included in the master composite work. However, it was tested in the variability work. The detailed testwork was carried out from March 2013 to August 2015 under the direction of Lycopodium, with input from the former owners, Orbis Gold and later SEMAFO, using HQ and PQ (123 mm) drill core recovered from both resource and metallurgical drilling campaigns.
The metallurgical treatment route selected has been based on the results of the testwork program and includes processing ore at 4,000 tpd via the following unit process operations:
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Single-stage primary crushing with a jaw crusher to produce a crushed product size of 80% passing (P80) of 133 mm.
- Mill feed surge/overflow bin that overflows to an 8,000-tonne stockpile to provide 48 hours of capacity. During extended periods of up to two days for primary crusher equipment maintenance, ore from the stockpile will be reclaimed by a loader to feed the grinding circuit.
- The grinding circuit is a SATMC type, which consists of a closed circuit semi-autogenous grinding (“SAG”) mill, a pebble crusher for SAG mill discharge oversize and a closed-circuit tower mill to produce a P80 grind size of 63 µm.
- A gravity gold recovery circuit.
- Hydrocyclones are operated to achieve a cyclone overflow slurry density of 27% solids to promote better particle size separation efficiency. Subsequently, a pre-leach thickener is included to increase slurry density to the leach circuit, minimize leach tank volume requirements and reduce overall reagent consumption.
- Leach circuit with five tanks to achieve the required 36 hours of residence time at nominal plant throughput. Carbon-in-pulp carousel circuit consisting of seven stages is a carbon adsorption circuit for recovery of gold dissolved in the leaching circuit.
- AARL elution circuit with gold recovery to doré. The circuit includes an acid wash column to remove inorganic foulants from the carbon with hydrochloric acid.
- Charged solutions (obtained during elution and intensive cyanidation) are both sent to the refinery and processed in separate electrolysis cells.
- Carbon regeneration kiln to remove organic foulants from the carbon with heat.
- Tailings thickener to increase slurry density for water recovery prior to tailings discharge to the tailings storage facility.
The processing facility also includes water, air and oxygen services (storage and distribution), and reagent and grinding media storage.
A detailed metallurgical testwork program was undertaken that focused on primary ore from the Boungou gold deposit. Quantities of oxide ore presented to the process plant are expected to be around 1% of reserves and as such, this ore type was not included in the master composite work. However, it was tested in the variability work. The detailed testwork was carried out from March 2013 to August 2015 under the direction of Lycopodium, with input from the former owners, Orbis Gold and later SEMAFO, using HQ and PQ (123 mm) drill core recovered from both resource and metallurgical drilling campaigns.
In general, the Boungou primary ore is an abrasive, competent ore with above average comminution energy requirements. The ore has a high-gravity recoverable gold content; leach kinetics are very slow when gravity is not included in the flowsheet. High dissolved oxygen levels and lead nitrate are required to achieve fast leach kinetics and adequate gold recovery. Anticipated lime consumption for primary ore is low to moderate, provided good quality water can be provided on site. Cyanide consumption is likely to be moderate. High lime consumption will be experienced if oxide ore forms part of the feed blend.
The variability testwork showed that overall gold recoveries for the Boungou primary ore ranged from 84% to 99%. There was a distinct relationship between recovery in the gravity stage and overall recovery. LOM head grades for the process plant are expected to average 4.15 g/t Au with a gold recovery of 92.9%. The results suggest that the residue grade is moderately correlated with the amount of coarse gold in the sample (measured by % gold in +75 micron fraction of the screen fire assay), arsenic head assay, and gold head assay. A constant tail relationship is not appropriate. With consideration of the parameters currently in the geological model, a relationship between the residue grade and the gold head assay was developed to produce the following predictive equation: Gold Residue (g/t Au) = 0.1378 + 0.0384*Gold Head Assay (g/t Au).
For example, for a gold head assay of 4.36 g/t Au, the gold residue grade would be 0.31 g/t Au.
As silver residue grades are frequently at the assay detection limit and no trend with head grade is apparent, it is recommended that a simple arithmetic average of all the silver recovery figures be used i.e. 67%.
Following construction and commissioning of the site, commercial production was achieved on September 1, 2018. For the remainder of the year, a total of 76,138 oz was produced (or 63,605 oz excluding the commissioning period). To date, gold recovery appears to be slightly above the predicted model.
Mine production was halted on November 6, 2019 due to the security incident at Boungou. The Boungou Mine was put on care and maintenance for the rest of the year. On February 6, 2020, the Boungou plant was restarted and processing of the stockpile began. Open pit mining restarted in July 2020 with a local contractor undertaking load and haul. Full contract mining with SFTP contractors started on October 15, 2020.
In 2020, 1.1 Mt of ore was processed at an average grade of 4.79 g/t Au with an average recovery of 95%.
Environmental, Permitting & Social
Several environmental studies were conducted from 2013 onwards to document the sensitive environmental and social components of Boungou. A comprehensive environmental and social impact assessment ("ESIA") was completed in Q2 2016.
Several environmental permits have been granted covering the active mining areas and surrounding the current pits namely East pit and East flank, West pit and West flank, and process plant, tailings storage facility, mining and surface infrastructure.
In 2017, a resettlement action plan ("RAP") for the location of the Boungou village was completed and successfully implemented. A total of 165 concessions and 900 people were relocated. The new village opened in October 2017 and community infrastructure includes water boreholes, a school, a livestock vaccination pen, a church and mosque.
A range of programs to support impacted local communities have also been implemented. In 2020, these included solar lighting, beekeeping, market gardens, sheep fattening, production of soap and a sesame project.
For the year ended December 31, 2020, the Boungou Mine contributed US$2.82 million to the government-mandated Local Development Mining Fund, which requires a contribution of 1% of revenue.
Infrastructure
The infrastructure at site is to support a 4,000 tpd (1.34 Mtpa) mining and processing facility.
Power is generated on site from hybrid heavy fuel oil and light fuel oil generators, generating approximately 15.5 Megawatts. For the throughput of 1.34 Mtpa, an estimated 48.3 Wh/t is the total power consumption (30.9 kWh/t for crushing and milling, and 17.4 kWh/t for the remaining plant). The power plant has been sized at 11.6 MW connected load to accommodate a peak load of 9 MW, and average running location of 6.4 MW, with the configuration of 3 x 2.5 MW medium speed HFO units and 5 x 1.6 MW high speed diesel units.
The electrical system is based on 6.6 kV distribution and 400 V, 50 Hz working voltage. The 6.6 kV feeder from the power plant feeds the site distribution 6.6 kV switchboard. For the process plant the 6.6 kV supply is stepped down to 400 V at each switchroom. 6.6 kV overhead power lines provide power to various remote facilities (TSF pumps, bore pumps, WSF pump, water storage supply dam pumps, etc.). Pole mounted transformers step down the voltage at each location and supply an outdoor 400 V switchboard local to each equipment area. The staff camp power is supplied from a local MCC/transformer fed from the 6.6 kV overhead line.
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Bulk fuel supply is provided by TOTAL. There is an onsite fuel storage facility with approximately three-week storage of HFO (800 m³) and diesel (1,155 m³) for HFO. Day storage tanks are provided at the power plant and in the process plant. Diesel fuel dispensing is also provided for the mine trucks and light vehicles.
A common potable water system is provided for the accommodation camps and process plant usage and is located at the staff camp and distributed to the various users. Water is delivered via a reticulation system using a constant pressure variable flow pump system. The pump skid includes a UV disinfection unit to provide additional security against contamination.
The TSF has been designed to store 10 Mt of tailings generated by the process plant required for the LOM with tailings being produced at a rate of 1.34 Mtpa. The selected site is located 800m to the north east of the process plant and requires a single embankment along its south and western extents with a total embankment length of 1,665m and with a maximum embankment height of approximately 24m at the southwest corner. The eastern and northern margins of the storage facility are confined by a natural laterite ridge line, and therefore no supporting embankment is required along these margins. The tailings beach surface at full capacity covers an area of approximately 76.5 hectares. Tailings are pumped to the TSF as a slurry at 62% to 65% solids and are deposited sub-aerially to facilitate drying and consolidation of the tailings mass. The second TSF lift was completed in 2019. A total of six lifts will be required throughout the LOM which correspond to a lift every 1.5 years. A stage three lift is currently underway and will be completed in July 2021. The last audit of the TSF by was conducted in Q1 2020 by Knight Piésold. No points of material concern were noted in its report.
Geochemical testing of two composite tailings samples were conducted and found to be non-acid forming but were highly enriched in arsenic which was soluble under the pH conditions anticipated in the TSF. As a result of the high arsenic in the tailings solids and supernatant a robust seepage control system comprising an above liner underdrainage system, a geomembrane liner overlying a compacted in-situ low permeability sub-base and a sub liner seepage recovery drains were included in the design.
The total water demand for the site is estimated at between 1.1 and 1.4 Mm³ per year. The water demand for the process plant amounts to 0.75 Mm³, which includes the process raw water requirement of 0.25 Mm³. The demand is met from TSF decant, pit dewatering (including precipitation on the pit area), runoff from the ROM pad and plant site and sediment impacted runoff collected in the sediment control ponds. The balance of the water demands is made up of raw water harvested from the groundwater and surface water sources. Raw water demand at Boungou is met from two creeks located to the east and west of the process plant and water harvested from the sediment ponds located around the site. There is an east water supply dam 1.5km to the north east of the processing plant and a west water supply sump 2.0km to the west south west of the processing plant. In addition, there is a raw water pond that acts as a supplementary water storage facility. In 2020, raw water consumption averaged 0.263 m³/tonne. The actual level of water storage on site provides sufficient amount of water for more than a year of production.
Costs
2020 Cash Operating Costs
| Item | Unit Cost (US$) |
|---|---|
| Mining Costs^{1} | 4.75/t mined |
| Processing & Maintenance Costs^{2} | 35.09/t milled |
| On Site General Administration Costs^{2} | 16.77/t milled |
(1) The cost/tonne relates to Q4 2020 only following the recommencement of mining activities at Boungou in Q4 2020.
(2) Processing and on-site general administration costs per tonne milled relate to Q3 and Q4 2020, the period following the acquisition by Endeavour on July 1, 2020.
Production, Exploration and Development
In 2020, Boungou produced 155koz at an AISC of US$618/oz (pro forma for the year).
In 2021, Boungou is expected to produce 180koz-200koz at an AISC of US$690-US$740/oz.
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An exploration program of up to US$7.0 million, totaling approximately 85,000m of diamond, RC percussion and auger drilling, has been planned for 2021, with the aim of identifying new near-mine resources.
Houndé Mine, Burkina Faso
Information in this section is derived substantially from the technical report titled "Technical Report on the Houndé Gold Mine, Republic of Burkina Faso", dated effective December 31, 2019 (the "Houndé Report") prepared by Mark Zammit of Cube Consulting Pty Ltd, Gerard De Hert, a former employee of Endeavour, and Salih Ramazan, and Kevin Harris, each of whom is an employee of Endeavour and all of whom are Qualified Persons under NI 43-101. To obtain further information readers should consult the Houndé Report which is available for review electronically on SEDAR at www.sedar.com under the Corporation's profile. For greater certainty, the Houndé Report is not incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the Houndé Report has been updated under the supervision of, or reviewed, in the case of resources, by Kevin Harris, CPG, Vice President Exploration at Endeavour, and in the case of mining and reserves, by Salih Ramazan, FAusIMM, Vice President Mine Planning at Endeavour, each of whom is a "Qualified Person" under NI 43-101.
Location
Houndé is located approximately 250km southwest of Ouagadougou, the capital city of Burkina Faso. Access is by following the sealed national highway (N1) to Houndé town. Immediately south of the town, a 1 km sealed road leads to the mine gate. Mine infrastructure is also less than 1 km away from a national 225kV power line that extends from Côte d'Ivoire through to Ouagadougou. The nearby town of Houndé is the centre of the Houndé municipality which has a population of approximately 50,000. A rail line that extends from the port of Abidjan, Côte d'Ivoire through to Ouagadougou, passes through the town of Boromo which lies approximately 25km west of the mine site. The plant is centred on UTM coordinates 441,375 mE and 1,263,174 mN (WGS84 Zone 31 North).
Ownership
Endeavour, indirectly, owns the 1,324.17 km² Houndé mineral titles, situated in the south-western region of Burkina Faso. It is comprised of 12 exploration permits (1,183.1 km²) and two exploitation permits (Houndé and Bouéré Dohoun). The Houndé exploitation permit is held by Houndé Gold Operation SA ("HGO"). The Houndé exploitation permit was initially granted to HGO on February 5, 2015 covering 23.20 km² before being extended on the Kari area to reach 61,79 km² on July 16, 2020 and subsequently amended on December 31, 2020. It is valid until February 5, 2035. It may be renewed for consecutive five-year periods until deposits are depleted. The nearby Bouéré Dohoun exploitation permit was granted to Bouéré-Dohoun Gold Operation SA ("BDGO") on January 23, 2017 covering 5.37 km² and is valid until January 23, 2022. It may be renewed for consecutive five-year periods until deposits are depleted. HGO and BDGO are each held 90% by Endeavour and 10% by the Government of Burkina Faso. A royalty on both exploitation permits is owed to the Government of Burkina Faso based on a 3% to 5% sliding scale linked to prevailing gold prices. There is also a 2% NSR royalty in favour of Sandstorm Gold Ltd.
History
Mineral exploration in the Houndé area began in 1939 by the Bureau de Recherches Géologiques et Minières and Bureau des Mines et de la Géologie du Burkina Faso and continued by various companies until 1982. Exploration was resumed in the 1990's by a number of companies that conducted regional geochemical surveys, which were then followed up by more detailed geochemistry, prospecting, mapping and RAB to RC drilling. Several gold targets were identified during this work. As a result of Endeavour's acquisition of Avion on October 18, 2012, Endeavour acquired Houndé. Endeavour initiated an in-fill drill program, which consisted of 358 holes (40,534m), over the Vindaloo and Madras NW zones in late October 2012, with the goal to upgrade the mineral resources. Including this most recent drill program, 751 core and RC holes (103,677m) along the trend of the Vindaloo and Madras NW zones were completed by Endeavour (or predecessor companies) by 2013. All of this data was incorporated into section sets, interpreted and used in the updated mineral resource estimate. This new resource estimate was used as the basis for a feasibility study and NI 43-101 technical report to assess the economic viability of the project.
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The report was finalized in October 2013 with a positive conclusion concerning a development decision for the project given the favourable economics.
Construction was completed in October 2017 ahead of schedule and US$15 million below the initial capital budget of US$328 million. As construction was tracking ahead of schedule and below budget Endeavour decided to spend approximately US$21 million in addition to the initially planned works (mainly for a 26MW back-up power station and fuel farm and to build Cell 2 of the tailings storage facility), bringing the total investment to US$334 million.
Houndé achieved the first gold pour on October 18, 2017 and nameplate capacity was reached by the end of October 2017. Following the rapid ramp-up period, commercial production was declared on November 1, 2017.
Geology
On the Houndé land package, six deposits have been discovered with Vindaloo being the main and historical one leading to the construction of the mine. The six deposits are Vindaloo, Bouéré, Dohoun, Kari Pump, Kari West and Kari Center. Bouéré, Dohoun, and Kari Centre are small satellite deposits while Vindaloo, Kari Pump and Kari West host most of the current resources and are summarized in this section.
The Vindaloo zones are hosted by Proterozoic-age, Birimian Group, intensely sericite- and silica-altered mafic intrusions, similarly-altered, strongly foliated and altered intermediate to mafic volcaniclastics and occasionally sediments. The mineralization is often quartz stockwork style and is weakly to moderately pyritic. The Vindaloo trend has been drill tested for a distance of approximately 7.7km along strike and up to 350m in depth. The intrusion-hosted zones range up to 70m in true thickness and average close to 20m true thickness along a 1.2km section of the zone called Vindaloo Main. Volcanic and sediment-hosted zones are generally less than 5m wide. The entire mineralized package strikes north-northeast and dips steeply to the west to vertical. The mineralization remains open both along strike and to depth.
Geologically, Kari Pump is underlain by andesite flows with minor volcano-sediment and sediments that are locally intruded by few diorite sills. Gold mineralization occurs within a sheared reverse fault (D2) that appears to be folded and dipping from 0° to 40° to the west-northwest and northwest. Observed clear alteration consists of pervasive creamy sericite, intermittent rhodochrosite, chlorite seams and pyritized quartz/carbonate veining. The laterite and saprolite are relatively thick at Kari Pump with an average thickness ranging from 50m to 85m.
At Kari West the weathered bedrock and saprolite thickness vary between 25m and 75m with thicker zones noted to the south. Laterite up to 20m thick covers most of the area. The Kari West deposit is located in the hanging wall of a N240 trending and steep northwest-dipping lithological contact zone between dominantly meta-volcanic units (hanging wall) and a dominant metasedimentary unit (footwall). The deposit was formed under purely brittle conditions. The mineralization of Kari West remains open down dip along the low angle structures and steeper and deeply rooted structures and open along the central extend of the deposit on the east (100m wide) and on the west/southwest.
Exploration
Endeavour completed 40,534m of drilling in 358 holes with a specific goal of upgrading the inferred in-pit mineral resources to indicated mineral resources and indicated mineral resources to measured mineral resources during the fourth quarter of 2012 and the first quarter of 2013.
Sterilization drilling led to the recognition of several parallel zones of gold enrichment, one of which, the Koho East zone, returned a drill intercept of 1.22g/t Au over 21.0m. Several of these zones have added resources to the project.
An extensive drill programme was undertaken between June and November 2014. The programme included 57,978m of drilling, comprised of 110 DD holes (22,780m) and 358 RC holes (35,198m). The drill programme successfully completed a number of objectives, including:
> testing the extents of the Vindaloo Main mineralization at depth and on strike;
> converting inferred mineral resources to indicated category along the Vindaloo trend;
> testing mineralization at Bouéré, located 12km west of the Houndé process plant site; and
> testing mineralization at Dohoun, located approximately 14km northwest of the Houndé process plant site.
No exploration or additional drilling was completed in 2015-2016. In 2017, a US$4 million exploration programme totalling 69,700m and 805 holes was completed. The 2017 exploration leveraged the 2016 data analysis, structural geology and ground geophysical analytical work. The focus was aimed at delineating high-grade targets at Bouéré and Kari Pump, and to perform reconnaissance drilling.
The 2017 campaign yielded positive results with the discovery of high-grade intercepts at both the Kari Pump target and the Sia/Sianikoui targets. Kari Pump is located approximately 7km west-northwest of the Houndé process plant, within 1km of the haud road that links the Bouéré deposit with the Houndé process plant haul road. The Sia/Sianikoui target is located further north, 1.5km northeast of the Dohoun deposit.
Houndé was the primary focus of exploration work for Endeavour in 2018. A total of 165,700m of drilling focused on the Kari anomaly. The programs enabled the estimation of a maiden mineral resource estimate at Kari Pump. The estimate comprises Indicated category of 11.3Mt at 2.71g/t Au for 987koz and Inferred category of 0.2Mt at 2.21g/t Au for 20koz. The Corporation initiated geotechnical studies (internal) and metallurgical test work (ALS Metallurgy Perth) on Kari Pump as part of pre- feasibility studies.
Houndé was Endeavour's largest exploration focus in 2019 with a total of 174,710m drilled. The drill programs focused on extending the mineralization of the Kari Pump resource and delineating maiden mineral resource estimates for both the Kari West and Kari Centre deposits, each located 3km west and 1.8km southwest, respectively, from the Kari Pump Deposit. As with Kari Pump, the two new deposits are all within 1km of the active haul road linking Bouéré and the process plant. The Kari West estimate comprises Indicated category of 15.7Mt at 1.71g/t Au for 861koz and Inferred category of 3.4Mt at 1.65g/t Au for 179koz. The Kari Centre estimate comprises Indicated category of 3.7Mt at 1.18g/t Au for 140koz and Inferred category of 0.4Mt at 1.21g/t Au for 16koz.
Completion of Kari Pump geotechnical studies and metallurgical test work contributed to a mineral reserve estimate for the deposit, which comprises probable reserve category of 7.3Mt at 3.01g/t Au for 710koz (US$1,250/oz gold price, cut-off grade 0.6g/t). The results flag an 89% conversion rate from Indicated to Mineral Reserve category.
An exploration program of US$17 million totaling approximately 82,500m was completed in 2020. The program was designed to delineate additional resources in the Kari area, where 46,500m were drilled, and at the Vindaloo South and Vindaloo North targets. In addition, a small 18,500m reconnaissance drilling program was completed at Sianikoui, Mambo and Marzipan, yielding positive initial results. Over 6,000m were drilled for geotechnical and metallurgical purposes at Kari West, Kari Centre and Kari Gap, and 11,500m were drilled for sterilization at Kari Pump. An updated resource estimate was published on July 22, 2020 to include the maiden estimate for Kari Center, Kari Gap and further extensions of Kari West.
Kari area drilling produced upgraded Indicated Mineral Resource estimates for Kari West (20.4Mt at 1.53g/t for 1,005koz), Kari Centre (6.6Mt at 1.26g/t for 269koz), Kari Gap (3.9Mt at 1.41g/t for 176koz), Kari South (2.1Mt at 1.09g/t for 75koz) and Kari Pump NE (0.3Mt at 1.98g/t for 21koz). Completion of Kari West geotechnical studies and metallurgical test work contributed to a mineral reserve estimate for the deposit. Geotechnical and metallurgical studies for the Kari Centre, Kari Gap and Kari South deposits will continue in 2021.
Sampling and Data Verification
RC drill samples were collected at one-meter intervals using dual tube, percussion hammer with drop centre bit. This same configuration was used on modified Air Core drills for regional programs.
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RC and Air Core samples were split at the drill site using one tier or three tier riffle splitters based on bulk sample weight collected at the cyclone. The target was a two to three kilograms sample for Au analysis in addition to an equivalent backup reference sample. Bulk weights, analysis sample weights and reference sample weights were all recorded. All measures were employed to avoid collecting wet samples. However, if wet samples were generated the entire sample was dried and split using 1 tier and 3 tier splitting equipment. Representative samples for each interval were collected with a spear from the bulk sample bag and sieved into chip trays for geological logging and stored in a secure location.
Drill core (PQ, HQ and NQ size) samples were selected by geologists and cut in half with a diamond blade saw at the project site. Half of the core was retained in the core trays at the site for reference purposes. The average sample interval was approximately one meter in length and two to three kilograms in weight.
All aspects of sampling at the Kari area were monitored with a quality assurance-quality control (QA-QC) program, compliant with NI 43-101 standards. This to ensure adequate internal quality control samples in each analytical batch: coarse blanks, field duplicates and certified reference material (CRM) were inserted by geologists into the sample stream for verification of the analysis at the laboratory.
Mineral Resource and Mineral Reserve Estimate
The mineral resource estimates for Dohoun remain unchanged from 2019. The Vindaloo, Bouéré, and Kari Pump resources have been depleted due to mining in 2020. Kari West and Kari Centre-Gap were updated with new drilling in 2020. The Kari South, Kari Pump NE, and Dafra are new resources established in 2020. The Kari West, Kari Centre-Gap, Kari South and Kari Pump NE Mineral Resource Estimates were developed in Geovia's Surpac software.
The mineralization model for Kari West has been updated with the new drilling and improved continuity has been proven, resulting in a reduction in the number of mineralized lenses from 94 to 70, grouped into four domains (reduced from eight). An additional eight mineralized lenses have been identified at Kari Centre resulting in 22 mineralized zones. Eighteen mineralized lenses have been modeled at Kari Gap, fifteen at Kari South and seven at Kari Pump NE.
The gold assays from the drill holes were composited to one-meter intervals within the mineralized wireframes and capped by lens or not at all depending on the high-grade outliers within the individual lens. Two lenses at Kari West were capped at 25 g/t Au, one at 20 g/t Au, eight at 15 g/t Au and the remainder at 10 g/t Au or not at all; Kari Centre-Gap lenses were capped at 15 g/t Au, 10 g/t Au, 5 g/t Au or not at all; Kari South was capped predominately at 5 g/t Au with two lenses at 10 f/t Au; and Kari Pump NE was capped at 10 g/t Au, 5 g/t Au or not at all. Each mineralized lens was subjected to a spatial analysis of gold distribution using variograms. Except for Kari South the majority of lenses showed a good continuity of gold grade along strike and down-dip and were used to establish Ordinary Kriging estimation parameters.
Density parameters were determined by deposit and rock/weathering type. The laterite has a density ranging between 2.0-2.1 t/m³, saprolite between 1.7-1.9 t/m³, saprock between 2.2-2.4 t/m³ and fresh rock between 2.7-2.8 t/m³.
The gold grade was estimated by Ordinary Kriging, constrained by the mineralized lenses in all the deposits with the exception of Kari South where inverse distance ("ID2") was used due to poor variography. The grade was estimated in multiple passes to define the higher confidence areas and to extend the grade into areas of extrapolated mineralization. The grade estimation was validated by visually comparing drilling data, block grade, comparing ID2 and OK estimated grades and by swath plots comparing block grades and composite grades.
The mineralization was classified as Indicated and Inferred Mineral Resources depending on the sample spacing and number of samples, confidence in mineralized zone continuity and geostatistical analysis. Indicated Mineral Resource classification was generally applied to blocks within the mineralized zones defined by a minimum of five samples from at least three drill holes within a 55m search at Kari West and 50m search at Kari Centre-Gap, Kari South and Kari Pump NE. Inferred Mineral Resource classification was defined by a minimum of three samples
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within a 75-85m search at Kari West and within a 75-80m search at Kari Centre-Gap, Kari South and Kari Pump NE. The Mineral Resources were constrained by US$1,500 gold price pit shells and a 0.50 g/t Au cut-off grade. The Whittle pit shell optimizations assumed a base mining cost of US$2.00/t and an cost adjusted for ore mining and haulage of US$3.60 for oxide, US$4.60 for transition and US$4.80 for fresh rock, a mining recovery of 95%, mining dilution 0% (accounted for in reblocking), a pit slope of 40°, average gold recovery of 94% for oxide, 89% for transition and 82% for fresh rock, processing/G&A cost of US$14/t for oxide, US$15/t for transition and US$18/t for fresh rock, and US$80 per ounce for royalties-refining-selling costs.
At Kari West 15.3Mt ore at 1.39g/t gold grade containing 684koz gold was converted to the Mineral Reserve. Kari Centre and Gap deposit converted 2.6Mt at an average gold grade of 1.17g/t containing 97koz to the Reserve. In the conversion of these resources to Mineral Reserves, the resource models were regularised to Selective Mining Unit ("SMU") size blocks of 5.0m x 5.0m x 2.5m in size along Easting, Northing and depth, respectively. A grade reduction factor of 5% was applied to the regularised block models. At Kari Center and Gap only oxide ore was converted to Reserves due to the identification of potentially refractory and carbonaceous regions within the transitional and fresh ore.
Other parameters used were a gold price of US$1,300/oz for all deposits; processing cost around US$16/t for oxide, US$17/t for transitional ore and US$20/t for fresh ore; and processing recovery at Kari West and Gap (Southern portion of Kari Centre and Gap) of 96.4%, at Kari Center of 95% for oxide; of 89.2% for transitional ore and of 92.7% for fresh ore.
Mining Method
The mining method at Houndé is conventional open pit mining including drilling, blasting, loading and hauling. Load and haul activities are owner operated. Contract service providers, SFTP Mining and African Explosives Limited ("AEL"), carry out drilling and blasting activities. Mining and processing of transition/fresh ore began in Q4 2017. Mining activities transitioned from mainly oxides in early 2018 to mainly fresh ore by the end of 2019. In 2020, more oxide was mined as Kari Pump came into production. Additional oxide will be mined in 2021 as Kari West and Kari Pump Stages 2-3 come into production.
Ore was mined from the Vindaloo Main 2 and 3, Vindaloo Central, Bouéré and Kari Pump pits to feed the process plant in 2020. The capacity of the mining fleet owned by Houndé and other service providers meets the earthmoving requirements of the mining schedule as per the LOM and budget plans for 2021.
The in-pit material excavation is conducted by a fleet of eight Komatsu excavators consisting of one PC3000-8R, three PC 2000-8R and four PC 1250-8R. Material haulage is done by 31 Komatsu HD785-7 rear dump trucks. Key items of the ancillary fleet are nine dozers, four 50m³ water trucks and four motor graders. Ore mined is hauled to the ROM pad and near ROM stockpiles. Waste mined from the pit is hauled to the waste dumps and other projects requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
The ore control strategy targeting delineation of ore and waste uses RC holes piercing multiple benches. The geological and assay information, obtained from 32m deep inclined holes are sampled and assayed every 1m to generate wireframes from sectional interpretation, for grade control block modelling and ore outline generation. The ore outlines are then used by geologists and surveyors for final ore/waste discrimination and in-pit mark-up. In 2018, Houndé introduced blast movement simulation technology to better predict movement of ore resulting from blasting as a key measure in reducing ore loss and dilution. Production drilling and blasting is performed on contract by SFTP with Sandvik DP1500s drill rigs on 9m benches with one-meter sub-drill using 115mm diameter drill bits. Blasted material is excavated in 3m high flitches except for Kari pump flat ore body where 2.5m flitches are commonly used and 1.25m flitches in some areas.
AEL provides in-the-hole blasting services. The AEL plant on site consists of an ammonium nitrate mixing shed for the manufacturing of bulk explosives and four 30 tonne capacity iso-tank containers for storage. The supply of detonators, boosters, bulk explosives, initiating systems and other explosives material into the site-based magazines for storage is the responsibility of AEL.
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Waste rock dumps associated with mining operations are constructed to meet the stipulated guidelines of the Burkina Faso Mining and Explosive and Environmental Regulations. All areas earmarked for waste dumps are sterilized before dumping commences.
As per the water management plan, 13 boreholes were drilled and equipped in the vicinity of Kari Pump pit in 2020 and 10 boreholes are planned in 2021 in the vicinity of Kari West. A slope stability radar was purchased in 2020 to allow for 24/7 pit wall monitoring.
In 2020, a total of 43.5Mt material was mined and 5.3Mt of ore was moved from the pits at an average grade 2.04g/t containing 349koz of gold. A total of 4.2Mt of ore was processed at an average gold grade of 2.21g/t containing 301koz at an average recovery rate of 93% producing 277koz.
Metallurgy and Mineral Processing
The processing plant at Houndé consists of a carbon-in-leach ("CIL") plant with a nameplate capacity of 3.0Mt per annum with SABC milling circuit with the following characteristics:
Crushing: The run of mine ore is delivered to a jaw crusher which reduces the ore to less than 200mm. The crushed ore is then transferred to a surge bin with a nominal 1-hour capacity, the surge bin overflow is directed to an emergency stockpile. During normal operation, the crushed ore from the surge bin is transported to the grinding circuit via a conveyor. In case of a breakdown or maintenance of the crushing circuit, crushed ore is recovered from the emergency stockpile by a loader and directed to the surge bin.
Grinding: The primary grinding circuit consists of a standard SAG/Ball and Scats Crushing (SABC) circuit originally designed to treat 3.0Mtpa to produce a ground ore where 80% is sub 90 microns in size. A portion of freshly ground ore is directed to the gravity circuit where coarse liberated gold is recovered and leached via an intensive leach reactor, followed by electrowinning and eventual gold recovery.
Leaching: Ore that is not recovered via the gravity circuit is screened to remove any extraneous trash (wood, plastic, etc.) then can either be sent to a thickener to increase the percentage solids in the leach slurry or pumped directly to a conventional CIL circuit. The CIL circuit consists of a series of six agitated tanks where gold is dissolved in the presence of cyanide and oxygen as the slurry flows sequentially from Tank 1 to 6. The dissolved gold adsorbs on the coarse activated carbon particles which are pumped in a counter-current direction from Tank 6 to 1, becoming progressively more loaded with gold in the process.
Carbon Recovery: Once sufficiently loaded, by the time the carbon reaches Tank 1, the carbon granules are pumped from the primary tank over a screen to remove the slurry. The clean carbon is then washed with hydrochloric acid to remove any acid soluble base metals and impurities, before being transferred to the elution circuit.
Elution and Gold Production: Concentrated cyanide caustic solution is circulated in the elution column and heated to 120 degrees Celsius. After sufficient time to enable the gold to be released from the carbon, the gold bearing solution is sent for electrowinning and eventual gold bullion production.
Tailing Detoxification and Disposal: The leached slurry, devoid of leachable gold exits the CIL where the free and weak acid dissociable cyanide ("WAD") are destroyed through the INCO cyanide detoxification process. In this process sulphur dioxide, oxygen and copper sulphate are agitated in the tailings stream to destroy the remaining cyanide complexes. The detoxified tailings are pumped to a HDPE plastic lined TSF, where the solid and liquid phases separate. The liquid phase is recycled back to the process plant and the solids allowed to dry and compact in the TSF.
Environmental, Permitting & Social
A comprehensive ESIA was completed in 2014. Environmental permits have been granted covering the open pit mining operations, the process plant and surface infrastructure.
An ESIA was completed for Bouere Dohoun operations in 2016 and for the Kari Pump project in 2020.
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In 2018, a RAP for the resettlement of the Bouéré village was completed and successfully implemented. A total of 31 concessions were built, relocating about 130 people. The new village opened in June 2019 and has solar powered boreholes for water supply as well as two water wells.
A RAP was completed in 2020 for the Kari Pump deposit area, following the granting of a mining permit extension by the Burkina Faso Government for the Kari Area. Approximately 142 households, representing 694 inhabitants, is currently being relocated to a new village.
A range of programs to support impacted local communities have also been implemented. In 2020, these included a community microfinance project, a market garden and a cashew nut project.
For the year ended December 31, 2020, the Houndé Mine contributed US$4.98 million to the government-mandated Local Mining Development Fund, which requires a contribution of 1% of revenue.
Infrastructure
The TSF consists of a two-cell, paddock storage formed by multi-zoned earth-fill embankments (surrounded by waste rock on all four sides). It comprises a cleared and grubbed basin, a composite soil/HDPE liner, a basin underdrainage system and a pump out decant system. It is located adjacent to the Vindaloo pit and processing facility and forms part of the original project design and capital budget. The facility is designed to be raised in stages (every 1-2 years) over the mine life using downstream embankment construction techniques. The Houndé TSF was designed and is audited by Knight Piésold. The original impact assessment carried out by Knight Piésold, including a dam break scenario, indicated a high consequence in the event of a wall failure and the tailings embankments were designed to reduce this risk.
Closure at the end of the mine life will require covering the surface with 0.5m of broken rock. The stage four and five raises were successfully completed in 2020. The deposition of bulk zone C fill material for stage six wall raise is underway, and is expected to be completed by the end of 2021. The placement of engineered fill is expected to commence at the end of 2021. All stages of construction conform to American, Australian and local guidelines. Inspections are done on a regular basis and include an annual audit by Knight Piésold, which was delayed from August 2020 to November 2020 due to COVID-19 restrictions. For the audit, Knight Piésold was presented with all internal TSF reports and documentation since the 2019 audit to the start of the 2020 audit. No points of material concern were noted.
Power for the processing plant is supplied from the grid via a 38km long, 225Kv overhead power line where the nearest substation is located near the town of Pa. A power supply agreement has been entered into with SONABEL, the state power company. A Caterpillar high speed diesel back-up power station has been installed to provide 100% redundancy.
Raw water is pumped from a water harvest dam and bores to a surge tank ahead of a treatment plant. Water from this surge tank is pumped on demand to the plant raw water tank. The raw water tank has have sufficient capacity to minimise the impact of short-term supply interruptions. Duty/stand-by water pumps is provided for the raw water distribution to the plant.
Filtered water for the process plant is produced by treating raw water in the filtered water treatment plant. The treatment plant consists of clarification through flocculant addition, sand filtration, carbon filtration and biocide dosing. Filtered water reports to the filtered water storage tank and is distributed to the plant as required using duty / stand-by pumps. Filtered water is supplied to the plant potable water treatment plant, which includes micro filtration, ultra-violet sterilisation and chlorination processes. Potable water is stored in the plant potable water tank and is reticulated to the site ablutions, safety showers and other potable water outlets. Transfer pumps also feed water to a separate camp potable water tank for reticulation. Additional ultra-violet sterilisation units are installed on outgoing potable water distribution headers.
Process water is pumped from the TSF decant to the plant process water tank. The plant process water consists of TSF decant return water and raw water tank overflow. The process water tank is located such that the raw water tank overflows to the process water tank allowing the process water tank to be kept full at all times.
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Fuel storage comprises of two 800 m³ double skinned self-bunded fuel storage tanks and pump skids located within the mining services area. This provides sufficient fuel for the needs of the mining fleet and emergency power for three months if there is any disruption of fuel supply. The fuel farm is managed by the fuel supplier (TOTAL) with fuel trucked in regular from Ouagadougou to maintain volumes.
Costs
2020 Cash Operating Costs
| Item | Unit Cost (US$) |
|---|---|
| Mining Costs | 2.47 /t mined |
| Processing & Maintenance Costs | 14.11 /t milled |
| On Site General Administration Costs | 4.91 /t milled |
Production, Exploration and Development
In 2020, Houndé produced 277koz at an AISC of US$836/oz.
Houndé is expected to produce 240koz-260koz in 2021 at an AISC of US$855-US$905/oz.
An exploration program of up to US$7 million is planned for 2021, comprised of 47,000m of drilling. The exploration program will focus on near mine targets in the Kari area, Dafra T3 and Vindaloo South. In addition, reconnaissance drilling will focus on the Mambo, Marzipan, Kari Deep and Vindaloo Deep targets.
Ity Mine, Côte D'Ivoire
Information in this section is derived substantially from the technical report titled "Technical Report on the Ity Gold Mine, Republic Of Côte D'Ivoire" with an effective date of December 31, 2019 (the "Ity Report"), prepared by Mark Zammit of Cube Consulting Pty Ltd, Gerard de Hert, a former employee of Endeavour, and Salih Ramazan, and Kevin Harris each of whom is an employee of Endeavour, all of whom are Qualified Persons under NI 43-101. To obtain further information readers should consult the Ity Report which is available for review electronically on SEDAR at www.sedar.com under the Corporation's profile. For greater certainty, the Ity Report is not incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the Ity Report has been updated under the supervision of, or reviewed, in the case of resources, by Kevin Harris, CPG, Vice President Exploration at Endeavour, and in the case of mining and reserves, by Salih Ramazan, FAusIMM, Vice President Mine Planning at Endeavour, each of whom is a "Qualified Person" under NI 43-101.
Location
The Ity deposits are all part of the mining property of Société des Mines d'Ity ("SMI"), Société des Mines de Daapleu ("SMD") and Société des Mines de Floleu ("SMF") in Côte d'Ivoire and are centered on 06°52'16" north latitude and 08°06'30" west longitude. The Ity gold deposits are located in western Côte d'Ivoire, 480km from the economic capital of Abidjan, near the border with Liberia and Guinea. The Ity Mine is located in the prefecture of Zouan-Hounien. The site is accessible via paved road from Abidjan, passing through the capital Yamoussoukro, Daloa and Duekoué. From Duekoué, two roads access the Mine from both north and south. The north access is through Man and then on to Danané and Zouan-Hounien where a 15 km unsealed road maintained by SMI leads to the village of Ouyatouo. Southern access is through Guiglo and Toulepleu. Endeavour also has access to site via air from Abidjan to an airstrip located on the SMI License (defined below) area.
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Ownership
Ity's mineral rights comprise of three mining licenses – exploitation permit PE26 ("SMI License"), exploitation permit PE49 ("SMD License") and exploitation permit PE53 ("SMF License"). The SMI License is held by SMI, the SMD License is held by SMD and the SMF License is held by SMF. Endeavour, indirectly through its subsidiaries, holds an 85% stake in SMI and SMD and a 90% stake in SMF. The remaining interest in SMI and SMD is held as follows – 5% by SODEMI, the State-owned mining company, and 10% by the State of Côte d'Ivoire. The remaining interest in SMF is held by the State of Côte d'Ivoire. Pursuant to its mining convention with the State, Endeavour is to pay the State of Côte d'Ivoire a 3% to 6% royalty, on a sliding scale based on prevailing gold prices.
Ity's processing facility is located on the SMI License, whereas the deposits that will be processed are located on the three License areas. The SMI License has an area of 25 km², which includes the Mont Ity, ZiaNE, Colline Sud, Bakatouo and Walter deposits, the Aires (decommissioned heap-leach pads) and the Verse Ouest and Teckraie dumps. The SMI License expires on November 14, 2023 following its fourth renewal but is renewable again for consecutive 10-year periods. The SMD License has an area of 13.2 km², which includes the Gbeitouo and Daapleu deposits. The license was initially issued in April 2018 to La Mancha Côte d'Ivoire S.à r.l. ("LMCI"), a wholly owned exploration subsidiary of Endeavour, and then transferred to SMD. The SMD License is valid for 14 years and thus, expires on April 10, 2032. It is then renewable for successive 10-year periods. The SMF License has an area of 49.5 km², which includes the Le Plaque deposit. The SMF License was initially issued in August 2020 to LMCI and then transferred to SMF on October 2020. The SMF license is valid for seven years and will expire on August 5, 2027. It renewable for consecutive 10-year periods.
History
Copper and gold were first discovered near the village of Ity in the 1950's during regional exploration by the Bureau de Recherches Géologique et Minière de la France d'Outre-Mer. Initial attempts to recover the gold were unsuccessful due to the fineness of the gold and the rheology of the ore. In 1983, SMI was incorporated to develop the Flotouo deposit which poured its first gold in 1991. Substantial exploration was done in the 1990s and many of the deposits were discovered or expanded at the time. Since then ownership has changed several times until the La Mancha Group ("LM Group") acquired a stake in SMI in 2012. In 2014, a change in shareholders was authorized by the Government of Côte d'Ivoire leading to the majority ownership being held by the LM Group. In late 2015, Endeavour acquired LM Group's interest in SMI (55%) and LMCI (100%). During 2017 and 2018 Endeavour acquired an additional aggregate 30% of SMI such that it now holds an 85% interest in SMI. Similarly, Endeavour holds an 85% interest in SMD and a 90% interest in SMF.
In 2014, a scoping study to replace the current heap leach plant with a greenfields CIL plant was completed using a processing rate of 1.5Mt per annum based on indicated mineral resources. Following the positive results of this study, in late 2014 and early 2015 LM Group conducted drilling programs at the Daapleu, Zia NE, Bakatouo and Mont Ity deposits designed to upgrade inferred material from the latest resource estimate to an indicated resource, as well as to delineate each deposit further along strike. The resulting resource estimate update yielded a significant increase in indicated mineral resources for all three areas, increasing measured and indicated mineral resources to 3.1Moz. The updated resources and reserves lead to a pre-feasibility study of the CIL Project completed in July 2015 using a processing rate of 2.0Mt per annum.
Following the results of the pre-feasibility study and Endeavour's acquisition of the LM Group's interest in SMI, Endeavour engaged Lycopodium Minerals to undertake a feasibility study. The Ity CIL feasibility study (the "Ity CIL Feasibility Study") was completed in October 2016 on the basis of a 3.0Mt per annum plant. Following the publication of the Ity CIL Feasibility Study, an optimization study (the "Ity Optimization Study") was completed in September 2017 which improved the project economics of the Ity CIL Feasibility Study due to the inclusion of additional reserves and further upsizing the plan from 3.0 to 4.0Mt per year.
The first gold pour from the Ity CIL Project took place on March 18, 2019, ahead of schedule and underbudget. Following performance tests conducted, Endeavour launched optimization and debottlenecking work to increase the plant capacity by 1.0Mtpa to 5.0Mtpa, these upgrades were completed before the end of 2019.
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Geology
Ity is located in the Lower Proterozoic Birimian Formation of the Toulépleu-Ity klippe. The Toulépleu-Ity klippe is a small remnant of Birimian within the older Archean portion of the West African Craton which spans 10 countries between Côte d'Ivoire, Senegal, Niger and Ghana. The Ity area is characterized by a series of granodioritic intrusions into a sedimentary sequence of volcano- sediments and carbonates with a general NE-SW strike. The volcanic rocks are generally tuffaceous with chemistry that ranges from basic to acidic. All formations have been subjected to regional metamorphism.
The deposits of Ity are classified as skarn or typical shear-hosted greenstone deposits. The skarns developed at the contacts of a central northeast trending lensoidal shaped body of granodiorite intrusives with the carbonate units on both northwest and southeast contacts. The Ity, Ity Flat, Tontouo and Walter deposits are hosted along the southeastern contact, whilst Flotouo, Zia and ZiaNE are hosted along the northwestern contact. Bakatouo deposit is interpreted as being hosted by the northeast continuation of the carbonate units, whilst the Colline Sud skarn deposit represents the southwest continuation. The skarns are characterized by epidote, carbonate, diopside, chlorite, tremolite, magnetite and garnet with gold associated with pyrite and chalcopyrite. The Teckraie and Verse Ouest deposits are rock dumps of the now depleted Flotouo (skarn) open pit and sit on top of weathered granodiorite. Aires consists of the decommissioned heap leach pads from the historic operation of the mine.
The in-situ deposits of Daapleu and Gbeitouo share many characteristics with typical shear zone deposits known in Birimian greenstone belts of West Africa. The deposits are associated with a major regional, NE-trending shear zone but are developed on secondary structures. The Daapleu deposit is characterized by the presence of a "rhyolitic" intrusive surrounded by a package of volcano-sediments. The "rhyolite" is locally called "daaplite". The "daaplite" is strongly altered and sheared and, at the contact, both lithologies have been affected by phyllic style hydrothermal alteration (sericite-silica-pyrite). Gold mineralization is mesothermal and occurs as fine-grained free gold within foliation and silicificied strips, associated with arsenopyrite and to a lesser extent with pyrite and silver-copper-antimony sulfosalts. The Gbeitouo deposit is hosted within volcano-sediments with variable intensity silica-sericite-pyrite alteration. Minor pyrrhotite, galena and sphalerite have been noted in association with auriferous pyrite in proximal mineralized shears.
Le Plaque was discovered in 2017 and is a shear hosted deposit located mainly at the contact between granodiorite and diorite intrusions, developing a skarn unit with the country rocks. The geology of Le Plaque consists of a granodiorite batholith intruded into a sequence of Birimian meta-volcano-sediments, dominantly meta-sediments (impure marbles, metasiltstones and sandstones) to the west, and a belt of mafic metavolcanics to the east. Several generations of diorite and microdiorite bodies of variable thickness occur within the metasediments as sheeted sills and dykes, including some which are cutting through or bordering the granodiorite. The metasediments and magmatic rocks have been affected by skarn alteration forming exoskarn and endoskarn, although this event appears not associated with gold, contrary to general Ity style mineralization, whose mineral paragenesis bears significant copper.
The mineralization in Le Plaque is broadly associated with few meters-thick ductile and brittle ductile shears with quartz veining, silica-sericite alteration and locally massive sulfidic seams (pyrite, with subordinate sphalerite, minor chalcopyrite and local trace of galena and pyrrhotite). There is no visible gold on core, even within the highest-grade intercepts, and almost no arsenopyrite. The presence of sphalerite, strong silicification and quartz veining usually correlates very well with the best grades. The anastomosed shearing network is usually well developed in the outer shell of the granodiorite, within the granodiorite and diorite units, and to a lesser extent within the skarn host rocks themselves.
Exploration
At Ity, regional scale geochemical stream sediment sampling and soil sampling programs and airborne geophysics (magnetics) were completed by Bureau de Recherches Géologiques et Minières ("BRGM"), the French geological survey institute, in several phases from the 1930s up to the 1990s. The geochemical surveys highlighted several anomalies in the project area, the strongest being the Ity deposit. Follow up geochemical surveys and shallow drill results were successful in delineating the Ity mineralization, and mining for a heap leach operation commenced in 1991. In 1999, the BRGM completed further ground-based exploration in the wider PE26 and PR609 permit areas
including IP and ground magnetic geophysical surveys, infill soils and pitting, and drilling of reconnaissance core holes.
Little information is available between 2002 and 2011 with data and maps being lost during three periods of civil conflict; mining operations and exploration activities were sporadic.
La Mancha's evaluation of Ity began in 2012 following the change in ownership and management. Exploration since then has been carried out under the supervision of technically qualified personnel applying standard industry approaches. All data acquired meets or exceeds industry standards and all exploration work has been carried out by or supervised by technical personnel of the operator. Work prior to 2012 has been validated or replaced with new information.
Recent exploration at Ity generally follows a systematic approach depending on the available information of each target area or deposit. Due to the success of the previous geochemical sampling programs in highlighting surface mineralization at Ity and Daapleu deposits, a large soil sampling program encompassing large portions of PR609 was completed in 2013. To assist with the interpretation of the soil results, the data from 1979 airborne magnetic survey, the 1999 IP survey and 1999 ground magnetic survey were re-processed by SAGAX Afrique SA using modern processing methodologies. The combination of results led to core drilling which identified transported alluvial cover from the Cavally River in some of the target areas. The observation helped explain why some of the previous shallow geochemical anomalies did not persist in the bedrock, but it also flagged a lowering confidence in the results of the soil program.
To provide clarity, the exploration program was adapted in 2015 to enable grid-based bedrock sampling auger drill programs across large tracts of lithological and structurally favorable ground trending northeast-southwest from Ity and Daapleu deposits. The programs identified several anomalies. Large scale auger programs in 2016 and 2017 identified numerous anomalous values along strike to the northeast and southwest of the Ity deposit. Follow up RC and DD drill programs confirmed some of the anomalies at depth, whilst others resulted in minimal sub-surface support. To help delineate between anomalies with deep seated roots against those resulting from surficial enrichment processes, the drilling type for the 2018 auger program was changed to Air Core with holes drilled at minus 50-degree declination.
Further ground IP geophysical surveys to track out mineralized shear structures on a prospect scale, in conjunction with recently completed regional scale airborne VTEM geophysical survey were used in the interpretation of the auger and Air Core programs results. Ity's 2017 exploration program amounted to US$8 million, totaling 58,500m of drilling focused on increasing the resource base for the Ity Optimization Study. More than 1.0 Moz of indicated resources were added in 2017 following the successful drilling campaigns at the Bakatouo, Ity, Daapleu and Verse Ouest deposits and at the recent Le Plaque discovery.
As announced on February 23, 2018, a maiden resource (85koz at 2.70g/t of indicated and 43koz at 2.40g/t of inferred) was defined for an area that represents about 25% of the Le Plaque target. In light of positive 2017 results, a further exploration campaign was planned for near-mill targets (including testing of extensions at the Mont Ity, Bakatouo, Daapleu, Le Plaque deposits) with the aim of delineating additional resources for the CIL Project.
In 2018, the exploration program amounted to US$9 million, totaling 49,600m of drilling, focused mainly on the Le Plaque area and Daapleu deposit. The mineralization in the Le Plaque area was extended and drilling continued.
The validation of a high-grade at depth plunge at the Daapleu deposit was confirmed, and mineralization below the existing heap leach pad has been encountering suggesting a possible extension of the Bakatouo deposit.
In 2019, exploration efforts were focused on the Le Plaque target. Due to the success of the campaign, the initial budget of 71,000m was exceeded with a total of 83,436m of drilling completed, amounting to US$11 million. As announced on July 8, 2019, the Le Plaque Indicated resource increased from 85koz to 476koz at a grade of 3.20g/t Au and a maiden reserve of 5.5Mt at a grade of 2.34g/t Au containing 415koz was published on February 24, 2020. Further potential extensions were identified in H2-2020 by a combination of Air Core and follow-up core and RC drilling, notably toward the south in Delta Extension.
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In August 2019, the Mahapleu tenement was purchased for a minimal cash consideration and a royalty based on a sliding scale depending on the gold price (varying from 1% below US$1,200/oz to 2.5% above US$1,850/oz). Following this land consolidation, Endeavour now controls the whole extent of the Ity Birimian corridor that stretches nearly 125km.
An exploration program of US$16 million totaling approximately 95,000m was completed in 2020, with the aim of growing the Le Plaque, Bakatouo, and Daapleu deposits, as well as testing other nearby targets such as Floleu and Samuel. The majority of 2020 drilling was focused on the Le Plaque area to further increase the resource, as announced on July 7, 2020, with further drilling at Le Plaque having been completed in H2-2020. Reconnaissance drilling on near-mill targets such as Verse Ouest, Leach pad and Daapleu SW was also completed.
Sampling and Data Verification
Drilling and survey procedures observed are to acceptable industry standards, are appropriate to the deposits being drilled and are appropriate for mineral resource estimation.
All assays for the most recent exploration campaigns were done by Bureau Veritas laboratory, Abidjan, Côte d'Ivoire with 50g fire-assay analyses. In addition to the above, six batches of samples were sent to ALS-Chemex, Ouagadougou, Burkina Faso as umpire checks. These samples came from the various exploration targets.
In general, the results of the assays were within acceptable limits and deemed suitable for use in the mineral resource database. Any data deemed not to be suitable was removed from the database.
In 2017, Endeavour entered into an agreement with SGS Côte d'Ivoire SA to establish and operate independent mineral assay laboratory services at Ity. The services include dedicated sample preparation, leach, soluble copper and fire assay services for mine and grade control operations, as well as dedicated sample preparation and fire assay facilities for exploration samples. Sample collection followed established procedures, and sample submission included the same control samples and insertion procedures as used in previous campaigns. Umpire samples will continue to be sent to an independent laboratory in either Burkina Faso or Côte d'Ivoire.
The sampling and assaying are monitored through the implementation of a quality assurance – quality control (QA-QC) program. The QA-QC program was audited by an independent international consultant in 2019 and consequently designed to follow industry best practices.
Current exploration practices are appropriate to the deposits being evaluated. All historical data has been assessed for accuracy and incorporated into the database and was found acceptable for use in geological and mineral resource evaluations.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
The Ity deposits at Bakatouo, Ity-Walter, Daapleu, Colline Sud, Verse Ouest, and Aries were updated for mining depletion in 2020; the base resource models for these deposits are unchanged from 2019. The ZiaNe deposit and Gbeitouo deposit resources are unchanged from 2019. The Le Plaque resource was updated with new drilling data in June 2020.
The Mont Ity, Ity Flat, Tontouo and Walter deposits were treated as a single, continuous deposit and geological wireframes were produced as part of the 2019 mineral resource estimates. Simple volumes were generated on a sectional basis using Surpac, with more complex geometries modelled using Leapfrog Geo.
A nominal cut-off grade of 0.2-0.3 g/t was used along with lithological and structural logging in order to define estimation domains. A high degree of tolerance was used for the inclusion of internal waste in order to produce relatively continuous domains along known, northwesterly-dipping structures. In addition, a hard boundary was
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implemented during estimation in each of the domains, with the clay-fresh rock boundary spatially corresponding with the Transitional – Fresh weathering boundary in most areas.
Visual assessment of gold assays within distinct weathering domains indicated that hypogene mineralisation hosted within the fresh rock domain was spatially restricted to distinct structures, whereas often remobilised gold produced more diffuse (and sometimes higher grade) mineralisation domains within the overlying saprolite clays.
The mineralisation domains reflected Hypogene, fresh rock (mostly skarn-related), clay (saprolite)-hosted, supergene laterite-hosted and "halo" mineralisation or "mineralised waste" mineralisation. The latter mineralization represents low grade, discontinuous and erratic gold mineralisation outside of other distinctly higher grade mineralisation domains.
The gold Mineral Resource was estimated using two interpolation methods:
- Ordinary Kriging ("OK") – OK was used to estimate gold grade inside the grade control ("GC") volume. The estimation was undertaken separately for the intersection of each estimation domain and the GC volume.
- Localised Uniform Conditioning ("LUC") – LUC, using all available data was carried out for the whole volume defined by the estimation domains.
The final reported gold grade estimate is a combination of the OK GC estimate within the GC volume, and the LUC estimate outside of the GC volume. Since the GC data only extend at most a few benches below the pit surface at the time of the estimate, the vast majority of the Mineral Resource lies within the volume estimated by LUC.
Lithological wireframing for ZiaNE, Bakatouo, Daapleu and Gbeitouo deposits was modelled in 2017 on a sectional basis, based on the "LITHO" fields of the respective "Geology" databases. Interpretive polylines were snapped to drillholes and the resultant lithological domains ("3DMs") were coded into the respective block model(s). Mineralisation domains at the ZiaNE, Bakatouo and Gbeitouo deposits were modeled using a nominal 0.3 g/t Au grade cut-off. At the Daapleu deposit, mineralisation domains were modelled using an interpreted natural cut-off grade of 0.35 g/t Au and geological logging, where available. The gold resource was estimated using a combined OK and LUC methodology.
Geological modelling for the Colline Sud deposit was completed in 2017 using lithological logging and interpreted geological cross-sections and level plans. Laterite, oxidised and reduced clays, volcanosediments and two sets of intrusions (felsic, trending approximately north-south and mafic, trending approximately northeast-southwest) were modelled in Surpac. Mineralisation domains at Colline Sud were modelled on a sectional basis using a nominal 0.5 ppm Au cut-off grade with a maximum of 2m continuous waste intervals included. A total of 27 mineralisation domains were modelled, trending northeast-southwest, with an average dip of 55° to the northwest.
Geology wireframes at the Le Plaque deposit were interpreted in Geovia's Surpac™ software with interpretations of the geology and mineralization primarily based on 25m spaced sections. Mineralization domains were interpreted from drillhole lithological logs on a sectional basis (25m spacing) using a nominal cut-off grade of 0.3 g/t Au and a minimum width of 2m. Polylines were snapped to drillholes and the resultant domains were typically extended a maximum of 15m down-dip and along-strike beyond the informing data. A total of 49 domains were produced. The gold resource was estimated using the OK methodology.
The density was measured in 5,069 core samples within the various rock types then averaged within the model by the weathered zones. The laterite density is 1.55 t/m³, the saprolite is 1.50 t/m³, the transition is 2.40 t/m³ and the fresh rock is 2.80 t/m³.
The gold resource at Le Plaque was estimated using the OK methodology for each mineralized domain. The mineralized domains were classified as indicated and inferred resource classification depending on the sample spacing, number of samples, confidence in mineralized zone continuity and geostatistical analysis. Indicated classification was generally applied to blocks within the mineralized zone defined by a minimum of seven samples within a 50m search radius. Inferred classification is defined by a minimum of three sample within a 75m search radius.
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The resource at Le Plaque is constrained by a US$1,500 pit shell and 0.50 g/t Au cut-off grade. The Whittle pit shell optimization assumes a base mining cost of US$2.67 per tonne and an adjusted ore mining cost of US$3.20/tonne for oxide, US$3.74/tonne for transition, and US$4.01/tonne for fresh rock, mining recovery of 95%, mining dilution of 10%, pit slope of 40°, gold recovery of 94.6% for oxide, 93.2% for transition, 81% in fresh rock, and processing and G&A cost of US$15.85/tonne in oxide, US$16.76/tonne and US$17.61/tonne in fresh rock.
For the Verse Ouest and Teckraie deposits, lithology codes were flagged into the "facies" block model attribute field. The topographic surface for the dumps was current as of 31 December 2020. Given the deposits represent historic waste dumps, the interpretation focused primarily on the boundary position between the dumped rock material and underlying laterite. The interpretation polylines were based on 25m spaced sections oriented toward 135°. The polylines were "snapped" to drill hole traces in most instances and used to create validated 3DMs. The underlying laterite domain interpretation was based on logged geology and was limited to a minimum downhole length of 2m. The top surface of the laterite domain represents the base of the dumped rock material. As the rock dumps are not physically separate, a nominal line of separation was interpreted to best honour the drilling data and previous description of the two rock dumps. Within the rock dump, an area of locally higher-grade assays was identified and sub-domained for consideration during the grade estimation process. The gold resource was estimated primarily using the OK methodology.
Recent infill drilling suggested that large areas may be delineated and mined at a slightly higher grade to the surrounding material. Therefore, any attempt to selectively mine the rock dump material may have associated risks and it is preferred to report the resource above a 0 g/t cut-off and mine the entire dump.
Lithological modelling was not completed for Aires. The mineralization domaining at Aires was based on facies modelling of the heap leach pad from drillhole data and was carried out in 2017 MRE and updated in 2019. An additional surface was created which reflects the lift added to the heap leach pad at domain 11 since the previous mineral resource estimate.
Mining and Ore Processing
Construction of the CIL plant commenced in September 2017 and was completed under budget and ahead of schedule with the first gold pour occurring on March 18, 2019. Previous mining at Ity consisted of conventional open pit with heap leach ore processing. By the end of 2018 the heap leach facility wound up operations to pave the way for the commencement of the CIL plant. In 2019, the heap leach facilities were dismantled and removed. The Ity CIL plant processes oxide, transition and fresh ore with variable ore characteristics, gold grades and metallurgical treatment requirements. The primary ores are significantly more competent than the oxide ores. The flowsheet includes a single stage jaw crusher, two stage SAG/ball milling comminution circuit, gravity concentration for removal of coarse gold, pre-leach thickener, CIL circuit comprising eight tanks, split Anglo (AARL) elution circuit, electrowinning and gold smelting and tailings detoxification.
Following the commissioning of the 4.0Mtpa plant in April 2019, Endeavour launched optimization and debottlenecking work to increase the plant capacity by 25% to 5.0Mtpa. Integration of components to achieve the increased throughput was carried out during the scheduled maintenance downtime with the plant achieving an annualized throughput exceeding 5.0Mtpa in November 2019.
As part of the volumetric upgrade, capacity of the following items was increased: variable speed drives for the primary apron feeder, vibrating grizzly, and lime screw feeder, tailings pumping and decant return, high pressure gland water supply, tailings pumping and a second 50t capacity oxygen plant. Planned upgrades to the tailings storage facility in line with LOM are ongoing.
For CIL operations, the selected mining approach is conventional open pit excavator-truck operation with the production unit operations (drilling, blasting, loading, hauling and dumping) carried out by owner mining personnel and equipment. The mining fleet consists of larger capacity 90t dump trucks and 120t class backhoe excavators. The 40t articulated dump trucks are still utilized depending on pit and dump conditions, in particular, during the wet season. Ore and waste production rates are monitored, and material reconciliation are carried out continuously for the pit areas in production.
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The production, drilling and blasting operations are carried out on 5m benches. A half bench height (flitch) of 2.5m is mined in ore to achieve a high degree of selectivity in loading and hauling operations. The highly weathered zone (clays and laterites) and transitional zone with a density below 2.0 t/m3 are amenable to free digging. Emulsion is used in both wet and dry blasting for efficiency.
Various contracts were awarded following a competitive bidding process for parts of the mining operations, prices are within the industry range and comparable to other operations in Côte d'Ivoire or West Africa. Endeavour contracts the supply of explosives and blasting accessories to an approved explosives supplier, who in addition to the supply of primary explosives and blasting accessories, provides mixing equipment and technical blasting advice when needed.
Grade control drilling is carried out by a drilling contractor and the samples are tested in the onsite laboratory. Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium term mine planning process. The grade control is based on 138mm diameter RC drilling and sampling practice. A grade control pattern of 12.5m x 6m is used for 36m deep holes (30m vertical) and 1.0m vertical sampling intervals. The holes are angled 50-55 degrees from the hanging wall side of the ore zones to provide a good intersection with the mineralized structures.
In 2020, Ity CIL produced 213koz of gold at an overall AISC of US$808/oz. A total of 23.5Mt ore and waste was mined, including 8.6Mt of ore at an average gold grade of 1.28g/t containing 351.8koz. A total of 5.4Mt ore at an average grade of 1.57g/t containing 271koz gold was processed with an overall recovery rate of 79% producing 213koz gold.
Environmental, Permitting & Social
Several environmental studies were conducted over the past 15 years. A comprehensive ESIA was completed for the CIL Project and was published in March 2016. The most recent ESIA was for Floleu (Le Plaque) and was approved by the Minister of Environment on July 10, 2020.
Several environmental permits have been granted covering the mining and process plant, Daapleu, Gbeitouo and Le Plaque exploitation and mining and surface infrastructure.
In 2018, a RAP for the resettlement of Daapleu village was completed and successfully implemented. A total of 85 houses were built, relocating about 1,000 people from six villages. The new village opened in October 2018 and has solar streetlights, five water wells, a community centre, a school and six housing units for teachers.
A range of programs to support impacted local communities have also been implemented. In 2020, these included a rice growing project, an adult literacy program, rehabilitation of hydraulic water pumps and poultry farming.
For the year ended December 31, 2020, the Ity Mine contributed US$1.88 million to the government-mandated Local Mining Development Fund, which requires a contribution of 0.5% of revenue.
Infrastructure
The tailings storage facility ("TSF") for the CIL plant has been designed for a total capacity of 57Mt at an average annual throughput rate of 5Mtpa. The facility was designed by Knight Piésold who has also been involved with QA-QC activities on site throughout construction. The Ity TSF is located adjacent to the processing facility and forms part of the original project design and capital budget. Decant fluids are not suitable for release to the environment and are pumped back to the plant. As per Knight Piésold's design, the TSF is made of compacted soil liner, overlain by HDPE geomembrane liner over the entire basin area (including embankment face), a system of finger and collector drains within low lying areas of the TSF basin, and a leakage collection and recovery system ("LCRS") installed beneath the basin liner. Closure at the end of the mine life will require covering the surface with 0.3m low permeability mine waste and 0.2m of topsoil.
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The facility is designed to be raised in annual stages over the mine life using downstream embankment construction techniques. The 2021 raise is currently in progress and will be completed by the end of May. Due to COVID-19 restrictions, the annual audit of the TSF by Knight Piésold was delayed from August 2020 to November 2020 and all internal TSF reports from August 2019 to July 2020 were presented to Knight Piésold for their audit. No points of material concern were noted in their report.
Power for the CIL plant is provided via a connection to the national grid at Danané, approximately 58km from site. A 90kV single circuit lattice tower transmission overhead line connects Ity to the national grid. The connection supplies the main HV switch room inside the processing plant from which power is distributed. Backup power is available onsite from 16 Caterpillar high speed diesel generators with a total capacity of 21MW, providing 100% redundancy of power supply to the CIL operations.
Raw water is pumped from the Cavally River and pit dewatering bores to a surge tank ahead of a treatment plant. Water from this surge tank is pumped on demand to the plant raw water tank. Duty/stand-by water pumps are provided for the raw water distribution to the plant.
Filtered water for the process plant is produced by treating raw water in the filtered water treatment plant. Filtered water is report to the filtered water storage tank and is distributed to the plant as required using duty / standby filtered water pumps. Filtered water is supplied to the plant potable water treatment plant. The water treatment facility will include micro filtration, ultra-violet sterilization and chlorination. Potable water is stored in the plant potable water tank and is reticulated to the site ablutions, safety showers and other potable water outlets. Transfer pumps feed water to a separate camp potable water tank for reticulation. Additional ultra-violet sterilization units are installed on outgoing potable water distribution headers.
Process water is pumped from the TSF decant to the plant process water tank. The plant process water consists of TSF decant return water and raw water tank overflow. The process water tank is located so that the raw water tank overflows to the process water tank allowing the process water tank to be kept full at all times.
Fuel storage comprises of two 1,200 m³ double skinned self-bunded fuel storage tanks and pump skids located within the mining services area. This provides sufficient fuel for the needs of the mining fleet and emergency power for the processing plant. Fuel levels are regularly monitored by both the fuel supply contractor (TOTAL) and the site supply chain department, with shipments readily available from Abidjan.
Costs
2020 Cash Operating Costs
| Item | Unit Cost (US$) |
|---|---|
| Mining Costs | 3.36/t mined |
| Processing & Maintenance Costs | 11.94/t milled |
| On Site General Administration Costs | 3.10/t milled |
Production, Exploration and Development
In 2020, Ity CIL produced 213koz of gold at an overall AISC of US$808/oz.
In 2021, Ity CIL is expected to produce 230koz-250koz at an AISC of between US$800-US$850/oz.
An exploration program of US$9.0 million is planned for 2021, drilling will focus on adding resources at Le Plaque, Verse Ouest, Daapleu SW, Walter, Bakatouo Deep and Greater Ity. Reconnaissance drilling will also test the South Foleu area and Daapleu deep targets.
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Karma Mine, Burkina Faso
The following summary sets forth information concerning Endeavour's Karma mine, which is not considered to be a material property to Endeavour.
Location
Karma is located in north-central Burkina Faso, 20km east of the city of Ouahigouya (population 125,000) and is accessible via a series of paved and unpaved roads. The property is centred on UTM coordinates 576,485mE and 1,504,041nN (WGS84 Zone 31 North). National Route 2 (N2) is a paved highway connecting Ouahigouya to the capital Ouagadougou, which is 160km away to the south-southeast. The N2 route traverses through the regional centre of Yako enroute to Ouahigouya. Access from Ouahigouya to Karma mine is by dirt road. The majority of the local workers live in Ouahigouya. Burkina Faso is landlocked and relies on the ports of Tema in Ghana, Abidjan in Côte d'Ivoire, Cotonou in Benin and Lomé in Togo for access to shipping.
Ownership
On April 26, 2016, Endeavour acquired all the shares of True Gold Mining Inc. ("True Gold"), formerly named Riverstone Resources Inc. As a result, Endeavour acquired a 90% interest in Karma. The State of Burkina Faso holds the remaining 10%.
Karma is comprised of one exploitation permit granted to Riverstone Karma on December 31, 2013 covering initially 36.78km². The permit area was extended to 50.81km² on October 10, 2014 and further extended to about 55km² on July 30, 2018. The Karma exploitation permit is valid until December 31, 2033 and may be renewed for consecutive five-year periods until deposits are depleted. The Karma exploitation permit contains six known mineral deposits, namely the Goulagou I ("GGI"), Goulagou II ("GGII"), Rambo, Kao Main, Kao North and Nami deposits.
The Karma exploitation permit is subject to various royalty considerations including a 3% to 5% sliding scale royalty to the Government of Burkina Faso (linked to the price of gold) and a 2% royalty owed to Maverix Metals Inc on all permits except Zanna and Rigui. Further, there is a 3% royalty owed to Mr. Matlock and Ms. Guirma in connection with the Rambo, Rambo West and Nami deposits, a 3% royalty owed to Mr. Matlock on certain area surrounding the Rambo deposit, a 1% to 2% sliding scale royalty owed to Golden Star Resources Ltd. ("Golden Star") in respect of certain deposits and a 5% royalty owed to the Ouedraogo family in respect of certain deposits.
History
The Rambo permit was acquired from two individuals in 2003, subject to royalty interest. It was the first permit acquired in Burkina Faso by True Gold (formerly Riverstone Inc.). The adjacent Kao permit was acquired in 2004 by application to the Burkina Faso ministry of mines.
In late 2007, an Option to Purchase agreement for Goulagou and Rounga was signed with Golden Star Resources Inc. Goulagou and Rounga which are contiguous to Rambo and Kao were part of the large SOMIFA permit held by Channel Resources from 1994 to 2000. The Goulagou permit was reduced in size in 2008, according to provisions of the Burkina Faso mining code, and the shed portion was reacquired as the Youba permit, which became subject to the provisions of the Option to Purchase agreement. The Tougou permit adjoining Rambo and Youba was granted to Golden Star in 2008, and it was included in the original Option to Purchase agreement in 2011. Golden Star retains certain royalty interest on the Goulagou, Rounga, Youba and Tougou permits.
In 2014, following the grant of the Exploitation Permit, the Goulagou permit has been reshaped and renamed Bogoya, the Kao permit was split into Kao Nord and Kao Sud permits, the Rambo permit was reshaped and renamed Bonguirga. In 2016, the Rounga permit was renamed Dinguiri. In 2017, Karma project was granted two new permits: Rigui neighbouring Kao Sud to the south, and Zanna located adjacent east of Kao Sud and Rigui, and east and south of Kao Nord. Endeavour acquired all historic exploration data from the previous Zanna permit owner Golden Rim Resources Inc.
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Geology
Karma is located in the Paleoproterozoic Baolé-Mossi domain of the West African Craton, specifically in the Birimian supracrustal rocks, which were probably developed upon a juvenile Paleoproterozoic crust (ca. 2.40-2.20 Ga).
Karma is situated in the regionally east-west trending Goren greenstone belt. The geology consists of a folded sequence of greywacke, siltstone, shale in the south-east and clastic, volcaniclastic and mafic volcanic rocks to the north-west. The western margin of the project area presents a broad north-south magnetic lineament that is interpreted as a first-order, crustal scale, sinistral, shear zone named the Ouahigouya Shear Zone (OSZ). The OSZ extends from the south into Boromo Greenstone Belt and branches in the Karma project into a series of north-east trending subshears reactivated during the Eburnean Orogeny between 2,130 and 1,980 Ma.
Substantial areas of Karma are covered by lateritic units, dominantly gravels and cuirasse, which form a highly indurated upper part of the lateritic regolith. A few lateritization events have resulted in weathering to depths of up to 120m. Laterites and sand cover limit the extent of bedrock outcrop in the project area and have limited the geological understanding of the region.
Seven mineral deposits at Karma have been defined up to now over the project area, namely, Kao, North Kao, GGII, GGI, Nami, Rambo and Yabonsgo deposits.
The Kao deposit is centered on a metric to pluri-metric thick mineralized structure oriented NW-SE which has developed along the footwall of a reverse fault within a deformed granodiorite to quartz-monzodiorite intrusive. It has 500m of strike-length and dips from 25° to 40-45° towards the NE where it remains open at depth. There are two sets of structures: (i) the dominant shallow east-dipping structure that extends the full length of the deposit in a north-west direction, which is transected by (ii) steeper, north to northeast-dipping set of thinner quartz veins that crosscut the north-west structure. The structures are weakly to intensely foliated, sericite-carbonate-silica altered and are host to multiple generations of quartz-carbonate-sericite-pyrite-arsenopyrite veining. Arsenopyrite with quartz veining generally correlate with higher gold grades.
The North Kao deposit hosted in the Kao intrusive was hidden under a thick laterite cover laying over approximately 60m of saprolite. It consists of a stacked sequence of structurally controlled tabular bodies, defined by pervasive quartz-sericite-pyrite alteration, breccia and locally distributed stockwork, shear and extensional veins. Gold is closely associated with each of these features. The main one striking north to NNW. A new second zone unmined yet, the Kao North Eastern extension, discovered in 2017 is located 500m to the east, running parallel the eastern edge of the Kao Intrusive over known strike length of 800m. It is still open to the south.
The GGI deposit has continuous lenses of gold mineralized rock over an East-West strike length of 2,100m. It consists of up to 10 discrete lenses, ranging from five to 40m thick, dipping near vertically.
The GGII deposit is like GGI, with an East-West strike length of 2,400m. There are three to five steeply dipping lenses along strike, with widths ranging from 5m to 30m. Higher grade steeply plunging shoots that occur at distinct flexures along strike are targets for deeper drilling.
The Rambo deposit comprises several relatively small mineralized lenses with the main zone containing a steeply plunging mineralized shoot. The deposit has an east-west strike length of approximately 450m and dips steeply to the South, along with a down-dip length of 230m. Thicknesses of the mineralized zones ranges from about 2.5 to 25m.
The Nami deposit is composed of three mineralized lenses with shallow dips of 20 to 25° toward the west-south-west. The strike length of the Nami deposit is about 550m, with a down-plunge extent of 300m, and a thickness of the mineralized zone ranging from about 2.5 to 30m. The deposit, which exhibits good continuity, is open to the west, north and south.
The Yabonsgo deposit is located along a regional NE striking shear zone and is defined over 600m inside a 1.3km long by 175m maximum width vertical porphyritic granodiorite body intruding an extensive meta-volcano-sedimentary unit. The mineralization is related to a system of stacked flat to low-dipping quartz veins centered on the intrusive. The deposit is open at depth and shows discontinuous extensions toward the SW and NE directions along the shear zone.
The Karma deposits have characteristics of mesothermal, shear-hosted gold deposits associated with orogenic activity. Elements of stratigraphic control may result from mineralization/alteration being channeled along specific structural/lithological controls, such as competency contrasts between intrusive and sedimentary rocks that have affected porosity and fluid flow. The Karma deposits may be best described as structurally controlled, orogenic, hydrothermal deposits.
Exploration
Initial exploration activities in the 1990s on the Kao permit by previous owners consisted of soil and rock geochemical surveys. After acquiring the property in 2004, True Gold completed a regional exploration program which included RC and diamond core drilling. The Kao deposit was discovered in 2006 during a RAB drill program on a soil geochemical anomaly.
The former Goulagou, Youba and Rounga permits were explored by Channel Resources from 1994 to 2000. From all the targets and anomalies, the GGI and GGII became the main focus of interest due to RAB drilling of soil geochemical anomalies. Several drilling campaigns followed during the period 2000 to 2005 and in 2007, Golden Star engaged SRK Consulting to prepare a NI 43-101 compliant resource estimate for the GGI and GGII deposits. Between 2007 and 2012, True Gold completed an important exploration program and definition drilling. Mineral resource updates on the deposits were completed in 2009, 2011, 2012, 2014 and also in 2017 in respect of the North Kao deposit.
Following its acquisition of the Rambo permit in 2003, True Gold completed detailed field work and drilling campaigns to delineate the Rambo gold zone and define a mineral resource, including in 2010 the Nami deposit, located 4km NE of Rambo. Several NI 43-101 compliant mineral resource estimates were completed from 2009 to 2014.
Drilling activity in 2015 was limited to near-mine site condemnation and geotechnical holes. Drilling in 2016 was focused on North Kao with a goal to upgrade the mineral resources from inferred to indicated category.
In 2017, the Karma exploration program amounted to US$3 million, consisting of a total of 1,355m DD holes and 40,165m RC holes on the Goulagou corridor, Rambo West, North Kao and Yabonsgo targets, all located within 15km of the mine plant.
In 2018, the exploration program exceeded US$2 million, consisting of a total of 990m DD holes and 28,231m AC/RC holes on Yabonsgo, Rambo West, North Kao and Rounga targets, including first test drilling on Mogombouli Main and North targets in the Zanna permit. In addition, a 21,186m auger drilling program looked for potential continuity of Kao mineralization over a large area on and surrounding the Kao intrusive.
On Yabonsgo, 26 infill RC holes (3,052m) on the 600m long central area allowed the identification of a maiden Indicated resource totaling 2.9Mt at 1.28g/t Au containing 119 koz. Also, expanding on the 2017 program, 50 ARC holes for 3,328m aimed to identify north-east and south-west extensions of this deposit.
At Rambo West, 14 ARC holes (1,271m) of resource definition drilling showed continuity of mineralized lens leading to a potential addition in the order of 10koz of oxide resources.
On the North Kao eastern extension discovered in 2017, a 25-meter spaced infilling program (108 ARC holes, 8,044m) successfully followed on the 50m x 50m existing 2017 fences. It demonstrated the lateral continuity of the low east-dipping lenses showing a pinch-and-swell style while better defining the known 800m strike length. Also,
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100m to 150m spaced exploration fences drilled further to the south-east identified potentially economic lodes over another 250m southward.
The Rounga North and South targets were drilled with eight DD holes (990m) and 38 RC holes (4,379m) to check for north-south lode continuity across an average fence width of 350m. The drilling allowed to describe the structural context as an array of low east-dipping thrust faults going parallel to a diorite over tholeiitic basalt contact. Mineralization occurs along these thrusts as extensional quartz veining with local sulfide-rich pockets but shows mostly discontinuous grades adding up to small ore volumes low average grade.
In 2019, a drilling program of US$1.2 million for approximately 27,000m was spent to infill GGI, to define extensions of Kao known deposits and to identify new mineralizations elsewhere in the intrusive.
An exploration program of US$1 million, totaling 61,500m of RC drilling was completed in 2020, to infill drill and test extensions a number of near mine targets including Kao Main, GG1, Kao North, Rambo West and Nami. Drilling defined a southern continuation of the Kao North East deposit, 200m outside of the mining permit.
Sampling and Data Verification
A comprehensive QA/QC program was established throughout the drilling campaigns. Appropriate standards and coarse blanks were inserted into the assay stream at regular intervals. Duplicate samples from the drill rig rejects were submitted at regular intervals. The results of the controls were monitored on a regular basis, before assays were entered into the master assay databases. Samples for Karma were prepared by ALS in Ouagadougou and assayed for Au at their facility; however significant numbers of pulps were assayed in Johannesburg, South Africa or in North Vancouver, Canada. At exploration stage, umpire assaying over chosen subsets of mineralized interceptions were also performed at SGS laboratory in Ouagadougou. Assaying for Au was by fire assay/atomic absorption ("FA/AA"), and for samples grading in excess of 1-gram Au per tonne, prior to July 2013, and 5 grams Au per tonne thereafter, by fire assay with gravimetric finish ("FA/grav"). Gravimetric assay values were used in preference to FA/AA numbers. The procedures adopted for sample handling and preparation, security and analyses were appropriate, and the data acquired and analyzed was found by the consultants to be satisfactory for use in a mineral resource estimate calculation.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
The mineral resources for GGII, Kao and Rambo deposits were estimated during the feasibility study work in 2013 by P&E Consultants and have been depleted by mining. As of December 31, 2019, there is no change in the resources for these deposits in 2020. The mineral resources for Kao North, Yabonsgo, Nami and Rambo West were updated in 2018 and 2019 as previously reported. Kao North and GGI were the only active mining areas in 2020.
GGI Resource Modeling
The GGI resource model was updated based upon an updated interpretation after the initial grade control drilling.
Weathering and geologic interpretations based on geological logging were used to define oxide, transitional and fresh weathering domains, and define the geologic controls on the mineralization. Robust mineralization interpretations were based primarily on a nominal gold grade cut-off of 0.2g/t Au and the geologic interpretations.
The primary gold estimation method for GGI is Localized Multiple Indicator Kriging ("LMIK"). LMIK is considered by Cube Consultants to be the most appropriate method for the estimation of local recoverable resources for this deposit, as it produces representative grade-tonnage functions which are in good accordance with volume-variance relationship principles. The final Mineral Resource is a diluted recoverable resource estimate. The process attempts to estimate the recoverable tonnage and grade based on the dimensions of the SMU, which is regarded as representative of what is practically achievable during actual mining. Estimation is undertaken using relatively large
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panels and within domains defined by a lower grade cut-off and therefore can be considered as being 'diluted' as the panels are estimated using all data within these broad mineralized envelopes.
A range of criteria were considered when assessing the mineral resource classification for each deposit including geological and mineralization continuity, modeling technique, local estimation bias.
The mineral resource is reported at a 0.40g/t gold cut-off grade, within a Whittle optimized pit shell based on a gold price of US$1,500/oz.
Nami Resource Modeling
The Nami resource model was updated based upon an updated interpretation of the data.
The weathering data was interpreted from the geologic logging to define the laterite, saprolite, the transition material, and the fresh rock boundaries. The density in the model was defined within these weathering domains.
A threshold of 0.2g/t Au has been used to distinguish non-mineralized and mineralized material. The mineralization is predominately hosted by the tectonic breccias within the granodiorite country rock. The mineralized zones were defined by wireframes which were used as constraints in the block model. Composite samples were calculated within the mineralized zones at a two-meter interval. A 5.0g/t Au was used to limit the impact of the high-grade samples.
The resource gold grade was calculated using ordinary kriging within the mineralized domains in two passes. The first within a maximum search radius of 50m was used to define the indicated and the second up to 100m within the mineralized zones used to define the inferred.
The mineral resource is reported at a 0.30g/t gold cut-off grade, within a Whittle optimized pit shell based on a gold price of US$1,500/oz.
Mining
The Karma mine plan consists of multiple open pits which are developed in a sequence, with multiple pits being mined at the same time, to provide the ore feed for the heap leach operations.
The mining method at Karma is conventional open-pit mining using loading and hauling equipment to transport ore from the pit to the ROM pad. Mining is done by three Komatsu PC-1250 excavators and thirteen Komatsu H785 100 t dump trucks. The load and haul fleet are supported by an ancillary fleet including a wheel dozer, four track dozers and two motor graders. After an extensive tender process Karma transitioned to contractor mining in June 2020 when SFTP was awarded the mining contract. The transition included equipment, spare parts and tooling purchase. The majority of the on-site mining workforce was immediately employed by SFTP.
The material mined is primarily free digging, although during certain periods of the LOM, drill and blast activities is required at a relatively low powder factor to blast hard laterite or clay material. Drill and blast activities is carried out by SFTP and explosives are supplied by BME. Explosive used is INNOVEX 100. Emulsion product is pumped down 115mm diameter holes and 10m deep with a sub-drill of 1m. The production drill fleet consists of one DP1500 Sandvik Drill Rig – top hammer, mainly drilling 115mm-127mm diameter holes.
In 2019, the grade control program was modified at North Kao by the implementation of 30m length RC drillholes dipping at 60 degrees on a 12.5m x 12.5m spaced grid pattern thus helping to refine well in advance the ore-blocks modeling and delineation.
Commercial production was declared on October 1, 2016. In Q4 2017 additional capacity at the processing facility became available due to the successful commissioning of the redesigned front-end and other plant optimization activities. Rambo deposit was mined out in Q4 2017. In 2018, mining activities focused on GG2 and Kao deposits.
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In 2020, Karma mined 14.4Mt of waste and 4.8Mt of ore at an average gold grade of 0.83g/t containing 127koz of gold. A total of 4.9Mt of ore was processed at 0.84g/t average grade containing 131koz with an average recovery of 77% producing slightly over 100.5koz gold (98koz poured).
Metallurgy and Mineral Processing
Metallurgical Testwork
Metallurgical test work was conducted by Kappes, Cassiday and Associates between 2010 and 2012 to initially assess the gold processing method to be used at Karma. The tests concluded that heap leaching was the best process method for recovering gold. In support of this study, further test work was conducted by McClelland Laboratories in 2012 and 2013, which focused on developing recoveries and reagent consumptions for each ore type.
Subsequent to the start-up of operations, day to day leach tests, metallurgical accounting balance, and drilling of the leached heap pads are conducted to determine gold recovery.
Ongoing test work of the ore recovered from the current Kao North and GGI pits (as well as for future resources) is conducted to determine the recovery characteristics of the planned ore feed. Graphitic and sulfide material that is deemed not economically recoverable by the heap leach process is separated and stored on identified stockpiles for possible treatment with more involved processes at a later date.
Mineral Processing
The Karma process plant design was designed by SENET based on gold heap leach technology and consisted of two crushing circuits (for soft and hard ore respectively), agglomeration and stacking, heap leaching with cyanide solution followed by adsorption of the pregnant solution, elution and gold smelting. Services to the process plant include cement addition, reagent make-up, storage and distribution, water and air supply.
Recovery of gold is accomplished via heap leaching whereby the heap is fed with a mixture of crushed and sized ore that has cement and water added to form agglomerates that are transported from the process facility by a combination of fixed and portable conveyors to a radial stacker. The radial stacker builds the heaps and removable conveyors allow for the development of the heaps in a retreating direction back towards the main conveyor system beside the Heap Leach pads. The gold in the ore is extracted by an irrigation system which involves the spraying of a cyanide solution over the stacked heaps, which soaks the ore in the heap and allows gold bearing material to percolate downward to a HDPE (high density polyethylene) plastic liner where it is then collected via under-drain manifolds in a direct solution to the catchment ponds. This pregnant solution is then pumped to a cascade adsorption-desorption-regeneration ("ADR") plant where the pregnant solution is cascaded through a carbon adsorption circuit. Once enough gold has been adsorbed on to the carbon, the loaded carbon is acid washed prior to elution, followed by reactivation of the eluted carbon. The pregnant solution from the elution circuit is stripped from the carbon and the gold electrowon onto cathodes as sludge. Periodically the sludge is washed off the cathodes and dried. The dried gold sludge is smelted, and dried fluxes are added, to produce gold doré, which is shipped to refineries.
The heap leach plant can process up to 5.0Mtpa of oxide and transition ore for the recovery and extraction of gold from the pits. Only a minimal amount of sulphides extracted from Rambo and Nami pits will be processed through the heap leach plant. Gold cannot be recovered by heap leaching sulphidic material from GGI, GGII and Kao due to its refractory nature. Metallurgical tests have been conducted to determine the recovery characteristics of the refractory nature of the North Kao ore.
Karma's plant optimization program was completed in 2017 to replace the front-end crushing circuit and the ADR plant, as well as several other plant component modules. The new crushing plant features apron feeders, MMD mineral sizers and surge bins and has improved the throughput and reliability of the original design of the operation inherited by Endeavour. A new 8-ton cascade tank ADR plant has replaced the 5-ton column ADR plant.
A new extended stacking conveyor system and pump system upgrade was commissioned in February 2020 to accommodate longer and higher cell placement and improve stacking throughput. A total of 5 x 10m lifts are
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planned on the existing heap leach pads. The 3rd lift was commenced in Q4 2019. Upgrades to the pumping and electrical system were completed in early Q1 2020.
Environmental, Permitting & Social
An ESIA has been completed and environmental permits have been granted covering the open pit mining operations, the plant site and surface infrastructure.
In 2018, a RAP for the resettlement of the Boulounga Phase 2 was completed and successfully implemented. A total of 101 concessions were built, relocating about 700 people. The new village opened in September 2018 and has solar streetlights, two water wells and two water treatment stations, a six-class primary school with housing for teachers and a sports field. Each new house is also equipped with solar panels.
A range of programs to support impacted local communities have also been implemented. In 2020, these included peanut farming, soap fabrication, sheep fattening and micro-credit program.
For the year ended December 31, 2020, the Karma Mine contributed US$1.81 million to the government-mandated Local Mining Development Fund, which requires a contribution of 1% of revenue.
Infrastructure
Electricity is supplied to the project from six 1.0Mwh diesel Caterpillar generators.
Water supply is from a raw water storage pond of 340,000m³ and a storm water pond with a capacity of 1,250,000m³. The storm water pond provides capacity for rainfall events during the rainy season and water storage during the dry season. The ponds are filled (if necessary) by pumping water from a nearby dam during the rainy season.
Fuel storage comprises of ten 67 m³ double skinned self-bunded fuel storage tanks (670m³ total capacity) and pump skids located within the mining services area. This provides sufficient fuel for the needs of the mining fleet and emergency power for two weeks. The fuel farm is managed by the fuel supplier (TOTAL) with fuel trucked in regular from Ouagadougou to maintain volumes.
Costs
2020 Cash Operating Costs
| Item | Unit Cost (US$) |
|---|---|
| Mining Costs inc Haulage & HME | 2.32/t mined |
| Processing & Maintenance Costs | 6.76/t milled |
| On Site General Administration Costs | 2.16/t milled |
Production, Exploration and Development
In 2020, Karma produced 98koz at an AISC of US$1,007/oz. The 2021 production is estimated to be 80koz -90koz at an AISC of US$1,220 to US$1,300/oz.
Early in 2021, the 2020 exploration program results for Kao and other targets will be further interpreted. No material drilling is planned for 2021.
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Mana Mine, Burkina Faso
Below is a reproduction of the summary contained in the technical report entitled “Mana Property, Burkina Faso, NI 43 101 Technical Report, Disclosing the Results of the Siou Underground Prefeasibility Study”, dated March 26, 2018, with an effective date of December 31, 2017 (the “Mana Report”) and prepared under the supervision of Richard Gowans from Micon, with the participation of Christopher Jacobs from Micon, Eur Ing Bruce Pilcher from Micon, Jane Spooner from Micon, and Charley Murahwi from Micon, all “Qualified Persons” under NI 43-101. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Readers should consult the Mana Report which is available under SEMAFO’s profile on SEDAR at www.sedar.com to obtain further particulars regarding the Mana gold deposit. For greater certainty, the Mana Report is not and shall not be deemed to be incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the Mana Report has been updated under the supervision of, or reviewed by, Michel Plasse, P.Geo, Group Manager – Operations Geology and Reconciliation at Endeavour for the Mineral Resources, Denis Fleury, Chief Engineer at Mana Mine (Endeavour), P.Eng, CP CIMM, for the underground Mineral Reserves at Siou and Wona, and Salih Ramazan, FAusIMM, Vice President Mine Planning at Endeavour, in the case of Mining Reserves for the open pit mining at Mana, each of whom is a “Qualified Person” under NI 43-101.
Location
The Mana gold deposits lie within the Mana permit group located in Burkina Faso, West Africa. The property lies approximately 210 km west-southwest of Ouagadougou, the capital of Burkina Faso. The plant is centred on UTM coordinates 455,442m E and 1,325,534m N (WGS84 Zone 31 North).
The Mana operation is accessible by road from the capital city of Ouagadougou via 206 km on sealed road N1 to Ouahabou, then to Banou via a 32 km route on dirt road D29; then from Banou to Wona, a 24 km dirt road transiting through local villages of Kahin, Kan & Bana.
Access to the various parts of the concessions is provided by a network of roads and trails that were locally upgraded or built by Semafo BF (defined below). An approximate 15 km haul road has been constructed between the Mana mine and Siou deposit.
The climate of Burkina Faso is semi-arid, with a rainy season from May to September, and a hot dry season from February to April, with a mean annual rainfall of 736 mm. Access for exploration activities are limited during the rainy season.
Ownership
Mana's mineral rights comprise of one mining exploitation permit (the "Mana License"). The Mana License is held by Semafo Burkina Faso (“Semafo BF”). Endeavour, indirectly through its subsidiary Semafo (Barbados) Ltd., holds a 90% stake in Semafo BF. The remaining 10% interest in Semafo BF is held by the State of Burkina Faso. Pursuant to its mining convention with the State and local legislation, Endeavour is to pay the State of Burkina Faso a 3% to 5% royalty, on a sliding scale based on prevailing gold prices (i.e. all shipments with gold spot prices lower or equal to US$1,000 per ounce are subject to a royalty rate of 3%, a 4% rate is applied to all shipments with gold spot prices between US$1,000 and US$1,300 per ounce, and a 5% royalty rate is applied on all shipments with a gold spot price greater than US$1,300 per ounce). Mana corporate tax rate is 17.5%.
Following several extension procedures in 2013 and 2014 and one partial abandonment of perimeter in 2019, the Mana License went from an original area of 93.5 km² to a current perimeter of 76.88 km². The Mana License expires on March 19, 2027 and is renewable for consecutive five-year periods.
Endeavour holds nine contiguous exploration permits collectively known as the Mana permit group, covering approximately 1,262 km².
History
All but one of the permits forming the Mana Property were obtained by Mana Mineral SARL, an indirect subsidiary of Endeavour, directly from the government of Burkina Faso. No previous work was carried out in the area apart from minor artisanal mining. Exploration work by Mana Mineral SARL on the Mana property started
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in October 1997 and led to the initial discovery of the Nyafé, Filon 67 and Wona deposits. The latter was renamed Wona-Kona following the discovery of the Kona deposit in 2010. A formal feasibility study and environmental impact study were initiated in 2004. The results of the feasibility study were made public in August 2005 while the environmental impact study was completed in 2006.
A public hearing on environmental impact began in 2006. The Ministry of Environment of Burkina Faso approved the project and the mining permit for development of the Wona and Nyafé deposits was granted in February 2007.
Mill start-up took place on February 15, 2008 and the first doré bar was poured on March 31, 2008. Initial capacity was 2,000 t/d based on ball mill capacity. A few months later, the capacity was increased to 4,000 t/d. In 2010, a semi-autogenous grinding (SAG) mill was added to increase mill throughput to 6,000 t/d. Two additional carbon in leach tanks (CIL) were added in 2010 to optimize gold recovery. In February 2011, a fourth phase of plant expansion to attain up to 7,200 t/d in fresh ore and up to 8,000 t/d in blended fresh and oxide ore was launched.
The principal changes to the processing plant include the installation of a new pebble crusher into the grinding circuit, addition of two new generation units to the power plant, addition of an additional CIL tank, upgrade of the elution circuit and upgrading all services in the mill. The commissioning of the latest expansion (Phase 4) was completed in July 2012 and current plant capacity exceeds nameplate capacity.
Further exploration between 2010 and 2016 led to the discovery and delineation of five different mineralized zones, of which two, Siou and Fofina, have since contributed significantly to gold production. More recently, drilling has principally focused on evaluating the underground potential of the Siou deposit which subsequently commenced ore production in the first quarter of 2020.
Minor exploration was completed by Goldrush on the Pompoi permit, prior to the acquisition by SEMAFO, including a soil sampling program on the south part of the permit and 131m (five holes) of air core drilling to test two soil sample anomalies.
There are no historical mineral resource or reserve estimates on the property prepared prior to SEMAFO gaining the Mana permits.
Geology
The Mana district is located in the northern part of the Houndé greenstone belt. Five gold deposits, Wona-Kona, Nyafé, Fofina, Yaho and Siou, are hosted in different rock types. The lithostratigraphic succession is typical of greenstone belts and is characterized at the base by a major tholeiitic basaltic suite with some intercalations of argillic sedimentary rocks that are overlain by predominant pelagic and detrital sedimentary rocks (shale, sandstones, greywacke and volcanoclastics). The Mana district basalt unit has undergone submarine hydrothermal alteration with epidote, chlorite and local albite, and shows zones of strong silicification, some of which are anomalous in gold. The Paleoproterozoic formations are affected by polyphase deformation and greenschist facies metamorphism with amphibolite facies assemblages that locally occur as metamorphic aureoles around some later formed granitoids.
All deposits on the Mana property are characterized as typical West African, shear-hosted orogenic gold deposits. The major sulphides associated with the gold mineralization are pyrite and arsenopyrite. Free visible gold is encountered at the Wona-Kona and Siou deposits. Magnetite occurs as small millimetric prisms along schistosity planes in the walls of mineralized zones. The five major deposits of the Mana property are described below.
The Wona-Kona deposit is hosted in a series of deformed sedimentary, volcano-sedimentary and metavolcanic rocks. The gold mineralization has developed along a major northeast-southwest subvertical fault zone of regional extent. The shear zone is about 200m wide in the Wona-Kona pit sector. The original stratigraphic sequence is a succession of pelitic sediments with graphitic horizons and volcanoclastics. They have been affected by a pervasive schistosity associated with vertical movements along the fault (the east block rising with respect to the west one) as well as sinistral lateral movements. Those foliated rocks are cut by mafic to intermediate dykes. The mineralization appears to be associated with movement along the fault accompanied by hydrothermal fluid circulation and intense silicification.
The Nyafé and related Filon 67 deposits are hosted in a purely volcanic sequence of basalt and mafic tuffs. The original stratigraphic sequence is sub-horizontal and overturned, with pillow lava at the bottom, pillow breccias and finally massive lava at the top. Several subvertical decimetre scale dykes crosscut the volcanic sequence. The Filon 67 (F67) deposit, adjacent to Nyafé is composed of quartz veins associated to shear zones with dextral motion
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within a package of greenschist rocks. These composite veins show textures indicative of several successive phases of mineralization.
The Fofina deposit is divided into two sectors separated by a zone of volcaniclastic/mafic volcanic rocks. The western zones are located in a sheared sedimentary unit dipping moderately west and trending north-northeast. They are related to a rheological contact with a massive basalt unit to the east. The eastern zones are within the basaltic lavas and have similar characteristics to the Nyafé deposit.
The Yaho deposit is hosted in a wide north-striking and steeply west-dipping sandstone unit flanked by shales and siltstones to the west and basaltic flows to the east. The mineralization is associated with silicified and sericitized corridors within the sandstone which also contain increased amounts of sulphides, pyrite and arsenopyrite.
The Siou deposit is a typical shear-hosted quartz vein deposit. The two principal zones are the Siou and No. 9 zones. The Siou zone is hosted in a single quartz vein located within the Siou Granitic Intrusive, but near the contact with sandstones and shales to the west. The No. 9 zone is located at the contact between the sediments and the Siou Intrusive and generally consists of quartz veining and veinlets intruding the granitic intrusive. Both the Siou and No. 9 zones are north-striking and moderately east-dipping.
Exploration
Exploration work at Mana started in October 1997. Work in 1998-1999 led to the discovery of the Nyafé deposit (to the south of the mining permit). After acquiring the Fobiri permit in July of 1999, geochemical and geophysical (gradient induced polarization ("IP") or IP and magnetometric) prospecting on the Mana and Fobiri permits helped identify other anomalous zones, i.e. the 67 zone to the SE of Nyafe, the Maoula zone to the south and the Wona zone to the north. All those zones were elongated along the same NE-SW orientation as the Nyafé zone.
Detailed work on the Wona anomaly started in 2000-2001 confirmed the extension of the Wona structure over a 1,600m strike length with opening at both NE and SW extremities. Between 2002 and 2008, exploration activities focused on delineation and growth of the Wona-Kona deposit resource and reserves, to enable completion of feasibility studies.
Exploration drilling between 2009 and 2012 focused on Wona SW and Kona Zones and extending the mineralization trends vertically and laterally. Holes were also drilled to delineate mineralization at the Fofina, Fobiri, and Yaho deposits, and expanding understanding of the Maoula, Filon 67 and Nyafé deposits.
By 2012, eight separate deposits were recognized on the Mana property. The Wona open pit mine was in production over a strike length of 4.8 km which provided the bulk of the ore for processing. The Nyafé deposit represented a higher grade but thinner mineralized structure. The Filon67, Maoula, Fobiri and Fofina deposits represented thinner mineralized vein systems. The Yaho deposit, which represented a new geological context for mineralization on the Mana property, sediment hosted mineralization. And the higher grade Siou deposit which consisted of six sub-parallel shear zones dipping moderately to the east.
In 2013 and 2014, following the Siou discovery, exploration activity was dedicated to the east half of the property, especially proximal to the Siou Intrusive. This work has considerably added to the understanding of the eastern limit of the Houndé Belt.
In 2015, following the takeover of Orbis Gold, resource estimates were released for Nabanga and Natougou gold deposits, located in the east of the country. In 2016 and 2017 delineation drilling provided positive results from Yama, a recently discovered mineralized zone located 22 kilometers southwest of the Mana mill and hosted by the same structure hosting the Wona-Kona mineralization.
In 2018, an exploration budget of US$3.3 million contributed to the drilling of 24,022m of RC (177 holes), 5,270.80m of DD (17 holes), eight RC holes with DD tails (1,198m RC plus 2,406m DD) and 71,843m of auger (5,610 holes).
In 2019, an exploration budget of US$3.77 million contributed to the drilling of 19,197m of RC (158 holes) and 35,707m of auger (3,492 holes).
In 2020, Endeavour spent a total of US$3 million following the integration of Mana. During the full year, a total of 28,500m were drilled to follow up on resource expansion and targets identified by geological review. Drilling focused on the Kona open pit to evaluate the northeast extension of the Wona Kona Shear, the northeast extension of
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the Siou and Zone 9 shears. Further drilling was completed on the Bana permit to test geologic models for mineralization at the Kana and Kokoi West targets, where assay results are pending. Infill drilling at the southern end of the Siou underground was focused on the Inferred material and to evaluate the northeast continuations of oxide mineralization at both the Kona and Siou open pits.
Sampling and Data Verification
Drilling and survey procedures observed are to acceptable industry standards, appropriate to the deposits being drilled, and appropriate for mineral resource estimation.
All assays for the most recent exploration campaigns were done by ALS-Chemex Burkina SARL with 50g fire-assay analyses. Semafo BF’s on-site lab was used for sample preparation and analysis of RC and core drilling samples of the GC campaigns.
Semafo BF uses its on-site lab for sample preparation and analysis of Grade Control RC and core drilling samples. Semafo BF also uses ALS-Chemex in Ouagadougou for sample preparation and assaying of umpire RC and core drilling samples. The on-site lab does not have recognized accreditation but participates in international proficiency testing programs. ALS-Chemex Burkina SARL is a commercial laboratory independent of the Mana Mine.
In general, the results of the assays were within acceptable limits and deemed suitable for use in the mineral resource database. Any data deemed not to be suitable was removed from the database. All historical data has been assessed for accuracy and incorporated into the database and was found acceptable for use in geological and mineral resource evaluations.
The sampling and assaying are monitored through the implementation of a QA/QC program to ensure the reliability and trustworthiness of exploration data.
Sampling, logging procedures and QA/QC results were reviewed by Semafo BF’s QP and found to be appropriate and conducted to industry standards. Semafo BF considers that the sampling, analytical methods and security procedures are adequate for the purposes of the resource estimation of the deposits.
Mineral Resource and Mineral Reserve Estimate
Resource block models have been created for each individual deposit. Three-dimensional (3D) mineralized solids are first interpreted from drill hole data, limiting resources to the material inside those solids. All blocks interpolated below the surface topography through mine survey (as at December 31, 2020), makes up the mineral inventory at that date. Blocks are classified as Measured, Indicated or Inferred, based on their relative proximity to the drillhole composites and corresponding confidence level. Technical and economic factors are then applied to the geological resource model to perform open pit and underground stope optimizations. The gold cut-off grades were applied to these blocks to decide if the block should be processed as ore or treated as waste, and the economic ore blocks within the classification Measured and Indicated are reported as Mineral Reserve.
Drill hole exploration data is stored and managed using the Geobank, data management system from Micromine. Grade control data are stored and managed using the Fusion data management system from Datamine. Mineralized envelopes have been interpreted using Micromine software. Wireframes were generated using Leapfrog software. Resources were modelled using Studio RM, NPV Scheduler and MSO (Mineable Shape Optimizer) software packages from Datamine.
NPV scheduler from Datamine was used to perform the pit optimization and undertake the production scheduling. The gold price assumption for the Wona open pit was US$1,500/oz, whilst the underground reserve gold price assumption was US$1300/oz. The reason to use US$1500/oz gold price for Wona open pit, is that it has less than 18 months of operation and considering the current market gold price in excess of US$1,700/oz, the higher gold price for the asset with such short life is considered appropriate. Siou underground mine is currently in operation, and is planned to be mined into 2025, hence a lower price of US$1300/oz was considered appropriate for this increased duration of mining. An update to the previous pre-feasibility study (“PFS”) has been completed and has incorporated the underground mining reserves of Wona.
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Mining and Metallurgy and Mineral Processing
Two mining methods are employed at the Mana Mine, namely open pit and underground. Open pit mining will continue in 2021 in the Wona South pit, and underground mining at Siou. Following completion of the updated PFS, underground mining will be employed below the Wona open pit, in addition to the existing Siou underground mine.
Open Pit Mining
Open pit mine production at Mana averages approximately 5,000 t/d of ore (bedrock), and mining has been mainly active in the Wona and Siou pits prior to 2021.
To achieve optimal plant performance, open pit and underground ore is blended to a maximum of 7,000 t/d for processing in the mill.
The Siou open pit was exhausted in 2020, and open pit production will focus on the southern half of the Wona pit in 2021. Mining is carried out using a mix of ‘owner’ and ‘rental’ fleets. The equipment ranges from 120-250 t backhoe excavators, loading 90t rigid dump trucks. Drilling is currently carried out using the equipment (50% Endeavour owned, and the remainder is contracted).
The current stages of the open pit mining require waste stripping (Stage 3) for approximately eight months, to remove ~8Mt of waste before reaching ore. During this waste stripping, ore supply to the plant will be from the underground mining at Siou and the open pit mining of Wona South (Stage 2).
Two pit wall failures within the Wona pit (2018, and 2019), resulted in an external geotechnical review being conducted by Golder Associates. Golder Associates carried out a number of geotechnical studies at Wona and provided the geotechnical parameters for Wona Pit shell design (batter angle, batter height, berm width and IRA) for various geotechnical domains (Geotechnical Review of the Wona Pit Slope Stability, July, 2020). The Endeavour Group Manager for Geotechnical Engineering reviewed the geotechnical rock mass domains, Golder analysis and design, and provided the updated geotechnical design criteria (Geotechnical design Review of Wona Pit, October 2020). Major geotechnical domains at Wona Pit have been defined based on weathering and rock strength, comprising saprolite, saprock and fresh rock. The fresh rock lithological units include volcaniclastic mafics, greywacke and graphitic shale.
Nyafé satellite pit is not included in the reserve reported as at December 31, 2020, due to the refractory characteristics of the remaining ore, which cannot be processed with the existing plant configuration. Siou open pit has been depleted since it was reported in the YE 2019 Mineral Reserve. Yama satellite pit was also removed from the mineral reserve estimate due to non-starting of the permitting process. Fofina satellite pit was also removed from the YE 2020 Mineral Reserve estimate due to the content not being significant as there is only 4 koz located at 25 km from the plant.
Production drilling and blasting is carried out on 10m benches. Loading and hauling is carried out in four flitches each measuring 2.5 m. The highly weathered zone of oxide (clays and saprolite) and transitional zone with a density below 2.0 t/m3 are amenable to free digging. Emulsion is used in both wet and dry blasting for efficiency.
Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium term mine planning process. Grade control drilling is carried out by a drilling contractor and the samples are tested at on site laboratory. Around 5% of the mineralized material declared by site laboratory are tested at the external ALS lab. The grade control is based on 152mm diameter RC drilling on a pattern of 12.5m x 10 m. The holes are angled between 42 and 60 degrees from both hanging and footwall (sub vertical ore body) sides of the ore zones to provide a good intersection with the mineralized structures and provides for a 10m horizontal and 1.0m vertical sampling interval.
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Underground Mining at Siou
Longitudinal sublevel retreat and transverse open stope long-hole mining methods were selected for Siou underground due to the inclination of mineralized lenses and varying widths associated with wide stockwork ore zones. Cemented Rock Fill (CRF) is used to ensure safe ore recovery from secondary transverse stopes. Waste rock backfill will be used in secondary stopes in all levels other than sill levels (5070 and 4995). Large sill pillars have been left in the first horizon under 5070 level and of the second horizon under 4995 level. These will be extracted late in the mining sequence.
The mine design and planning was based on the Siou geological model results. Production ramp up to 2,000 t/d using AUMS as the contract miner was achieved in February 2020. In 2020, 7.7 km of lateral and 0.6 km of vertical development was completed, 10 km of grade control diamond drilling was realized and ventilation and escapeway networks were built while delivering 713.7 kt of ore at 4.5 g/t to the processing plant.
Golder Associates was retained to undertake the geotechnical and hydrogeological analysis of the underground project at Siou, including stope dimension, ground support and pillar dimension. The rock is classified as Good to Very Good for the four geological units present at Siou. Mining occurs in a very tight bedrock complex which produces insignificant water inflows into the workings. These inflows are typically associated with isolated quartz veins in the hanging wall and pink granites. Observations indicate that pore pressures in stopes and drives are reduced passively. Under steady state conditions a total water inflow of 700 m³/d is estimated for the underground mine.
Underground Mining at Wona
The mine design and planning were based on the Wona geological model. The Datamine Mineable Stope Optimizer (MSO) software applied a cut-off grade of 2.25 g/t gold to delineate and select mineable shapes for inclusion into the Mineral Reserve estimate.
Two underground long-hole mining methods will be used at Wona; longitudinal sublevel retreat and transverse open stoping. These methods were selected due to the inclination of mineralized lenses and width associated with wide stockwork ore zones. Longitudinal mining with Cemented rock fill (CRF) will be used when the orebody is narrow, where stope dimensions vary from 3.5 m to 15 m in width perpendicular to the strike of the orebody, with 15 m stope lengths along strike of the orebody and 25 m stope sublevel intervals. Each level will be backfilled prior to mining of the level above. The transverse stope dimensions vary from 15 – 30 m perpendicular to the strike of the orebody, with 15 m stope lengths along strike of the orebody and 25 m stope sublevel intervals. Primary stopes will be extracted first followed by secondary stopes once backfilling of the adjacent primary stopes are complete. It is noted that several lenses may be mined independently if there is a minimum 10 m waste pillar between them. If there is insufficient pillar material, they are either combined into a single stope, or only the economic portion is mined.
The geotechnical assessment undertaken by Golder Associates and included stope dimension, ground support and pillar dimensions. The minimum pillar dimension between orebody lenses is kept at 10 m. An external dilution of 0.5 m at the footwall side and 1 m to 2 m dilution at the hanging wall side was included. Mining recovery for the sill and crown pillars was estimated to be 75% and 50% respectively.
The Mana underground mineralization has been divided into three areas, South, Central and North. These areas will be accessed via three decline ramps developed from two portals, established on the Wona open pit footwall. The Wona underground will be developed in two phases.
Dewatering by wells located around the pit will still be required after surface mining has finished. These surface dewatering wells will assist in keeping the water table down and reduce the quantity of water to be pumped out from the underground mine. Additional waste rock will be hauled from surface back underground to sustain backfill operations as insufficient waste rock will be available from underground development.
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The ore production rate for Wona Underground is planned to ramp up to 4,000 tpd of combined development and production stoping ore, utilizing contract mining similar to the Siou Underground.
Processing
Gold from the Mana deposit is recovered by a metallurgical plant which was constructed in 2008. Between 2008 and 2020, the Mana plant processed a total of 29.8 Mt of ore coming from the Wona, Kona, Nyafé, Siou and Fofina pits at an average grade of 2.74 g/t Au and an overall recovery of 90.9% which produced 2.4 Moz of gold. The actual recovery results correlate well with the laboratory tests performed over the years for different ore types and for all mineralization types including oxides and sulphides.
The Mana plant processes oxide, transition and fresh ore with variable ore characteristics, gold grades and metallurgical treatment requirements. The primary ores are significantly more competent than the oxide ores. The flowsheet includes a single stage jaw crusher, two stage SAG/ball milling comminution circuit, pre-leach tanker, CIL circuit comprising eight tanks, Zadra elution circuit, electrowinning and gold smelting. Slurry tails from the CIL circuit are pumped to the tailings storage facility and supernatant water is recycled back to the mill.
In 2020, a total of 25.6 Mt ore and waste was mined, including 2.22 Mt of ore at an average gold grade of 3.28 g/t containing 234 koz from the pits and underground. A total of 2.43 Mt ore at an average grade of 3.02 g/t containing 236 koz gold was processed with an overall recovery rate of 93% producing 219 koz of gold.
Environmental, Permitting & Social
A comprehensive ESIA was completed in 2006.
Several environmental permits have been granted covering the mining and process plant, the Wona, Nyafé, Filon 67, Siou and Fosse and Fofina pits, and surface infrastructure.
Two resettlements have taken place in 2007 and 2014 respectively, with a total of 271 households relocated. In 2020, a range of programs to support impacted local communities have also been implemented, including a water reservoir, solar lighting, pig farming and poultry farming.
For the year ended December 31, 2020, the Mana Mine contributed US$3.6 million to the government-mandated Local Development Mining Fund, which requires a contribution of 1% of revenue.
Infrastructure
Due to the remote location of the Mana site, power is provided by a diesel-fueled generation station located adjacent to the process plant.
An on-site bulk fuel storage facility is located close to the power plant and provides diesel for power generation, mine trucks, light vehicles and users at the process plant. Fuel is provided by TOTAL.
Operational water demand is met from tailings storage facility decant, pit dewatering (including precipitation in the pit area), surface runoff and site groundwater which is collected in raw water dams and ponds around the site. The total plant water demand is between 2.6 and 2.9 Mm³/y. The surface water collection network consists of five collection basins located north and south of the treatment plant with a nominal holding capacity of 600,000 m³.
Potable water for the Mana site is supplied from underground wells.
A TSF with a storage capacity of 41 Mm³ of tailings generated by the ore processing operations is required for the life of the project at a rate of 2.7 Mt/y. Tailings are discharged to the facility via a 5 km pipeline. The supernatant water is recycled to the plant. Ten control wells around the TSF monitor groundwater quality and fluctuations in the water table. The TSF embankments are raised annually alternating between the east and west cells, with a total area of approximately 130 ha. The tailings are deposited alternately in the cells to accelerate consolidation
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and evaporation. The Mana TSF was initially designed as an upstream lift however, the current lift is center line lift to increase the safety factor. The last audit was conducted in March 2020 by BBA. No items of material concern were noted. Starting in 2021 Knight Piésold will be conducting annual audits. A TSF raise is currently underway and will be completed by July 2021.
Costs
| 2020 Cash Operating Costs | |
|---|---|
| Item | Unit Cost (US$)1 |
| Mining Costs | |
| - OP | 2.97 /t mined |
| - UG | 56.06 /t mined |
| Processing & Maintenance Costs | 21.66 /t milled |
| On Site General Administration Costs | 7.48/t milled |
(1) Endeavour acquired SEMAFO on July 1, 2020. The cash operating costs shown represent the period following the acquisition by Endeavour from July 1, 2020 to December 31, 2020.
Production, Exploration and Development
In 2020, Mana produced 219koz at an AISC of US$973/oz (pro forma for the year).
In 2021, Mana is expected to produce 170koz-190koz at an AISC of US$975-US$1,050/oz.
An exploration program of up to US$8.0 million is planned for 2021, comprised of 44,000m of drilling, to focus on mine lease targets including Kona, Siou and Maoula and proximal mine lease targets including Fofina Sud.
Sabodala-Massawa Mine, Senegal
Unless otherwise stated, the information that follows relating to the Sabodala-Massawa Mine is derived from, and in some instances is an extract from, the technical report titled "Sabodala-Massawa Project Pre-feasibility Study, National Instrument 43-101 Technical Report", dated August 21, 2020 (the "SAB-MAS Report"). Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Readers should consult the full text of the SAB-MAS Report which is available under the Teranga's profile on SEDAR at www.sedar.com. For greater certainty, the SAB-MAS Report is not and shall not be deemed to be incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the SAB-MAS Report has been updated under the supervision of, or reviewed, in the case of resources, by Patti Nakai-Lajoie, P.Geo, Vice President Mine Geology and Grade Control at Endeavour, and in the case of mining and reserves, by Stephen Ling, P.Eng. Director, Integrated Strategy and Asset Performance at Endeavour, each of whom is a "Qualified Person" under NI 43-101.
Location
The Sabodala-Massawa Mine is located approximately 650 km east-southeast of the capital of Senegal, Dakar, and 96 km north of the town of Kedougou. Access to the property from Dakar is by sealed road, Highway N1, to the regional centre of Tambacounda and then via a good all-weather sealed road, Highway N7, 230 km southeast to Kedougou, connecting with 96 km of sealed and laterite-surfaced roads. The Sabodala-Massawa Mine is located at 13°4'51"N latitude and 12°4'6"W longitude.
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Ownership
The Sabodala-Massawa Mine consists of two mining liences – the Sabodala exploitation permit (“Sabodala Mining License”) and the Massawa exploitation permit (“Massawa License”). The Sabodala Mining Licence is held by Sabodala Gold Operations SA (“SGO”) while the Massawa License is held by Massawa SA (“Massawa”). Endeavour, indirectly through its subsidiaries, holds a 90% stake in each of SGO and Massawa with the State of Sénégal holding the remaining interest. Pursuant to its mining convention with the State, for each license, Endeavour is to pay the State of Sénégal a 5% royalty on gold production.
The Sabodala processing facility is located on the Sabodala Mining Licence, whereas the deposits that will be processed over the mine life are located across the two License areas. The Sabodala Mining License covers an area of 291.2km² and is renewable for one or several periods of not more than 10 years each until the depletion of the deposit subject to the condition that Endeavour has satisfied in all material respects its legal and regulatory obligations as set out in the Sabodala Mining Convention. The initial 10-year period would have expired on April 30, 2017, however the signing of the amended and restated Sabodala Mining Convention on April 7, 2015 with the government of Senegal extended the term to January 2025. The Sabodala Mining License will remain renewable for successive five-year terms thereafter based on anticipated mine life and ongoing regulatory compliance.
Related to Sabodala are two exploration permits held 100% by Sabodala Mining Company Sarl (“SMC”), an indirect subsidiary of Endeavour - the Bransan and Sounkounkou exploration permits covering 337.3km² and 291.7km² respectively and valid for four years from April 20, 2018 and renewable twice for three years each time. The Sounkounkou and Bransan exploration permits are located either adjacent to, or in close proximity to the Sabodala Mining License. The Sounkounkou exploration permit is held 100% by SMC. The Bransan exploration permit comprises of Lot A, Lot B and Lot C. The Bransan Lot A permit is held 70% by SMC and a 30% ownership right is assigned to Senegal Nominees Limited. The Bransan Lot B and Lot C permits are held 100% by SMC.
The Massawa License is contiguous with the Sabodala Lot-A mining concession and covers an area of 320.2km². The Massawa License is valid for 20 years from February 21, 2020 and may be renewed for periods of five years at a time. Related to Massawa is the Kanoumba exploration permit which extends to the southwest of the Massawa Mining License and covers 286km². It is valid for four years from February 25, 2020 and renewable twice for three years each time. The Kanoumba exploration permit is held 100% by Endeavour through its subsidiary Massawa (Jersey) Limited.
History
Sabodala
The Sabodala deposit was discovered by BRGM in 1961. Subsequently, from 1961 to 1998, BRGM, a Soviet-Senegal joint venture, a Société Minière de Sabodala/Page Mining Ltd. joint venture, and Eximcor-Afrique SA conducted exploration programs including geological mapping, geochemical sampling, metallurgical studies and limited exploitation.
In 2004, the government of Senegal announced that the Sabodala area was available for international open tender and Mineral Deposits Limited (“MDL”), an Australian-based publicly traded mining company, submitted a competitive bid on the Sabodala Gold project. The Sabodala Gold project was awarded to MDL. The Sabodala Mining Convention was executed on March 23, 2005 and exploration drilling commenced on June 29, 2005. Subsequently, a supplementary deed to the Sabodala Mining Convention was executed on January 23, 2007. On May 2, 2007, MDL received mining concession status for the Sabodala Gold project by decree of the president of Senegal.
Construction and development of the Sabodala Mine and plant occurred throughout 2008 with full commissioning occurring in early 2009, with first gold poured in March 2009.
On November 23, 2010, Teranga completed the acquisition of the Sabodala Mine and the Regional Land Package by way of a restructuring and demerger from MDL.
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Massawa
From December 1996 to January 2000, AngloGold Ashanti Limited conducted regional geochemistry, sampling and mapping, airborne surveying, and drilling over selected targets.
Randgold discovered the Massawa gold deposit in early 2004 utilizing soil surveying methods. The ground was selected based on a mineralised structure that was interpreted from Landsat imagery to extend south from the Sabodala gold deposit and Niamia Permit in the north. A total of eleven targets were identified, among which seven were ranked as a priority for detailed work.
Other than the regional soil geochemistry from AngloGold Ashanti, all of the work at Sofia was completed by Randgold over several years of exploration. Delya was discovered in early 2004 by a regional soil survey.
On March 4, 2020, Teranga acquired a 90% interest in Massawa from a wholly-owned subsidiary of Barrick Gold Corporation and its joint venture partner, Compagnie Sénégalaise de Transports Transatlantiques Afrique de l'Ouest SA (CSTTAO) with the Government of Senegal holding the remaining 10% interest in Massawa.
Geology
The Sabodala and Massawa Mining Licenses and exploration permits straddle two major divisions of the Kedougou-Kenieba inlier: the volcanic-dominated Mako Supergroup to the west, and the sediment-dominated Diale-Dalema Supergroup to the east. The Mako Supergroup consists mainly of tholeiitic basalts and andesitic lavas (massive and pillowed flows) with minor komatiitic units interbedded with volcanoclastic sediments (pyroclastic banded tuffs and agglomerates), quartzite and chert as well as ultramafics, dolerites, and gabbros. The Diale and Dalema Supergroup are characterized by folded sandstones and siltstones interbedded with calc-alkaline ash and lapilli tuffs that are more pelitic and siliceous in the Diale Supergroup and more calcareous in the Dalema Supergroup.
The Mako and Diale-Dalema supracrustal sequences are intruded by a series of variably deformed granitoid intrusions that range in age from 2,160 Ma to 2,000 Ma. These include the Karkadian Batholith, which bounds the Mako Belt to the west, and several major large stocks in the central Mako Belt in the project areas. Northeast trending intermediate to felsic and later, post-tectonic mafic dykes are present throughout the region, the latter forming prominent linear magnetic features. Felsic and intermediate composition dykes are often spatially associated with shear zones hosting gold mineralization, and locally are host to significant gold mineralization themselves.
Birimian rocks of the Kedougou-Kenieba inlier show a polycyclic deformation and metamorphic history. The first phase of deformation was compressive followed by a later transcurrent movement and deformation. Major crustal shear zones regionally bound, and influence the overall north-northeast lithologic grain in the region. These include a north-northeast trending shear zone which is interpreted to form a boundary between the Mako and Diale-Dalema groups which is termed the Senegal-Tombo Shear Zone or Main Transcurrent Shear Zone (MTZ). The MTZ hosts the Massawa and Delya deposits.
Exploration
On the Sabodala Mining License and Exploration Permit in 1961, BRGM conducted initial exploration work on the Sabodala property which resulted in the discovery of the Sabodala deposit. From 1971 to 1994, subsequent follow up drilling was undertaken to further delineate mineralization by BRGM and various joint venture partners. In October 2005, Worley Parsons GPX conducted an airborne survey on 100m line spacing, acquiring magnetic, radiometric and digital terrain data covering the Near Mine, Faleme, and 60% of the Dembala Berola exploration projects. In 2007, Fugro Airborne Surveys (Pty) Limited flew an aeromagnetic and radiometric survey over eastern Senegal, on 250m spaced lines on a 135-degree azimuth, at a survey height of 80m. This survey provided coverage over the remaining parts of the exploration permits. A dipole-dipole IP survey was completed over the mine lease during 2008. Since 2008, cathedral termite mound sampling was adopted as the preferred regional geochemical
sampling medium, in conjunction with soil and rock chip sampling. Regional and prospect scale mapping was also undertaken on all exploration project areas and the Sabodala Mining License.
Initial exploration work on the OJVG exploration permit commenced in 2005 by Oromin with its OJVG partners. Ongoing expansion and exploration drilling programs continued to expand the resource base which was reported in a PFS in 2009, an updated PFS in 2010 and a FS in 2010. Exploration from 2010 to 2011 consisted largely of infill and step-out resource expansion drilling with some trenching. The 2012 exploration program consisted of prospecting, mapping, and manual trenching in underexplored areas of the mine license, which generated new prospective targets. As of 2013, OJVG had successfully advanced a total of fourteen deposits to the stage of resource estimation, and identified a significant number of gold-in-soil geochemical anomalies. Since 2014 exploration consisting of soil sampling, mapping, trenching and drilling, focused on 20 targets within the regional exploration permits and 19 targets on the combined Sabodala Mining License area.
On the Sabodala Mining License, no exploration was undertaken during 2018. Exploration activities during 2019 focused on sterilization drilling at both the Maki Medina deposit as well as at the Goumbati West – Kobokoto deposit. The Maki Medina sterilization included the completion of 17 RC drill holes totaling 612 metres. In addition, a detailed gridded soil program and excavator-trenching program was undertaken to the south and east of the Goumbati West – Kobokoto deposit based on a structural interpretation that the Goumbati West – Kobokoto deposit southern extension may have been structurally offset in an eastward direction. In 2019, a detailed in-pit and near-pit drilling program was also conducted in and around the defined resource area of the Goumbati West – Kobokoto deposit comprising 81 holes, totaling 2,623 metres of RC drilling. The resource definition program at Goumbati West – Kobokoto was completed early in 2020 with the drilling of an additional 39 RC holes totaling 2,640m. No additional exploration work was undertaken within the Sabodala Mining License in 2020. No exploration activities were undertaken on the Sabodala regional exploration permits in 2019 or 2020.
On the Massawa Mining License and Exploration Permit from December 1996 to January 2000, AngloGold Ashanti Limited conducted regional exploration programs on the Massawa property. In 2004, Randgold conducted soil sampling programs over the property, which returned anomalous results over the Massawa Central and North Zones, Sofia, Delya and Bambaraya prospects. The Tina prospect was identified in 2007. Exploration continued through to 2018 with additional soil and rock chip sampling, trenching, mapping and drilling to further delineate previous positive results.
Prior to Teranga’s acquisition of the Massawa property, Barrick and Randgold had drilled 6,512 diamond core, RC, and RAB drill holes totalling 545,643m within the current property boundary.
On the Sabodala-Massawa Licenses and Exploration Permits over 36,000m were drilled in 2020 with activity planned to ramp up significantly in 2021, specifically on the Massawa deposits, which represents Endeavour’s largest single project exploration spend.
Sampling and Data Verification
One sample is taken for each one metre interval drilled by reverse circulation and for each two metre interval drilled by RAB. Jones riffle splitters are used at the drill site to obtain a representative sub-sample. Drill core sampling intervals are defined, then cut in half with a diamond saw along the core length. Half core is sampled over approximate one metre lengths or based on lithology intervals.
All samples are placed into sample bags with assigned sample numbers, then closed, sealed, and inserted into larger rice bags that are securely sealed. Samples that are sent for assay to the on-site SGS laboratory are securely transported by company trucks. Samples that are sent for assay to off-site laboratories are inserted into large metal drums that are securely sealed, then transported off-site by contract transport trucks to Dakar and either by land transport or air freight to off-site laboratories. Sample intervals that are not assayed remain in storage at the mine site or exploration camps.
Sabodala samples were sent for gold analysis to the on-site laboratory operated by SGS Minerals as its primary laboratory for atomic absorption analyses. ALS Chemex in Johannesburg, South Africa was used as the
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primary fire assay laboratory for check assaying. Massawa North Zone and satellite deposit samples were assayed at the on-site laboratory at the Loulo mine in Mali, operated by SGS Minerals, for fire assay. Massawa Central Zone samples were assayed at SGS Ouagadougou in Burkina Faso by LeachWELL analysis. Sofia samples were analysed at the SGS Loulo laboratory or SGS Bamako laboratory, also located in Mali. All laboratories are certified.
In addition to the standard internal laboratory quality control measures employed, a blind QA/QC program was established at both Sabodala and Massawa, consisting of geological standards, blanks, and duplicate samples inserted into the sample stream at regular intervals. Results indicate no evidence of contamination, reasonable to good correlation between original and duplicate samples and no significant issues with specific sample batches or long-term biases.
Standard operating procedures for sample preparation, analyses, and security, have been established, which are appropriate for gold mineralization and which follow industry standards.
Independent and internal reviews of procedures and data involving general knowledge and practices, laboratory facilities, sample preparation, analysis and security and QA/QC procedures; drilling programs including standard operating procedures, collar and downhole surveys, logging and sampling; geological interpretation, assay verification, density determinations and data management. Standard industry practices were followed, with no significant discrepancies identified during the reviews. The resource database is considered to be valid and acceptable for use in mineral resource estimates.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
Mineral resources for the Sabodala-Massawa Mine are estimated for 25 gold deposits and prospects located on the Sabodala and Massawa Mining Licenses, and the Bransan exploration permit.
Wireframe models were generated from logged drill hole data for topography, oxide, mineralization and significant lithology for use as hard boundaries for bulk density determinations and mineral resource estimation. All wireframe modeling was completed using Vulcan, Micromine or Leapfrog. Block modeling was completed using Vulcan, Surpac or GEMS software. Classical statistics for raw gold assays were analyzed for modeled mineralized zones to determine appropriate gold grade capping levels. Capping levels were applied either to assays prior to compositing, or to one-metre composites generated from one-metre assays, to limit the influence of high grade outliers for all deposits. Run-length composites were generated inside mineralization wireframes. Gold assay results reported below the detection limit were assigned half the detection limit. For most mineralization wireframes, non-logged and unsampled intervals were assigned a grade of $0.0\mathrm{g / t}$ Au prior to compositing.
Block gold grades were estimated using the Ordinary Kriging, Inverse Distance Squared, Inverse Distance Cubed or Nearest Neighbour estimation method. Except for the Nearest Neighbour method, blocks were estimated using multiple estimation passes using increasingly larger search distances, either based on variograms or visual estimates of grade and geological continuity.
CIM definitions were followed for mineral resource classification. Resource classification is primarily based on drill hole spacing and continuity of grade. In addition, qualitative criteria were used to outline areas of measured, indicated, and inferred mineral resources. Resource classification wireframes were created on section to ensure that only areas, which could be considered as continuous, were classified together.
For reporting of open pit mineral resources, open pit shells were produced for each of the resource models using Whittle open pit optimization software using the Lerchs-Grossman algorithm. Only classified blocks greater than or equal to the open pit cut-off grades and within the open pit shells were reported. This is in compliance with the CIM (2014) resource definition requirement of "reasonable prospects for eventual economic extraction".
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For reporting of underground mineral resources, only classified blocks greater than or equal to the underground cut-off grade outside of the open pit shells were reported. This complies with CIM resource definition requirements. In addition, Deswik Stope Optimizer software was used to generate wireframe models to constrain blocks satisfying minimum size and continuity criteria, which were used for reporting Sabodala underground mineral resources.
The QP for the mineral resource estimates is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, or political issues that would materially affect the mineral resource estimates.
The mineral reserve estimate is as of December 31, 2020. The proven and probable mineral reserves for the deposits are based on only that part of the measured and indicated mineral resources that falls within the designed final pit limits.
Open pit Mineral Reserves cut-off grades range from 0.37 g/t to 0.55 g/t Au for oxide, 0.43 g/t to 0.67 g/t Au for fresh rock and 1.24 g/t to 1.26 g/t Au for refractory ore, based on a US$1,300/oz gold price. Underground Mineral Reserve cut-off grades range from 2.3 g/t to 2.6 g/t Au based on a US$1,200/oz gold price.
Dilution and ore loss parameters were applied to each of the resource block models before undertaking open pit optimization work using the Whittle Pit Optimization software. Current pit surfaces and new cut-off grades were used in the dilution comparison.
Xstract Mining Consultants of Australia (“Xstract”) has been providing geotechnical expertise and advice for the Sabodala mine, and has developed the appropriate geotechnical model for all the deposits. Annual site visits (and additional inspections when necessary) provide continuous assessment in order to update issues of ground conditions and pit slopes. Xstract provides guidance for operating risks and outlines mitigation plans for the appropriate operating methods and parameters for the entire Sabodala operations.
Pit optimization runs were completed using Whittle software based on the Lerchs-Grossman (LG) algorithm for pit optimization. The pit designs were completed using the Vulcan open pit design software. Pit optimization parameters such as mining cost, processing cost, and cut-off grades are applied differently for the various pits because of the variable pit haulage distances from the Sabodala processing plant, oxide and fresh material balance and mining dilution.
Mining and Ore Processing
Production began from the Sabodala open pit in March 2009. Subsequently, Masato, Gora and Golouma open pits were added to the production portfolio. Mining at Massawa’s Sofia deposit started in July 2020 after the completion of the haul road to Sabodala plant and is the primary ore source for 2021. The mining is conventional truck and shovel and is conducted with Endeavour-owned fleet.
The production, drilling and blasting operations are carried out on 5m or 10m benches, defined by selectivity requirements. There is a relatively lower percentage of highly weathered zone (oxides) that can be freely dug, so the majority of the material moved is via drilling and blasting operations. Emulsion is used in both wet and dry blasting for efficiency.
Endeavour contracts the supply of explosives and blasting accessories to an approved explosives supplier, who in addition, provides mixing equipment and technical blasting advice when needed.
Grade control drilling is carried out by a combined owner and contractor drilling fleet and the samples are tested in the onsite laboratory. Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium term mine planning process.
The Sabodala processing plant was expanded in late 2012 to a design capacity of approximately 3.6 Mtpa (fresh ore) or 4.0 Mtpa with a mix of fresh and oxidized ore. In mid-2015, a mill optimization project was initiated and commissioned in Q3 2016. As a result, annual throughput rates for the plant increased to 4.2 Mtpa – 4.4 Mtpa.
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The plant comprises facilities for crushing, grinding, CIL cyanidation, and tailings disposal. Gold recovery facilities include acid washing, carbon stripping and electro winning, followed by bullion smelting and carbon regeneration.
In the PFS for Sabodala-Massawa Project, the refractory ore treatment (“ROT”) process plant is designed based on a projected plant throughput of 1.2 million tonnes of refractory ore per year, and an average gold head grade of 6.04 g/t, with an expected gold recovery of 88.3%.
In H2 2020 the plant commenced feeding the Massawa ore to the mill and this is planned to continue until mid-2028. The Massawa ore is fed in two phases, with the first phase, started in 2020, being whole ore leach (“WOL”) material. The phase one packages consist of the addition of an electrowinning cell, regeneration kiln, additional acid wash and elution circuit, leach tanks, conversion of leach tank to CIL, and the installation of a gravity circuit). Once the ROT plant is commissioned, phase two consists of feeding both ROT and WOL material concurrently.
In 2020, a total of 40.0Mt ore and waste was mined, including 5.3Mt of ore at an average gold grade of 1.87g/t containing 317.7koz. A total of 4.1Mt ore at an average grade of 1.94g/t containing 256koz gold was processed with an overall recovery rate of 89% producing 227koz gold.
Environmental, Permitting & Social
Several environmental studies were conducted over the past 12 years. An ESIA was completed for the Sabodala Mine in 2008. During 2020 work continued on the integration of Massawa, including alignment of environmental management systems, and preparation for an ESIA is expected to be completed in 2021. An ESIA was completed for Massawa in 2019. Currently, a combined ESIA for Sabodala-Massawa is underway and is expected to be completed by the end of 2021 with the related environmental permit anticipated in Q1 2022.
Several environmental permits have been granted covering the process plant, mining and surface infrastructure.
Construction of the new resettlement of the Sabodala village is underway in order to ensure access to the Niakafiri deposit and expected to be completed in early 2022.
A range of programs to support impacted local communities have also been implemented. In 2020, these included a market garden project, rehabilitation of Sabodala’s water supply system, poultry farming and development of community orchards.
Infrastructure
The Sabodala Mining License infrastructure includes several open pits, a processing plant, a run of mine (“ROM”) pad, and a tailings storage facility (“TSF”).
Sabodala provides for the majority of its own infrastructure needs. Power is generated at the site using six Wartsila 6MW low speed, heavy fuel oil generators (total installed capacity of 36MW), with fuel supply from Vivo Energy Senegal for HFO and diesel. Water supply to service the processing plant and mine comprises three surface water storage dams from local catchment areas. There are sufficient waste disposal areas and tailings storage areas.
The Sabodala operations currently operate with one TSF (“TSF1”), however, a second tailings storage facility (“TSF2”) has been designed and permitted for future construction as and when needed. Due to integration of the Massawa deposits into the LOM, the construction timing and potential optimization of the TSF2 design is currently in progress. The last audit of TSF1 was completed in May 2019 by Land & Marine Geological Services Pty Ltd (L&MGSPL). No points of material concern were noted in its report. Independent audits for the TSF infrastructure are planned on an annual basis going forward.
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Costs
| 2020 Cash Operating Costs^{1} | |
|---|---|
| Item | Unit Cost (US$) |
| Mining Costs | 2.92/t mined |
| Processing & Maintenance Costs | 10.47/t milled |
| On Site General Administration Costs | 6.81/t milled |
(1) Costs are based on Teranga’s Q3 2020 MD&A
Production, Exploration and Development
Under Teranga, Sabodala-Massawa produced 229koz ounces of gold in 2020 at an AISC of circa US$885/oz. Following the start of commercial production at Massawa on September 1, 2020, high-grade Massawa ore was prioritized for processing through the Sabodala mill, resulting in a record 79koz of gold produced in Q4 2020.
In 2021, Sabodala-Massawa is expected to produce 310koz-330koz at an AISC of US$690-US$740/oz.
On the Sabodala-Massawa Licenses and Exploration Permits in 2021, a US$13 million exploration program is planned to define new resources on near-mine targets at Sabodala-Massawa, including CZ, Sofia, Samina, Tina and Niakafiri, and to evaluate the potential of other near-mine and regional exploration targets. Drilling will be concentrated on the Sofia North deposit and the satellite deposits Samina, Tina and Delya. At Sofia North, drilling will be directed towards extending the non-refractory ore resources. Samina, Tina and Delya have had limited shallow drilling to date and show potential for additional mineralization at depth. Initial drill results at Samina demonstrate possible oxide mineralization at depth, which will be tested during 2021. Tina is a target where some reconnaissance drilling has been conducted. A number of other prospects, located within the structural corridor between the Sabodala Sofia Shear Zone and the Main Transcurrent Shear Zone, will also be explored.
Wahgnion Mine, Burkina Faso
Unless otherwise stated, the information that follows relating to the Wahgnion Mine is derived from, and in some instances is an extract from the technical report titled “Technical Report on the Wahgnion Gold Operations, Burkina Faso”. The amended Wahgnion Technical Report was filed on July 31, 2019, with resource and reserve estimates compliant with the CIM Definition Standards and NI 43-101. Portions of the following information are based on assumptions, qualifications and procedures, which are not fully described herein. Readers should consult the full text of the Wahgnion Report which is available under the Teranga’s profile on SEDAR at www.sedar.com. For greater certainty, the Wahgnion Report is not and shall not be deemed to be incorporated by reference in this Prospectus.
Unless otherwise indicated, technical information disclosed herein since the release of the Wahgnion Report has been updated under the supervision of, or reviewed, in the case of resources, by Patti Nakai-Lajoie, P.Geo., Vice President Mine Geology and Grade Control at Endeavour, and in the case of mining and reserves, by Stephen Ling, P.Eng. Director, Integrated Strategy and Asset Performance at Endeavour, each of whom is a “Qualified Person” under NI 43-101.
Location
The Wahgnion Mine is located in the southwestern corner of Burkina Faso and bound by the Côte d’Ivoire border to the south and the Mali border to the west. It consists of a contiguous block totaling approximately 102,236 ha comprising a mining license and five exploration permits located in Léraba Province, southwestern Burkina Faso, approximately 510 km southwest of the capital city of Ouagadougou. It is accessible by driving southwest along the Route Nationale (N1) from the capital of Ouagadougou to the town of Bobo-Dioulasso, then towards the southwest
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along paved secondary road (N2) to the town of Banfora, a distance of approximately 440 km. From Banfora to the site via the town of Sindou, a distance of approximately 75 km, the road is paved and well maintained, and an unpaved but well-maintained road exists from Sindou to the Wahgnion Mine.
Ownership
Wahgnion’s mining rights comprise of a mining license and five exploration permits. The mining license covers an area of 89 km² (the “Wahgnion Mining License”) within which a CIL processing plant has been constructed. A regional exploration package is within trucking distance of the process plant. The Wahgnion Mining License is 90% owned through Endeavour’s Burkinabe subsidiary, Wahgnion Gold Operations SA (“WGO”) (Burkina Faso government owns the remaining 10%).
All five of the current exploration permits are 100% held by Endeavour indirectly through its Burkinabe subsidiary, Gryphon Minerals Burkina Faso SARL. The current exploration licenses cover an area over 900 km². The exploration permits and the Wahgnion Mining License are located in a major gold district.
A graduated royalty scheme exists in Burkina Faso under which gold spot prices lower or equal to US$1,000 per ounce are subject to royalty fees of 3%, a 4% royalty rate applies for spot prices between US$1,000 and US$1,300 per ounce and a 5% royalty rate for spot prices greater than US$1,300. Repatriated dividends are subject to a 6.25% withholding tax.
History
Much of the current Wahgnion Mine area was held by Western Mining Corporation Ltd (“WMC”) from 1996 to 1999. Initial wide spaced vertical RAB drilling by WMC encountered significant mineralization at the Nogbele and Fourkoura deposits. Resolute (West Africa) Ltd (“Resolute”) and Sanembaore held the property from 1999 to 2005 and completed geological mapping, soil sampling, RAB, and reverse circulation (RC) drilling (Resolute) and geological mapping and rock chip sampling (Sanembaore). Sanembaore joint ventured the property with Gryphon between 2005 and 2007.
In 2007, Gryphon acquired Sanembaore’s interest in the property and initiated a comprehensive exploration program consisting of geological mapping at various scales, remote sensing, soil and stream sediment sampling, trenching, airborne geophysical surveying, ground geophysical surveying and auger, air core, RAB, RC, and diamond drilling on a number of targets. Between 2011 and 2015, Gryphon completed mineral resource estimates and resource updates on the Nogbele, Fourkoura, and Samavogo zones. In 2013, Gryphon completed a feasibility study based on an open pit mining scenario and a 2.0 Mtpa CIL processing plant. An updated feasibility study examining the potential for reduced capital through the construction of a 2.0 Mtpa heap leach processing option was completed in 2014.
Previous ownership of the Wahgnion Gold project is as follows:
- 1995 - 1999: Western Mining Corporation Ltd
- 1999 - 2000: Resolute (West Africa) Ltd
- 2004 - 2005: Sanembaore
- 2005 - 2007: Gryphon /Sanembaore (joint venture)
- 2007 - 2016: Gryphon (90%) (with 1% NSR)
- 2016 - February 10, 2021: Teranga (90% with 1% NSR)
- February 10, 2021 – current: Endeavour (90% with 1% NSR)
Geology
The Wahgnion Mine is located in the southwest corner of Burkina Faso within the Paleoproterozoic Birimian Senoufo Belt. The Senoufo Belt trends north-northeast and comprises mainly basaltic and andesitic volcanic rocks, lesser sedimentary rocks, and numerous gabbroic to granitic sub-volcanic plutons.
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The oldest greenstone rocks in southwestern Burkina Faso, and in much of the Birimian Belt, are tholeiitic to calc-alkaline volcanic rocks, which are predominantly extrusive volcanic units that are geochemically similar to rocks from present day volcanic island arc environments. Birimian sedimentary basins are abundant across the whole Baoulé-Mossi domain and are thought to unconformably overlie the older greenstone basement rocks.
Voluminous granitic and gneissic rocks surround the greenstone belts and are, in general, tonalites or granodiorites with a trondhjemitic affinity. More potassic, often biotite-bearing granitic rocks were intruded later which in places have evolved to more alkaline syenitic rocks. Early Proterozoic rocks within the concession area, are interpreted to be tholeiitic to calc-alkaline basalts, andesites, and volcaniclastic sediments. These units include pillow basalts, bomb agglomerates, and associated extrusive volcanic and occasional basaltic flows. These rocks probably correlate with the basal sequences in the adjacent Banfora, Houndé, and Boromo greenstone belts. Predominantly mafic, volcano-sedimentary packages dominate the younger parts of the local stratigraphy. Metamorphic conditions appear to have peaked at greenschist facies with occasional amphibolite facies rocks outcropping in contact aureoles around some of the intrusive rocks.
Mineralization at Wahgnion is structurally controlled and is widely associated with hematite, iron carbonate, sericite, pyrite and locally, with albitic alteration. Higher gold grades are commonly associated with stylolitic laminated quartz veins or pyrite veinlets. Coarse-grained gold is found in fractures within pyrite veins or in quartz-carbonate vein selvages. Mineralization is predominantly of a lode-style gold type, associated with discrete structures. The mineralization is interpreted to have formed from the same mineralizing system, with variations in style reflecting the difference in local lithological and structural settings.
Exploration
Soil geochemical data covering southwestern Burkina Faso generated by the Bureau des Mines et de la Géologie du Burkina, United Nations Development programme, and BHP, was acquired by Western Mining Corporation Ltd. in the 1990s, and used to target prospective areas for follow-up. WMC held much of the current Property area during the 1996-1999 period, conducting a 250m line spacing aeromagnetic survey (flown by Geoterrex in 1997), geological mapping, soil sampling, and first-pass Rotary Air Blast (RAB) drilling (196 holes for 5,014m). All of the WMC drill holes were vertical and ranged from 4m to 54m depth (average 26m). Four prospects were drilled, Nogbele, Fourkoura, Fambefesso, and Kassangara, with significant gold mineralization encountered at Nogbele and Fourkoura. WMC withdrew from its African projects in the late 1990s and divested the Property to Resolute (West Africa) Ltd (Resolute) in 1999.
Resolute completed soil sampling, detailed geological mapping, and RAB drilling (91 holes for 3,855m) at the Nogbele, Fourkoura, and Woulafasso prospects. Several significant gold intercepts were encountered, however, Resolute became financially strained and withdrew in early 2000. Sanembaore continued exploration including detailed geological mapping (1:1,000, 1:5,000, and 1:20,000) and rock chip sampling within the Nianka and Nogbele permits until 2005 when a joint venture was initiated with Gryphon. Soil sampling covered much of the central part of the Property on a 300m by 500m grid, and locally down to 200m by 100m and 100m by 50m sample spacing over several prospects including Nogbele, Fourkoura, Woulafasso, Fambefesso, Kassangara, Bavigue, and Ouhirambougou.
In 2007, the Gryphon/Sanembaore joint venture was terminated, Gryphon assumed sole control of the Property, and completed exploration in four phases: regional soil geochemistry, district scale geological mapping, and rock chip sampling; reconnaissance RAB and air core drilling; broad spaced reverse circulation and diamond core drilling to determine approximate gold grade and lode geometry; and infill reverse circulation and diamond drilling to support a mineral resource estimate.
From 2007 to 2015, Gryphon excavated trenches to follow up anomalous soil results over a number of target areas. Trenches were dug both manually and mechanically to a depth of up to three metres. In addition, a total of 25,778 soil samples were taken from across the property area, including 3,933 samples taken from the mining lease. Soil samples were taken on 100m by 20m to 400m by 200m spaced grids. Samples were sieved to -2mm fraction to remove vegetation and rock fragments, then analyzed by bulk leach extractable gold analysis (BLEG).
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From 2010 to 2011, Gryphon contracted airborne magnetic, radiometric and electromagnetic (VTEM) surveys over the property, with follow-up ground magnetic and gravity surveys from 2012 to 2014. From 2011 to 2012, a regional stream sediment sampling program was undertaken across the entire property, with samples taken at a density of one sample per $5\mathrm{km}^2$. Samples weighing $600\mathrm{g}$ each were analyzed by BLEG as well as analysis of a suite of minor elements by inductively coupled plasma optical emission spectroscopy (ICP-OES) following digestion by aqua regia, resulting in identification of anomalous areas. Prior to 2011, resource definition drilling began on all four deposits, Nogbele, Fourkoura, Stinger, and Samavogo, at a nominal $100\mathrm{m}$ by $100\mathrm{m}$ drill hole spacing, with some localized infill.
In 2017, the primary drilling activity at the Wahgnion Gold mining license was focused on infill drilling at the four deposits comprising the mineral resources and mineral reserves: Fourkoura, Stinger, Nogbele, and Samavogo. The objective was to increase drill hole density and upgrade the existing Inferred Resources located adjacent to the reserve pits. Infill drilling identified additional mineralized zones, extensions of existing mineralization along strike and linking of individual mineralized zones. A total of 72,921 metres were completed in 1,666 holes, of which 64,518 metres were drilled in 1,581 reverse circulation holes, and 8,403 metres were drilled in 85 diamond core holes.
Exploration activities on the regional exploration permits consisted of prospecting, auger and RAB drilling and limited reverse circulation and diamond core drilling at a number of early-stage exploration prospects including, Hillside, Kafina West, Raul, Ouahiri, Petite Colline and Konatvogo. Favourable results from each of these early-stage prospects as well as additional prospects within the regional exploration permits will be followed up in subsequent exploration programs.
In 2018, exploration activities were scaled back to enable a focus on project development activities. Target data compilation was initiated, however, field activities were minimal and no new drilling was undertaken. In 2019, exploration activities continued at a reduced level, however, target data compilation and detailed interpretation was initiated with the purpose of designing exploration activities at various priority exploration targets for future implementation.
Exploration activities resumed at the Wahgnion Mining License during the last half of 2020 with drilling programs targeting resource expansion at the Fourkoura deposit as well as delineating potential mineral resources at the Konotvogo and Dagano prospects. A total of 104 reverse circulation and diamond core holes totaling 11,943 metres were completed. In addition, sterilization drilling was undertaken on waste dump areas, with 92 reverse circulation holes totaling 3,525 metres completed. Soil sampling was conducted at detailed grids at Danano and Muddhi prospects. In addition, 37 holes totaling 4,762 metres were drilled and a detailed soil grid-sampling program was completed at the Banagoro South prospect on the regional land package.
Sampling and Data Verification
Core and RC samples are commonly taken at one-metre intervals. According to the current procedures, the core sample intervals are not stopped at the boundaries between different material and rock types. All samples are immediately removed from the field upon drilling and core is marked up in the core shed in a secure facility located at the exploration camp. Drill core sampling intervals are defined then cut in half with a diamond saw along the core length. Samples are bagged with assigned sample numbers, then closed, sealed, and inserted into larger rice bags that are securely sealed, and transported from site by the assay laboratory trucks to the BIGS Global Laboratory in Ouagadougou. Unsampled core, RC chip trays, and remaining RC material are stored at the exploration camp.
Upon receipt at the commercial laboratory, the samples are registered and weighed, dried, weighed again, and then crushed to $6\mathrm{mm}$. After crushing the RC samples are quartered and reduced in a Rocklabs splitter. The core samples are not reduced. Samples are then pulverized to $70~{\mu\mathrm{m}}$ to $75~{\mu\mathrm{m}}$. A $200\mathrm{g}$ sample is then sent for analysis and the remainder of the pulp was stored.
The fire assay method is then used, consisting of the following steps:
- Weighing out of a $50\mathrm{g}$ charge of the sample
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Blending the charge with flux
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Smelting of the blend in crucibles producing a lead alloy
- Refining of the lead alloy
- Cupellation (oxidation) of the refined lead alloy
- Weighing of the produced doré bead on the fire assay balance
- Digestion of the doré bead, initially with nitric acid to dissolve silver
- Addition of aqua regia, to dissolve the gold
- Atomic absorption spectrometer (AAS) to determine gold and silver
The BIGS Global AAS instrument is a VARIAN Spectra AA 55B which is routinely calibrated. The laboratory commonly processes 800 to 900 samples per day, including internal duplicate samples used by the laboratory for internal checks. Analytical results are kept on hard copies in the laboratory and electronic versions are emailed to Endeavour.
In addition to the standard internal laboratory quality control measure employed, a blind QA/QC program is followed, consisting of geological standards, blanks, and duplicate samples inserted into the sample stream at regular intervals. The sampling, sample preparation, and analytical procedures and QA/QC program are appropriate for gold mineralization and follow industry standards.
Independent and internal reviews of drill hole data, logging, drilling and sampling procedures, geological interpretation, density determinations and results of independent check samples were completed, with no significant discrepancies identified. The resource database is considered to be valid and acceptable for use in Mineral Resource estimates.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
Mineral resources include four main gold deposits: Nogbele, Foukoura, Samavogo and Stinger. Each deposit was modeled separately, except Nogbele which was separated into Nogbele North and Nogbele South.
Wireframe models were generated from logged drill hole data for topography, oxide, mineralization and significant lithology for use as hard boundaries for bulk density determinations and mineral resource estimation. All wireframe modeling was completed using Leapfrog Geo version 4.2 software. Block modeling was completed using Vulcan or Micromine software. Classical statistics for raw gold assays were analyzed for modeled mineralized zones to determine appropriate gold grade capping levels. Capping levels were applied to assays prior to compositing to limit the influence of high-grade outliers for all deposits. Run-length composites were generated inside mineralization wireframes. Gold assay results reported below the detection limit were assigned half the detection limit. Non-logged and unsampled intervals were assigned a grade of 0.0 g/t Au prior to compositing.
Block gold grades were estimated using the Ordinary Kriging or Inverse Distance Cubed (ID3) estimation method. Search strategies were chosen based on variography, trend analysis results, and the understanding of the mineralization. Blocks were estimated using multiple estimation passes using increasingly larger search distances, either based on variograms or visual estimates of grade and geological continuity.
CIM definitions were followed for mineral resource classification. The basis for the classification is a distance based scheme using the relative confidence expressed by the range of the variograms, distance to nearest neighbour, and apparent continuity of mineralization. In addition, qualitative criteria were used to outline areas of measured, indicated, and inferred mineral resources. Resource classification wireframes were created on section to ensure that only areas, which could be considered as continuous, were classified together.
For reporting of open pit mineral resources, open pit shells were produced for each of the resource models using Whittle open pit optimization software using the Lerchs-Grossman algorithm. Only classified blocks greater
than or equal to the open pit cut-off grades and within the open pit shells were reported. This is in compliance with the CIM (2014) resource definition requirement of “reasonable prospects for eventual economic extraction”.
The QP for the mineral resource estimates is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, or political issues that would materially affect the mineral resource estimates.
A conventional open pit mining method is used at WGO with several pits of varying sizes. The Wahgnion Mine consists of four main regions; Nogbele, Fourkoura, Stinger, and Samavogo. Gold mineralization occurs in the laterite, saprolite, transition, and primary weathering horizons. Laterite and saprolite are assumed to be free digging material, whereas transition and primary material will be mined via drill and blast cycles. Mining operations will occur year round and will be owner operated.
The mineral reserve estimate relies on the mineral resource estimate prepared has an effective date of December 31, 2020. Mineral Reserve cut-off grades range from 0.40 g/t to 0.48 g/t Au for oxide and 0.49 g/t to 0.69 g/t Au for fresh rock based on a US$1,300/oz gold price.
Dilution and ore loss parameters were applied to each of the resource block models before undertaking open pit optimization work using the Whittle Pit Optimization software. Current pit surfaces and new cut-off grades were used in the dilution comparison.
Detailed pit designs were completed using pit slope recommendations from Xstract Mining Consultants Pty Ltd. (Xstract).
Pit optimization runs were completed using Whittle software based on the Lerchs-Grossman (LG) algorithm for pit optimization. The pit designs were completed using the Vulcan open pit design software. Pit optimization parameters such as mining cost, processing cost, and cut-off grades are applied differently for the various pits because of the variable pit haulage distances from the processing plant, material type, oxide and fresh material balance and mining dilution.
Mining and Ore Processing
The Wahgnion Mine is a conventional open pit mine, with several pits of varying sizes. The operations consist of five main regions: Nogbele North, Nogbele South, Fourkoura, Stinger, and Samavogo. Gold mineralization occurs in the laterite, saprolite, transition, and primary weathering horizons. Laterite and saprolite are assumed to be free digging material, whereas transition and primary material will be mined via drill and blast cycles.
Mining is by way of conventional open pit mining techniques using drill and blast as required with material movement by hydraulic excavators and trucks. The mine scale suits 90 tonne class excavators in a backhoe configuration matched to 50 tonne payload class mining haul trucks and 40 tonne payload articulated haul trucks. An extensive RC drill program is conducted to supplement the production blast hole sampling as part of the grade control strategy. WGO own and operate a significant portion of the mining fleet, which has been supplemented by contractor mining utilizing SFTP for the satellite deposits, commencing with Foukoura. Due to the nature of the mineralisation, there are multiple small pits which require careful planning and consideration for aspects such as sequencing (of pits), staging (of cutbacks), waste dump location and potential for backfilling of depleted pits.
The process plant is located adjacent to the Nogbele deposit, which contains approximately 50% of the mineral reserves. The Fourkoura, Stinger, and Samavogo deposits are located six km, 15 km, and 25 km, respectively, from the process plant and the haul trucks selected have the ability to haul ore directly to the process plant. The plant was completed during the third quarter 2019 and commercial production was declared on November 1, 2019.
The process plant design is based on a conventional CIL gold process flowsheet consisting of primary crushing, semi-SAG and ball milling, with a pebble crusher, CIL gold extraction, elution, electrowinning, and gold smelting to produce doré on site. Throughput was designed to range between 2.2 Mtpa and 2.5 Mtpa, depending on the blend of soft and hard ore, however, throughput rates during 2019 and 2020 were materially higher than nameplate.
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The average predicted plant gold recovery is 92%, with soft (oxide) material recoveries from some zones reaching as high as 95%. To date, actual recoveries have been running marginally higher than the predicted rates.
The ore characteristics are variable with the primary ores typically more competent than the oxide ores. The plant design allows treatment of both ores by adjusting various parameters within the SAG and ball milling operation.
The process plant design incorporates the following unit process operations:
- Single stage primary crushing with a single toggle jaw crusher to produce a crushed product size of 80% passing (P80) ranging from 100 mm to 140 mm, based on differing weathering types.
- A crushed ore stockpile with a live nominal capacity of 2,000 t.
- SAG and ball milling in closed circuit with a pebble crusher and hydrocyclones (SABC) to produce a P80 grind size of 106 µm.
- Leach and CIL circuit incorporating eight stages with one stage of leaching without carbon and seven stages with carbon for gold adsorption.
- Split Anglo-American Research Laboratory (SAARL) elution circuit, electrowinning, and gold smelting to recover gold from the loaded carbon to produce doré.
- Carbon reactivation utilizing a rotary kiln.
- Tailings thickening to recover and recycle process water and precious metal values from the CIL tailings.
- Tailings pumping to the TSF.
In 2020, during its first full year of commercial production, Wahgnion, produced 175koz of gold. The plant continues to outperform, processing approximately 25% more material than its original designed capacity.
In 2020, a total of 26Mt ore and waste was mined, 3.8Mt of ore at an average gold grade of 1.53g/t containing 187.4koz was moved from the pits. A total of 3.6Mt ore at an average grade of 1.59g/t containing 185koz gold was processed with an overall recovery rate of 95%.
Environmental, Permitting & Social
ESIA studies were completed in 2014 and 2019. An environmental permit has been granted covering the process plant, mining and surface infrastructure.
Village resettlements are ongoing in order to ensure access to satellite pits which are in trucking proximity to the processing plant. At the end of 2020, nearly 60% of households had settled into new housing. The resettlements are progressing on schedule and budget.
A range of programs to support impacted local communities have also been implemented. In 2020, these included drinking water boreholes, donations to community sports and cultural events and rehabilitation of a school.
For the year ended December 31, 2020, the Wahgnion Mine contributed US$2.75 million to the government-mandated Local Development Mining Fund, which requires a contribution of 1% of revenue. The Local Mining Development Fund is not yet operational and is awaiting government action.
Infrastructure
Wahgnion Mine has a fuel supply contract with TOTAL. There is an onsite fuel storage facility (fuel farm) which stores HFO and diesel for the power plant, mine trucks, light vehicles and other users at the process plant.
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Tailings are stored in a conventional paddock style TSF, located east of the processing plant. The final TSF design comprises a two-cell paddock facility consisting of a zoned, downstream constructed embankment. The original facility is designed to store the LOM tailings, with capacity to contain all supernatant and runoff from wet rainfall events up to a 100-year average recurrence Interval (ARI) storm event. Only one of the two paddocks was constructed for commencement of operations, which is currently undergoing a downstream raise. Early works on the second paddock started in January 2021 and full construction is expected to commence in H1 2021. Independent audits for the TSF infrastructure are planned to be completed on an annual basis. The last audit was completed in December 2020 (virtual audit due to pandemic restrictions) by Land & Marine Geological Services Pty Ltd (L&MGSPL). No items of material concern were noted.
The principal water storage facility is the already mined out Nangolo pit and the water harvest dam (WHD) located between the permanent accommodation village and the processing plant. Water is collected and pumped back to the plant to supply make-up water for processing and to supply primary water requirements (i.e., potable water usage and dust suppression). Priority is for recycled water to be recovered from the TSF decant facility with minimal use of collected water in the WHD or Nangolo pit. Wahgnion has access to abundant water with numerous surface drainages including major rivers containing flow all year round. The groundwater table ranges from surface during rainy season to approximately 20m below surface during dry season. There is a sufficiency of surface rights and water.
Site-wide electrical power requirements for infrastructure, mining, and processing is sourced from an on-site heavy fuel oil (HFO) fueled power station. This facility has a total generation capacity of 24.6MW and is comprised of six MAK8 medium-speed running on HFO and three Caterpillar high-speed backup gensets running on diesel. Emergency power from a standby 300 kVA diesel powered generator is provided in the process plant.
Costs
2020 Cash Operating Costs
| Item | Unit Cost (US$) |
|---|---|
| Mining Costs | 2.40/t mined |
| Processing & Maintenance Costs | 9.86/t milled |
| On Site General Administration Costs | 6.01/t milled |
(1) Costs are based on Teranga’s Q3 2020 MD&A
Production, Exploration and Development
In 2020, under Teranga, Wahgnion Mine achieved production of 175 koz. In 2021, Wahgnion is expected to produce 140 koz - 155 koz at an AISC of US$940 - US$990/oz for the 11 months of ownership under Endeavour and 150 koz - 160 koz for the full year.
The 2021 exploration program, with a budget of US$12 million, will focus on the Nogbele, Nogbele North and Nogbele South deposits, targeting the down dip continuation of mineralized structures between the Nogbele pits. Additionally, the north-northeast continuation of the Fourkoura deposit and the Hillside target will be tested for extensions. On the exploration permits, efforts will be focused on various attractive targets such as Kafina West and Korindougou.
Fetekro Project, Côte d'Ivoire
The following summary sets forth information concerning Endeavour’s Fetekro Project, which is not considered to be a material property to Endeavour. All references in this summary to Fetekro and Lafigué are to the Fetekro Project.
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Location
The Fetekro Project area is located in the northern part of Côte d'Ivoire in the Valley of Bandama, 550km north of Abidjan. It is located 90km northeast of the town of Bouake and 45km northeast of the town of Katiola. The permit is centered on 08° 14' 51" north latitude and 04° 40' 12" west longitude. The Project is located in the prefecture of Dabakala. The Project site is accessible via paved road from Abidjan, passing through the capital Yamoussoukro, Bouake and Katiola, then via sealed regional highway B412, which traverses in an east / west direction approximately 15 km to the north of the Project site. Finally, a gravel road of about 15km connects Boniérédougou to the small village of Lafigué whose name has been attributed to the nearby main prospect.
Ownership
The exploration permit PR57 was attributed to SODEMI, the State-owned mining company, on February 3, 1993 by Decree No. 2000-561 for a three-year period. The initial area was 2,600km². A first two-year renewal, through the 044/MRMP/DMG decree, was granted on May 28, 1996. On this occasion, the permit area was decreased to 1,300km². The second renewal, No. 054/MRMP/DM dated July 23, 1999, extended the validity period for another two years and reduced the surface area to 614km². An exceptional renewal (014/MME/DM) for three years was then granted on April 30, 2001 to SODEMI for a perimeter reduced to 307km².
Due to the political crises which started in September 2002, the exploration work was halted for seven years. In 2013, a new exploration permit PR329 was attributed to SODEMI on a similar perimeter to the former PR57 by Decree No. 2013-410 on June 6, 2013 with an area of 335.5km². The first renewal (for three years) happened by Arrêté No. 090/MIM/DGMG on July 11, 2017. The second renewal by Arrêté No. 0008/MMG/DGMG on January 13, 2020 extended the validity period for another three years and will expire on June 6, 2022. The Project sits on exploration permit PR 329 which covers an area of 249.8km².
LMCI, a wholly owned indirect subsidiary of Endeavour, has been the operator of the Fetekro permit since 2014.
On December 18, 2020, the PR329 permit was transferred from SODEMI to LMCI by Arrêté N° 00174/MMG/DGMG. As announced on December 21, 2020, Endeavour increased its stake in the Fetekro Project. Under the terms of the agreement, once the mining permit is granted, Endeavour will be entitled to an 80% stake in the Fetekro Project, compared to 65% currently, while SODEMI and the State of Côte d'Ivoire will each have a 10% stake. Endeavour will retain full ownership of the Fetekro exploration license until it is converted into a mining license. An application for the mining license was submitted by LMCI on February 2, 2021 and the license is expected to be issued in 2021.
History
The first geological mapping campaign and exploration started in 1935 (BUMIFORM). In 1962, the BRGM and the SODEMI did some more work on this area, to see if any gold or bauxite ore bodies could be found. At the same time, geophysical airborne surveys were undertaken (1965-1968: BRGM / Canadian Aero Mineral Surveys Ltd. and 1973-1976: CIDA / Côte d'Ivoire / Kenting Ltd).
In 1996, an exploration, development and operating agreement (the "Exploration Agreement") was entered into by SODEMI, the title holder, and GENCOR (through its Ivoirian company GATRO-CI) relating to the Fetekro Project. According to the Exploration Agreement, the exploration campaigns were done by GENCOR through its Ivoirian company (GATRO-CI) and SODEMI/BRGM/La Source. GATRO-CI identified four main targets including Lafigué. A first preliminary polygonal mineral estimation for internal use was done by GATRO-CI in February 1998. No top cut was applied. GATRO-CI found 1,595Mt at 2.87g/t Au in the overburden and in the oxidized zone.
A new estimation was done in 2003 where 3.7 Mt at 2.43g/t Au in oxide and sulfide zone were calculated. The historical mineral resource estimates above were not reported publicly and within any regulatory environment. The estimates were for internal use. In 1999, the Compagnie Minière Or (COMINOR) took over la Source participation and the GATRO-CI contractual commitments under the Exploration Agreement.
In 2000, COMINOR was transferred to Compagnie Générale des Matières Atomiques (COGEMA) which was subsumed into La Mancha Group in 2006, via a reverse takeover of La Mancha by Compagnie Française de Mines et Métaux (CFMM), a wholly owned subsidiary of AREVA group. In 2013 AREVA sold its gold assets in Côte d'Ivoire to a private fund.
In 2014, LMCI was incorporated in Côte d'Ivoire as a 100% subsidiary of COMINOR and took over the exploration activities of COMINOR managed at that stage by its Ivoirian branch, COMINOR CI, including COMINOR contractual commitments under the Exploration Agreement.
Since 2014, exploration at the Fetekro Project has been carried out under the supervision of technically qualified personnel applying standard industry approaches. All data acquired meets or exceeds industry standards and all exploration work has been carried out, or supervised, by technical personnel of LMCI. Consultants and contractors have been engaged by LMCI for various activities including geological expertise, drilling and assaying.
LMCI became an indirect subsidiary of Endeavour in November 2015. It is held 100% by Ity Holdings.
Recently, pursuant to a sale of exploration permit agreement, PR 329 was transferred from SODEMI to LMCI by order Ministerial order N° 00174/MMG/DGMG dated December 18, 2020.
Geology
The Fetekro Project is in the northern part of the Oume-Fetekro Birimian greenstone belt (lower Proterozoic), which extends over a 300km long N-S corridor that is 20km wide. The greenstone belt is formed by a sheared volcano-sedimentary succession affected by a green schist facies metamorphism and surrounded by granodioritic intrusions. Known gold deposits such as Bonikro and Agbaou are hosted within the same belt.
The Lafigué deposit is a shear-zone hosted gold mineralization, sitting on the eastern side of the Fetekro permit and extends over an area that is 2.2km long and 1km wide. The geology is mostly composed of mafic rocks, namely metagabbros/metanorites and metabasalts. A felsic intrusive (granodiorite or tonalite) occurs in the western part of the prospect and several felsic dykes possibly related to the principal body have been observed in various areas. Regional schistosity varies in strike from north to south to N70° with gentle to intermediate/steep dips to the east and south (25°-65°).
The deposit is formed by a series of stacked mineralized lenses associated with a brittle-ductile shear zone slightly dipping to the SSE. Gold occurs mostly as free electrum within quartz-tourmaline-pyrrhotite-chlorite veins and veinlets.
Exploration
At regional scale geochemical stream sediment sampling and soil sampling programs and airborne geophysics (magnetics) were completed by BUMIFORM than BRGM, the French geological survey institute, in several phases from the 1935s up to the 1970s.
In 1996, GATRO-CI did classical stream sediment then soil geochemical sampling, pits, trenching and limited drilling (14 DD holes for 1,446m and 37 RC for 1,549m). Four main targets were identified, included Lafigué.
In 1999, COMINOR started an extension exploration program of Fétékro to find new resources to replace Angovia's production after its depletion.
In 2002, COMINOR realized 1,803m of RAB drilling, 1,281m of RC drilling and 461m of DD drilling, showing that mineralisation is not continuous between Lafigué Center and Lafigué North; and that felsic dykes play a role in mineralisation control.
Field works were put on standby from 2002 to 2010 because of civil war.
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In 2010, COMINOR drilled 11 RC holes for 1,109m of and four DD holes for 396m to check the mineralisation extension downdip on the centre area.
In 2014, LMCI drilled 23 DD holes (1,864m) and 54 RC holes (4,634m) to get structural data and to check extension on the north area of Lafigué prospect. In 2015, LMCI did a lidar survey.
Exploration resumed in March 2017, following the full reinterpretation of the historical data. Drilling mainly focused on the highly prospective Lafigué target where a large mineralized vein system was defined over an area that is 2.5km long and 0.6km wide.
An intensive evaluation program began in early 2017 with nearly 86,000m drilled in the property during 2017-2019 period. Drilling included 54 DD holes (8,677m), 527 RC holes (66,679m), and 35 RC-DD holes (10,466m).
In addition, about 20 prospects mainly spread around the Lafigué deposit and on the western part of the permit were identified by gold in-soil campaign (6,844 samples) and VTEM aerial survey. In March 2017, Endeavour began intensive exploration on the Fetekro property following a strategic assessment of its exploration tenements which ranked the property as a priority target. A VTEM geophysical survey was done in 2017, which helped to better define the structural context of the permit. From 2017 to the end of 2019, 8,677m DD (54 holes), 71,319m RC (549 holes) and 11,467m RCDD (38 holes) were drilled. The majority of drilling to-date has focused on the Lafigué target.
In October 2018, maiden resources were published showing Indicated Resources of 6.8 Mt at 2.25g/t Au for 494koz and Inferred Resources of 3.0Mt at 2.25g/t Au for 225koz.
An updated resource was published on September 3, 2019 showing Indicated Resources of 14.6 Mt at 2.54g/t Au for 1,190koz and Inferred Resources of 0.9Mt at 2.17g/t Au for 60koz. Shortly after this updated Mineral Resource Estimate, Endeavour started a Preliminary Economic Assessment (PEA). The results of this PEA were positive, and a news release was issued on the PEA results on August 18, 2020. The news release showed an Indicated Resources of 32.0 Mt at 2.40g/t Au for 2,471koz and Inferred Resources of 0.8 Mt at 2.52g/t Au for 66koz.
In 2019, LMCI conducted a regional soil geochemical survey on the central part of the permit, which was underexplored, and a detailed soil geochemical survey on anomalies >50 Au ppb previously highlighted on the western part of the permit. A total of 3,469 soil samples were taken and five new targets were defined on well-structured soil anomalies several hundred meters long and probably corresponding to N10° to N25° shear zones.
The 2020 drilling program at Fetekro was primarily dedicated to convert the south extensions discovered in 2019 into Indicated Resources for the Prefeasibility Study. An exploration program was also conducted to test the down dip extensions on the western part of the orebody. Some holes have also been drilled for HPGR tests and hydrological purposes.
In 2020, 329 holes were drilled for a total of 80,584 m; 291 holes were drilled for infill drilling (35,693m RC and 35,671m RC-DD), 28 holes for nearby deposits exploration (2,921m RC and 5,045m RC-DD), and 10 holes for the PFS studies (108m RC, 412m DD and 734m Hydrology). The campaign was conducted in two phases: Phase 1 led to the estimation of 2.54Moz Indicated and Inferred resources and Phase 2 was dedicated to PFS hydrology and metallurgical drilling and nearby deposit exploration. The exploration program confirmed the down-dip extensions of the mineralization on the southwestern part of the orebody (Lafigué Centre and Sud).
A PFS was completed in February 2021, and a News Release detailing its findings was published on February 23, 2021.
Sampling and Data Verification
Only limited sample preparation was done on-site, and this pertains mainly to the cutting of core samples and the splitting of percussion drilling chips with riffle-splitters. All crushing and sample pulverization were completed by independent commercial laboratories following standard industry practice. The samples of the most recent campaigns were submitted to Bureau Veritas Mineral Laboratory Côte d'Ivoire in Abidjan for gold analyses using the
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fire-assay method with an atomic-absorption finish (50gr). An auditable chain of custody was established for the sample handling, data reporting and database capture.
A comprehensive QA/QC program was established throughout the drilling campaigns. Appropriate standards, coarse blanks and field duplicates were inserted into the assay stream at regular intervals. The results of the controls were monitored on a regular basis, before assays were entered into the master assay databases. In addition, selected samples were submitted to umpire laboratories. The laboratory returned very good results for the certified reference materials and blanks. The current quality systems in place at Fetekro to monitor the precision and accuracy of the sampling and assaying are adequate and the laboratory returned acceptable results for use in resource estimation.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
The Fetekro Lafigué resource model was updated in July 2020 based on the updated exploration drilling. A total of 26 mineralized zones were defined from the current drilling data and geologic interpretations across Lafigué South, Center, and North areas. The gold assays from the drill holes were composited to 1.0m intervals within the mineralized wireframes and capped from 15g/t to 30g/t Au. Spatial analysis of the gold distribution within the mineralized zone using variograms indicated a good continuity of the grades along strike and down dip of the mineralized zones.
Density was measured in 2282 core samples within the various rock types then averaged within the model by the weathered zones. The laterite density is 2.0 tonnes per cubic meter, thesaprolite density is 1.80 tonnes per cubic meter, the transition is 2.4 tonnes per cubic meter, and the fresh rock is 2.80 tonnes per cubic meter.
The gold grade was estimated using ordinary kriging constrained within the mineralized domains. The grade was estimated in multiple passes to define the higher confidence areas and extend the grade to the interpreted mineralized zone extents.
The grade estimation was validated with visual analysis and comparison with the drilling data on sections and with swath plots comparing the block grades with the composites.
The mineralized domains were classified into indicated and inferred resource classifications, depending on the sample spacing, number samples, confidence in mineralized zone continuity, and geostatistical analysis. The indicated classification was generally applied to blocks within the mineralized zoned defined by a minimum of seven samples from at least three drill holes with a 50-meter search. The inferred classification is defined by a minimum of three samples within a 75-meter search from two drill holes.
The resource was constrained by a US$1,500 pit shell and 0.50g/t cut-off. The Whittle pit shell optimization assumed a base mining cost of US$2.50 per tonne, US$2.75 per tonne for oxide ore, US$3.25 per tonne for transition ore and US$3.75 per tonne for fresh rock ore, mining recovery of 95%, mining dilution of 10%, overall pit slope of 40°, recovery of 96% of the gold in the oxide, 95% in the transition and 94% in the fresh, and processing and G&A cost of US$19.85 per tonne for the oxide and US$21.17 per tonne in the transition and fresh.
Following the completion of the PFS in January 2021, a maiden mineral reserve estimate has been completed for the Fetekro Project, showing 32.0Mt at 2.1 g/t Au for 2,1 Moz of Probable reserves assuming US$1,500/oz gold price. For the reserve estimation, cutoff grades applied were 0.4g/t for oxide material, 0.5g/t for transitional and 0.6g/t of gold for the fresh material. Reserves were estimated based on a G&A cost of US$5.47/t ore and processing costs were estimated as US$9.20/t for oxide, US$10.90/t for transition and US$12.70/t for fresh ore. The average processing recoveries were estimated as 96% for oxide and 94.6% for transition and fresh ore.
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Mining and Process Plant
Based on the PFS results, the mining method will be conventional open pit mining including drilling, blasting, loading and hauling. It is anticipated that all the mining activities will be contracted to local or international mining services providers.
Ore mined will be hauled to the ROM pad and stockpiles. Waste mined from the pit will be hauled to the waste dumps and other projects requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
The Fetekro Metallurgical tests included a total of 40 Lafigué variability samples and 14 comminution composite samples representative of the ore resource.
The metallurgical Variability Testwork focused on gravity gold recovery with cyanidation of the gravity tail. Gold recoveries were high from all facies with between 30 and 60% gravity gold recovery and overall gold extractions above 95%.
The comminution tests focussed on the determination of the abrasion index, and bond rod and ball work index. The purpose of the test programme was to determine the ore physical characteristics to allow modelling of the grinding energy required for size reduction to facilitate a crushing and milling circuit design appropriate for the plant throughput and feed type.
Based on the PFS design, the processing plant at Fetekro will consist of a Carbon-In-Pulp (CIP) plant with a nameplate capacity of 3.0Mt per annum with a Primary and Secondary crushing, followed by a HPGR and Ball milling circuit to produce an 80% passing 75-micron grind size.
Ground fresh ore is fed to continuous centrifugal gravity concentrators to recover free gold to a low mass gravity concentrate. This gravity concentrate is processed through an intensive Cyanide leach reactor followed by electrowinning to recover the gold.
Classifying cyclone overflow is thickened and fed into a standard Leach-CIP circuit, with CIP tails passing into a thickener to recover process water before being pumped to the TSF.
Production, Exploration and Development
Based on the PEA results from August 2020, a PFS was launched in Q3-2020 on the updated mineral resource estimate showing 2.5Moz of Indicated resources. The PFS was completed in February 2021 and the results show that future operation could have a life of mine of about 10yrs, with an average production in excess of 200koz/yr for the first eight years. Applying a long-term gold price of US$1,500/oz on a flat line basis from the commencement of production, the pre-tax NPV 5% is US$663 million and the pre-tax IRR is 38%. The life of mine average all-in sustaining cost is US$838/oz. A 43-101 Report will be published before the end of Q1 2021. The H1 2021 drilling program will focus on the PFS requirements (sterilization, geotechnical & hydrogeological program) and work to increase the Inferred and Indicated Resources at Lafigué.
Kalana Project, Mali
The following summary sets forth information concerning Endeavour's Kalana Project, which is not considered to be a material property to Endeavour.
Location
The Kalana Project is located in the Sikasso Region of southwest Mali, approximately 250 km south of the capital Bamako near the border with Guinea in West Africa and covers a surface area of 387.4 km². Access to the project area from Bamako is via the RN7 and RN8 sealed highways for approximately 240 km, and a sealed spur road for the last 10 km. The main deposit, Kalana, is located near the centre of the northern part of the project area and is
within one kilometre of Kalana town. The satellite deposit of Kalanako is located three kilometres northeast of Kalana deposit. The Project also includes two historical tailing storage facilities (TSFS) containing residual gold.
Ownership
The Kalana Project comprises of one exploitation permit (the "Kalana Permit") registered to, Endeavour's indirect subsidiary, Société des Mines d'Or de Kalana ("SOMIKA") and two permits held by Endeavour. The Kalana Permit is an exploitation and exploration permit that was derived from legislation passed to enable the Soviet Union-aided state company La Société de Gestion et d'Exploration des Mines d'Or et de Kalana ("SOGEMORK") to develop the Kalana Mine in the late 1960's.
The exploitation permit granted to SOGEMORK was transferred to Ashanti Gold Fields Company Limited ("Ashanti") on November 30, 1995; in April 2003, it was transferred to Avnel Gold Mining Limited ("Avnel") with the tenement simultaneously reinstated for a new term of 30 years. SOMIKA was formed on July 23, 2003 and the permit transferred by Avnel to SOMIKA; SOMIKA is owned 80% by Avnel and 20% by the State of Mali. In September 2017, Endeavour acquired Avnel.
The Kalana Permit confers the right to exploit and explore for gold and silver for a period of 30 years. The Kalana Report notes that if the exploitation of the mineral deposit or subsequent mineral finds are not completed at the end of the 30-year period, the permit may be renewed at the discretion of the Malian government, and on the terms negotiated at such time, for two additional 10-years terms until the mineral reserves are depleted within the boundaries of the permit.
In order to consolidate the land around the Kalana Permit, two additional contiguous exploration permits were sought and obtained by Endeavour in 2018: the Fougadian permit, which covers 100 km² located to the south of the Kalana Permit, was obtained on May 2, 2018, and the Kalako West permit, covers 21 km² located to the east of Kalana in the north, was obtained on December 6, 2018.
History
Historically, the Kalana Mine was operated by SOGEMORK between 1982 and 1991. The underground workings were accessed by two vertical shafts to depths of 108 m and 103 m in order to mine the flat dipping quartz veins and some stockwork mineralization below the saprolite (approximately 80 m depth). During its seven-year tenure, SOGEMORK produced approximately 81,800 oz of gold from 0.227 Mt mined, grading an average of 13 g/t Au at a gravity-only recovery of 86%.
The Kalana Mine was restarted by Avnel in January 2004 as an underground mine, with gold being recovered in a gold plant using gravity recovery only. The mine reserves were extended by the deepening on No.2 vertical shaft to 180 m below surface. The mining method was room and pillar. Ore was extracted from narrow stopes by drilling and blasting with scraper winches removing ore from the stopes. The mine production rate was approximately 50 kt per annum. From 2004 to 201, the mine produced 0.185 Moz of gold from 629 kt at an average grade of 11.6 Au g/t with 83% recovery.
Following its acquisition of Avnel in late Q3 2017, Endeavour completed the integration of Avnel and then ceased the small-scale underground operations and started clearing the underground workings and existing infrastructure to allow for the development of future open pits, as well as to establish access for exploration.
Geology
The Kalana Project is located in close proximity to the western edge of the large Bagoé Basin, a component of the Man-Leo Shield of the West African Craton. The Kalana deposit is a Paleoproterozoic orogenic gold deposit associated with a diorite intrusion within sedimentary rocks of the lower part of the Upper Birimian Group. The mineralization is hosted in narrow shallow dipping quartz and associated inter-vein mineralization defining together the vein packages. The predominant strike and direction of quartz vein packages varies across the deposit, but with a relatively consistent orientation locally.
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Exploration
Exploration activities in the Kalana Project have been divided into brownfield exploration around the Kalana Mine itself, and greenfield exploration in the rest of the land package.
The greenfield exploration has included the mapping of artisanal working sites, the sampling and analysis of termite mounds, the use of geophysical surveys (aeromagnetic, radiometric, ground induced polarisation and gravity), and drilling campaigns. Anomalies within the permit area were identified by:
> Significant gold in-soil anomalies;
> Gold-arsenic correlation maps showing a good association of these two elements, indicating that the significant anomalies are most likely close to the source; and/or
> Large-ion lithophile element ("LILE") maps delineating alluvium-filled drainage trends, which mask or hide parts of elongated gold-in-soil anomalies.
The brownfield exploration was originally focused largely on the compilation of prior work, as well as mapping and sampling of the underground workings and drilling. This work was boosted significantly in 2009 and included a three-year drilling exploration campaign over the Kalana deposit, Kalanako and the Djirila target (located in the southeast corner of the permit). A dedicated underground mine exploration team was formed in 2009 (until 2012) which focused on mapping, sampling and dedicated underground development to verify the concept of vein packages, examine the structural framework, verify drill hole grade variability within vein packages exposed in existing stopes and galleries, and understand the distribution of gold in the vein packages in order to constrain the drilling pattern and the variability of grade at a sample scale. It was reported that the underground sampling generally confirmed the mine grade control sampling results, with a less scattered statistical distribution noted. Sampling and mapping of the underground development confirmed the consistency of drill hole grades and structural interpretations with that observed in the workings.
In 2013, exploration activities focused on the reinterpretation of the geological framework, re-sampling and re-assaying historical drill samples and drilling new holes. The assaying of old and new samples used a two-kilogram LeachWELL (a fast cyanide bottle-leach method suitable for high grade and/or coarse gold) approach.
The re-sampling and re-assaying focused on samples that were significant to the mineralization. The results were included in revisions of the geological interpretations (minor) and updated resource models (the main difference was the change in grade and reduction of variability of the mineralization caused by the assaying).
In 2015, Avnel completed a total of 30,143m of drilling on the Kalana deposit including RC, RC-DD and DD drilling. The revised interpretations and assay data were used as the primary basis of Avnel's resource model.
Starting in late, 2017 Endeavour initiated pre-development activities to optimize the Kalana Project, which included:
> Resuming exploration activities on both the Kalana deposit and nearby Kalanako;
> Considering a revised feasibility study with the goal of increasing the current plant design capacity to lift the average annual production and shorten the mine life based on current reserves, integrating the exploration results from the upcoming drilling campaign, and leveraging Endeavour's construction expertise and operating synergies; and
> Creating dedicated Kalana Project Community Relations and HSE teams to validate the census and stakeholder mapping, with the aim of defining a resettlement action plan before relocation activities commence.
The Kalana exploration program in 2018 amounted to US$7 million and comprised of approximately 48,000m of drilling, focused primarily on the Kalana deposit and to a lesser extent on the Kalanako deposit. At the
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Kalana deposit, the in-fill drilling program improved the geological model and converted a portion of the previously classified Inferred Resource in the northeastern part of the deposit to the Indicated category.
In 2019, a US$2 million reconnaissance drilling campaign comprising approximately 20,500m, was conducted on targets in the Kalana project area.
The 2016 Kalana Mineral Resource Estimate ("MRE"), prepared on behalf of Avnel, was updated in 2018-20 following a rebuild of the geological model using a more conservative approach to incorporate tighter geological controls for the high-grade nugget effect, stacked vein sets and dilution. Endeavour considers the updated 2018 Kalana geological model to be a more robust and accurate model as:
- The geological model was updated with over 30,000m of in-fill drilling completed since the project was acquired in mid-2017. In total, more than 2,200 holes and more than 221,000 assays (including over 103,000 LeachWELL assays) were used to refine the geological model.
- A total of 135 veins within 61 vein packages were individually modelled as opposed to the previous approach of applying geostatistics to 56 grouped vein packages, and thereby provided an upgraded confidence in the vein packages/domain/geological boundaries.
- Mineralized intersections outside of the defined wireframes where continuity was not proven were excluded.
- The cut-off grade was lowered from 0.9 Au g/t to 0.5 Au g/t.
The Kalanako geological model was updated in 2018 with a similar approach to that used at Kalana.
In 2020, greenfield exploration (including soil sampling and field mapping) was conducted on the Kalana project permits.
An exploration plan and budget for 2021 is to be evaluated in light of the results of the PFS.
Mineral Reserves and Mineral Resources Estimates
See the Mineral Reserves and Mineral Resources table above for information on the mineral reserves and mineral resources.
The Kalana Deposit MRE was updated in February 2020 by Paul Blakeney from Optiro Consultants based on the updated geological model. The gold assays from the drill holes were composited to one-meter intervals within the mineralized wireframes and capped at various grades between 65 Au g/t to 150 Au g/t.
Density was measured in 13,079 core samples within the various rock types, averaged within the model by weathered zone. The laterite density was 1.67 t/m³, the saprolite density 1.64 t/m³, the transition 2.15 t/m³ and fresh rock 2.68 t/m³.
The gold grade was estimated using Categorical and Ordinary Kriging constrained within the mineralized domains. The grade was estimated in multiple passes to define the higher confidence areas and to extend the grade to the interpreted mineralized zone extents.
The grade estimation was validated by visual analysis, global comparisons and profile plots within each structural domains. The parent block grades were post-processed using local uniform conditioning.
The mineralized domains were classified into Indicated and Inferred Mineral Resource classifications, depending on the drillhole spacing, number samples and geostatistical analysis. The Indicated classification was generally applied to blocks within the mineralized zoned defined by at least three drill holes within a 50m search. No Measured category material was assigned, largely because of the coarse gold character of the deposit, the high nugget effect component and the relatively poor grade continuity definition provided by the drilling data.
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The Mineral Resource was constrained by a US$1,500 pit shell and a cut-off grade of 0.5 Au g/t.
Following the completion of the Pre-Feasibility Study (PFS), a Mineral Reserve has been estimated for the Kalana Deposit including 33.6 Mt at 1.58 Au g/t for 1.71 Moz of Probable Reserves.
The Kalanako MRE was updated by Optiro in June 2020 and the TSF MRE by Endeavour in September 2020 which form part of the Kalana Project PFS, contributing 1.2 Mt at 2.21 Au g/t for 90 koz and 0.82 Mt at 1.67 Au g/t for 40 koz of Probable Reserves respectively.
Mining
Based on the Kalana Project PFS results, the mining method will be conventional open pit mining including drilling, blasting, loading and hauling. It is anticipated that all the mining activities will be contracted to mining services providers.
Ore mined will be hauled to the ROM pad and stockpiles. Waste mined from the pit will be hauled to the waste dumps and other projects requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
Metallurgy and Process Plant
Several metallurgical testwork programs have been performed over the years on the Kalana Project. The metallurgical Variability Testwork focused on gravity gold recovery with cyanidation of the gravity tail. Gold recoveries were high from all facies with between 30% and 80% gravity gold recovery and overall gold extractions between 88% and 96% depending on the ore type.
Based on the PFS design, the processing plant at Kalana will consist of a CIL plant with a name plate capacity of 3.0 Mt per annum with a typical SABC comminution circuit to produce an 80% passing 90-micron grind size.
Ground fresh ore will be fed to continuous centrifugal gravity concentrators to recover free gold to a low mass gravity concentrate. This gravity concentrate will be processed through an intensive cyanide leach reactor followed by electrowinning to recover the gold.
The CIL feed will be thickened and fed into a standard CIL circuit, with leach tails passing into a cyanide destruction and arsenic precipitation process before being pumped to the TSF.
Production, Exploration and Development
The PFS results show that the future Kalana operation could have a life of mine of about 11 years, with an average production in excess of 200 koz/year for the first three years, reducing to 150 koz/year for the following four years, and reducing further to 100 koz/year for the last four years.
Applying a long-term gold price of US$1,500/oz on a flat line basis from the commencement of production, the pre-tax NPV 5% is US$491 million and the pre-tax IRR is 55%. The life of mine average cash cost per ounce is US$825, after deduction of the State royalty.
Golden Hill Project, Burkina Faso
The following summary sets forth information concerning Endeavour's Golden Hill Project, which is not considered to be a material property of Endeavour.
The Golden Hill project consists of three exploration permits covering 468 km² located in the south west of Burkina Faso (the "Golden Hill Project"): the Intiédougou permit (231.7 km²) located in the Bougouriba, Ioba and Tuy provinces; the Baniri permit (144.7 km²) located in the Tuy province; and the Mougué permit (91.58 km²) located in the Bougouriba province. These permits have now expired, and a mining license application has been submitted. Currently, given the recent acquisition of Golden Hill by Endeavour, the viability of processing ore from Golden Hill
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at the Houndé plant is being assessed. Endeavour is considering withdrawing its mining license application and submitting applications to obtain new exploration permits covering the global perimeter of the former Intiédougou, Baniri and Mougué permits in order to conduct additional exploration works.
The Golden Hill tenements were subject to a shareholder and earn-in agreement dated June 27, 2014 between Boss Resources Ltd., Gryphon Minerals Limited and Boss Minerals Pty Ltd, under which Gryphon had earned 51 percent of tenements. On October 12, 2016, Teranga completed its acquisition of Gryphon by way of the Scheme under the Australian Corporations Act and assumed Gryphon's 51 percent interest in Golden Hill. On January 20, 2017, Teranga changed the name of Gryphon, under Australian corporate law, to Teranga Gold (Australia) Pty Ltd. On October 2, 2018, Teranga completed its acquisition of the remaining 49 percent interest in Golden Hill from Boss to reach its ownership percentage to 100 percent interest in Golden Hill via Teranga's subsidiary in Burkina Faso, Boss Minerals, itself wholly owned by Teranga Gold (Australia) Pty Ltd.
The Golden Hill Project is considered particularly prospective, as it is located within the highly mineralized Houndé Greenstone Belt. This belt hosts the majority of the high-grade discovered gold oz in Burkina Faso, including the recently discovered Siou deposit plus the high-grade Yaramoko deposit. The belt also hosts the Mana Mine and the Houndé deposit. The Golden Hill Project straddles the same stratigraphy and structures that host these high-grade deposits.
The initial mineral resource was announced in early 2019 with the following estimate: 6.40 Mt grading 2.02 g/t Au for 415,000 oz of indicated mineral resources and 11.95 Mt grading 1.68 g/t Au for 644,000 oz of inferred mineral resources. During the second half of 2019, the Corporation initiated a further US$5 million program predominantly related to the initiation of a 27,000-metre diamond core and reverse circulation drilling program. In addition, an excavator-trenching program was utilized to provide detailed structural and lithologic information at numerous anomalous trends in advance or concurrent with the drilling evaluation program. As of December 31, 2019, a total of 171 diamond core and 44 reverse circulation holes comprising 18,520 metres of the drilling campaign had been completed. The remainder of the 27,000-metre drilling campaign was completed by February 28, 2020.
In 2020, exploration activities at the Golden Hill Project were limited to Q1 and Q4 as the field exploration program was suspended in Q2 and Q3 due to the impacts of the Covid-19 pandemic on travel and staff mobility. Although field activity programs were limited during the year, an additional 27,150m, including 15,536m of diamond drill core holes and 11,614m of reverse circulation drill holes were completed. The majority of drilling was completed at various portions of the Ma Structural Complex, A-Zone, B-Zone and the Peksou/C-Zone deposits. In addition, soil sampling was undertaken over a number of target areas to further define mineralized structural trends, followed by excavator trenching prior to drilling. Physical, biological and social surveys are ongoing, and will form the basis for an ESIA. A technical report titled, "Technical report on the Golden Hill Project, Burkina Faso", dated December 17, 2020, was filed to support the disclosure of an updated Mineral Resource estimated on the Golden Hill Project.
Golden Hill Project is within trucking distance of Houndé mine and Endeavour is assessing the viability of processing ore from Golden Hill at the Houndé plant. The mineral resources at Golden Hill Project have been consolidated under the Houndé Mine in Mineral Reserves and Mineral Resources table above.
Other Properties
Endeavour has various greenfield exploration properties in Côte d'Ivoire, Mali, Burkina Faso, Niger, and Guinea, at different stages of exploration, which are currently considered to be non-material to the Corporation, including the early-stage exploration properties described below.
Côte d'Ivoire
The Corporation has been granted eleven exploration permits covering 2,675km². In addition, Mankono Exploration SA, a joint venture between Barrick Group (70%) and Endeavour (30%), holds two permits for an additional ~400km². The exploration permits are at varying stages of progress. The Corporation also holds the Afema gold project in southeast Côte d'Ivoire. The Afema land package comprises of more than 1,400 km² consisting of the
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Afema mining license and three exploration permits – Ayame, Mafere and Aboisso. Finally, EDV is operator on two permits, Dianra and Sangaredougou for nearly 800 km², through a JV with Miminvest SA.
Burkina Faso
Endeavour holds 59 exploration leases covering 7550 km² of Burkina Faso gold greenstone belts. Thirty-two permits in the prolific Houndé belt for a total of 4,146 km². This includes, from North to South, nine permits in proximity to the Mana mining permit for 1,250 km², twelve permits in proximity to the Houndé mining permit for 1,183 km², and eleven permits in the Bantou project (five permits 985 km²) and Karankasso JV project with Sarama Resources (six permits 727 km² with Endeavour holding approximately 81%). The Bantou project hosts the Bantou and Bantou North deposits. In the under explored Banfora greenstone belt, two permits are held for 256 km². On the Goren greenstone belt, thirteen permits covering 1,027 km² are held in proximity to the Karma mining permit, in addition to the Bissa exploration area with its two exploration permits covering 428 km². Five exploration permits are held in the Diapaga greenstone belt in proximity to the Boungou mining permit, totaling 793 km², along with four exploration permits covering 657 km² of the belt extension for the Nabanga project which hosts the Nabanga deposit. The Liguidi permit covers 240 km² of the southern extension of the Samira greenstone belt.
Mali
The Corporation holds six exploration permits in the western region of Mali. Greenfield exploration is conducted on these permits, which refer to the Netekoto exploration project, totaling a consolidated 366 km².
Guinea
The Corporation holds four exploration permits in the Siguiri region of Guinea. Greenfield exploration is conducted on these permits, referred to as the Siguiri exploration project, totaling a consolidated 366 km².
EMERGING MARKET ISSUER DISCLOSURE
Corporate Governance and Internal Controls
Endeavour conducts mining, development, exploration and other activities through subsidiaries in several West African countries considered to be emerging markets, including Cote d'Ivoire, Burkina Faso and Senegal. Endeavour has a track record of successfully developing and operating mines in emerging markets and has the organizational and governance structures and protocols in place to manage the regulatory, legal, linguistic and cultural challenges and risks associated with having operations in these jurisdictions.
Endeavour holds its properties and projects indirectly through subsidiaries which are locally incorporated. These operating subsidiaries are in turn held through holding companies incorporated in jurisdictions with well-developed and reliable legal and tax systems. Such holding companies facilitate Endeavour's international staffing and corporate financing arrangements, facilitate internal reorganizations, and provide for predictability and legitimate dispute resolution processes. Endeavour has designed a system of corporate governance, internal controls over financial reporting and disclosure controls and procedures that apply to it and its consolidated subsidiaries. These systems, which are coordinated by Endeavour's senior management and overseen by its board of directors, are designed to monitor the activities, performance and risks at Endeavour's operating subsidiaries.
To ensure that Endeavour has appropriate control and direction over its subsidiaries, there are common directors and management between Endeavour and each of its subsidiaries, including its subsidiaries in Cote d'Ivoire, Burkina Faso and Senegal. Endeavour's board of directors and executive committee regularly receive financial and technical updates on the operational matters of the group and its subsidiaries. Endeavour is either a direct or indirect majority shareholder in each of its subsidiaries. As a result, the operations and business objectives of Endeavour and its subsidiaries are effectively aligned and controlled.
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All of the minute books and corporate records of Endeavour’s subsidiaries are, to the extent required under local regulations, kept at the offices of Endeavour or Endeavour’s local counsel, or with a local corporate advisory services firm.
Board and Management Experience in Emerging Markets and Business Oversight
Endeavour’s board of directors and executive committee are comprised of international business leaders and mining industry professionals with expertise and experience working in the jurisdictions in which Endeavour currently operates. Each of Endeavour’s executives has at least a decade of experience in Africa, and half of them are either based in Cote d’Ivoire or spend a substantial portion of their time in Cote d’Ivoire, Burkina Faso and Senegal.
Endeavour’s chairman, Mr. Beckett, has over 45 years’ experience in the mining sector and was previously the managing director of Consolidated Gold Fields and the chairman of, among other companies, Ashanti Goldfields. During his extensive mining career Mr. Beckett has gained in-depth and wide-ranging knowledge in the evaluation, development and operation of gold mining projects in emerging markets, including Africa. He has remained actively engaged in the African gold mining sector as the chairman of Endeavour since 2008. Mr. Askew, who was appointed to the board in 2017, is a mining engineer with more than 45 years of international and technical expertise. He has served as the chief executive officer or a board member for a number of publicly listed mining companies, and brings a wealth of experience in design, construction and operations of both open pit and underground mines. He is currently chairman of Syrah Resources, which has operations in Mozambique, and a non-executive director of Evolution Mining. Ms. Mahler, who was appointed to the board in 2016, is an independent director at Ivanhoe Mines, which has operations in South Africa and the Democratic Republic of Congo, and has previously served on the boards of resource companies, including Turquoise Hill Resources. Ms. Bianchi, who was appointed to the board in 2019, is a finance professional who played a leading role in the establishment of the first dedicated African infrastructure fund. Ms. Baker, is a chartered accountant and previously led the UK Energy, Utilities and Mining Assurance practice at Ernst & Young. She is currently a non-executive director at Helios Towers plc, a leading independent telecommunications tower company in Africa. Mr. Sawiris has over 40 years experience building businesses in Africa. He founded Orascom Telecom Holding and led it to become the world's sixth largest mobile telecommunications provider. Mr. Sawiris serves on a number of boards, committees and councils including Golden Star, a gold producer in Ghana, the Advisory Board of La Mancha, London Stock Exchange’s Africa Advisory Group, and the Arab Thought Foundation. Mr. de Montessus is a director, CEO and President of Endeavour. During his time at Endeavour, he has overseen the successful construction of two mines and the strategic repositioning of Endeavour as a leading low-cost gold producer with four mines, two development projects and a strong exploration pipeline across three West African countries. Prior to joining Endeavour in 2016, he was CEO of the La Mancha Group, a member of the Executive Board and Group Deputy CEO of Orano Group (formerly AREVA Group, a world leader in nuclear energy) and CEO of AREVA Mining (which included uranium assets in Africa). Mr. de Montessus was a board member of Evolution Mining between 2015 and 2018, and of ERAMET, a world leader in alloying metals, between 2010 and 2012. Dr. Carmen Letton is a mining engineer and mineral economist with 35 years of global mining exposure and a diverse background in senior leadership roles in operations, business improvement and operational excellence. David Mimran was formerly a director and the largest shareholder of TSX-listed Teranga, and brings tremendous knowledge and experience of operating within West Africa. David is currently head of Tablo Corporation, Miminvest SA, and Mimran Natural Resources, all established as investment vehicles into West Africa’s natural resource sector by himself and the Mimran Group, a family conglomerate with a history of successful business operations in Africa and Europe. Tertius Zongo is a former Prime Minister of Burkina Faso, a position which he held from 2007 until 2011. Prior to this, Mr. Zongo served as Burkina Faso’s Ambassador Extraordinary and Plenipotentiary to the USA from 2002 until 2007. He has also held a number of positions within the Burkinabe government including Minister of State for Planning and Budget and Minister of Economy and Finance.
Endeavour’s board meets once a year in West Africa, and individual members of the board make additional visits at regular intervals to Endeavour’s operations in Cote d’Ivoire and Burkina Faso. During these visits, which are often made to carry out the functions of the various board committees, directors interact with local employees, government officials and community leaders. These interactions enhance the directors’ knowledge of local culture and business practices. In 2019, Endeavour’s directors visited the Ity mine to monitor progress and risks in relation to the commencement of the CIL operation, and several of the directors also visited the Houndé mine. In 2018, the directors also visited the team managing the construction of the CIL project at the Ity mine.
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The board of directors regularly receives in-depth technical briefings, risk assessments and progress reports in connection with the operations in each of the emerging markets in which Endeavour operates, and in so doing, maintains effective oversight of its business and operations. Through these updates, assessments and reports, the board of directors gain familiarity with the operations, laws and risks associated with operations in such jurisdictions. Further, the directors also have access to head office management who in turn work directly with local management. Head office and local management personnel are familiar with the local laws, business culture and standard practices, have local language proficiency where required, are experienced in working in the applicable emerging jurisdiction and in dealing with the respective government authorities and have experience and knowledge of the local banking systems and treasury requirements.
Internal Controls and Cash Management
Endeavour maintains internal controls over financial reporting with respect to its operations in emerging markets by taking various measures and consistently applying them across its operations. It maintains and uses a financial authorities matrix which is regularly reviewed to ensure that a process and mechanism of approvals is maintained and followed for the disbursement of corporate funds. Pursuant to the requirements of National Instrument 52-109 – Certification of Disclosure in the Company's Annual and Interim Filings (“NI 52-109”), Endeavour assesses the design and operation of key internal controls over financial reporting on an annual basis at a minimum, following a risk-based approach. Endeavour has developed and implemented internal procedures to provide assurances that it has timely access to material information about its subsidiaries and that the matters to which the Chief Executive Officer and Chief Financial Officer attest in the certifications required under NI 52-109 are true and correct. The audit committee also receives regular reports from Endeavour’s internal audit team, which include updates on the internal audit plan and audit findings.
Differences in banking systems and controls in the emerging markets in which Endeavour operates are addressed by having stringent controls over cash kept in the jurisdiction, especially with respect to access to cash, cash disbursements, appropriate authorization levels, performing and reviewing bank reconciliations on at least a monthly basis and the segregation of duties. Endeavour maintains banking relationships only with banks that follow international standards.
Endeavour has established practices, protocols and routines for the management and eventual distribution of its cash. The distribution mechanisms depend upon local circumstances and financing arrangements in place and are compliant with applicable law. All material practices, protocols and routines are controlled and overseen by Endeavour’s Chief Financial Officer and are subject to customary internal reviews.
Endeavour maintains a system of policies that all directors, employees, consultants and contractors must follow, including (i) a Business Conduct & Ethics Policy, (ii) an Anti-Bribery & Anti-Corruption Policy, (iii) a Sanctions Policy, (iv) a Disclosure, Confidentiality & Insider Trading Policy, (v) a Harassment Prevention Policy and (vi) a Safety & Health Policy. It also maintains a Whistleblower Policy and an anonymous whistle-blower system for reporting fraud and financial offenses. Endeavour’s policies are reviewed and approved by the board of directors annually. Its directors, executives, senior management and employees, consultants and contractors in key positions of trust are also required to complete annual compliance training on ethics, corruption and sanctions and sign certificates annually confirming that they are familiar with Endeavour’s policies and will adhere to them.
Health and Security
Differences in the health and security risk in the emerging markets in which Endeavour operates are managed by dedicated teams of health and security professionals. The board of directors and executive committee regularly receive risk assessments, public affairs updates and progress reports on the health and security risks affecting Endeavour’s operations and personnel in West Africa, and in so doing, maintain effective oversight of such risks.
With malaria being endemic in its countries of operation, Endeavour utilizes vector controls and other established public health practices, such as anti-mosquito sprays, mosquito nets and appropriate clothing, to mitigate the impact of malaria on its work force. Such approach also applies to Ebola risk management, where standardised Ebola response protocols have been developed and applied across its operations. Endeavour works closely with the
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health ministries in Cote d'Ivoire and Burkina Faso, and offers voluntary health screening for HIV/AIDS, hepatitis, typhoid and other diseases to employees and members of the local communities around Endeavour’s operational sites.
The security of its people and mines in West Africa is ensured by a security team which includes ex-French intelligence and military officers and personnel who work closely with national and international intelligence and military forces to monitor and respond to regional security risks. Endeavour’s security team utilizes a combination of established practices, protocols and routines to detect, deter and protect against such risks and comply with internationally recognized standards. All of Endeavour’s security personnel have substantial experience working in the jurisdictions in which Endeavour currently operates and are based either on mine sites or in offices in the region.
Endeavour maintains a fleet of two Pilatus PC-6 and two Pilatus PC-12 light aircraft for medivac and travel to its mine sites. The Corporation has landing strips at each of its mines and uses a government airfield near its Karma mine.
Communication and Cultural Differences
While the reporting language of management is English, the primary operating language in the emerging markets in which Endeavour operates is French. Differences in cultures and practices in each emerging market in which Endeavour operates are addressed by employing competent staff who are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in that jurisdiction and in dealing with the relevant government authorities and have experience and knowledge of the local banking systems and treasury requirements.
All of Endeavour’s policies, procedures, standards and training are available in both English and French. The majority of Endeavour’s executives speak French fluently, as do the majority of Endeavour’s managers based in West Africa.
Board meetings are conducted in English, and English is the primary language used in meetings with head office management. Material documents relating to Endeavour’s operations that are provided to the board of directors are in English. Material documents relating to Endeavour’s material operations in West Africa are either in English or, where they are in French, are translated into or summarized in English.
Each of Endeavour’s mine sites holds weekly meetings with the Chief Operating Officer, who in turn participates in weekly Executive Committee meetings, to ensure adequate and timely communication of operations-related issues.
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CONSOLIDATED CAPITALIZATION
The following table sets forth the consolidated capitalization of Endeavour, as at March 31, 2021, after giving effect to the Scheme.
| | As at March 31, 2021
(after giving effect to the Scheme)
(US$)
(expressed in thousands) |
| --- | --- |
| Total non-current debt | |
| Guaranteed(1) | - |
| Corporate loan facilities(1) | 686,736 |
| Convertible senior notes(2) | 358,070 |
| Total indebtedness | 1,044,806 |
| Capitalization(3) | |
| Share capital | 4,947,920 |
| Equity reserve | 87,334 |
| Total Capitalization | 6,080,060 |
(1) The corporate loan facilities are secured indebtedness and consist of US$370 million drawn under the Bridge Loan (as defined below) and US$330 million drawn under the RCF (as defined below), net of deferred financing costs and does not reflect the US$120 million RCF repayment made on April 6, 2021.
(2) The convertible senior notes are unsecured indebtedness and consists of of the US$330 million convertible senior notes due 2023, which includes the fair value of the conversion option.
(3) Capitalisation does not include the deficit.
The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation's share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net proceeds to Endeavour from the sale of the Securities will be used for general corporate purposes. The amount of net proceeds expected to be received from the sale of Securities, and each of the principal purposes for which the Corporation will use those net proceeds, will be set forth in the applicable Prospectus Supplement. The Corporation may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus. The Corporation will not receive any proceeds from the sale of Endeavour Shares sold by the Selling Shareholder under this Prospectus.
DESCRIPTION OF EXISTING INDEBTEDNESS
On February 6, 2018, Endeavour closed a private placement of convertible senior notes due 2023 for an aggregate principal amount of US$300 million. On the same day, the initial purchasers exercised the over-allotment option for an aggregate principal amount of US$30 million.
On December 24, 2020, Endeavour closed an US$800 million debt refinancing package. The refinancing consists of an amendment and extension of the existing US$430 million revolving credit facility ("RCF") and a US$370 million bridge facility ("Bridge Loan"). The amended RCF bears interest at the same rate as previously, at LIBOR plus a margin between 2.95% and 3.95%, on a sliding scale depending on leverage. The Bridge Loan will bear interest at 2.25%, increasing by 0.5% every six months until both facilities mature in January 2023. The refinancing proceeds were used to retire Teranga's various higher cost debt facilities.
SELLING SHAREHOLDER
The terms under which any Endeavour Shares will be offered by the Selling Shareholder will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Endeavour Shares by the Selling Shareholder will include, without limitation, where applicable: (i) the number of Endeavour Shares owned, controlled or directed by the Selling Shareholder; (ii) the number of Endeavour Shares being distributed for the account of the Selling Shareholder; (iii) the number of Endeavour Shares to be owned, controlled or directed by the Selling Shareholder after the distribution and the percentage that number or amount represents out of the total number of outstanding Endeavour Shares; (iv) whether the Endeavour Shares are owned by the Selling Shareholder, both of record and beneficially, of record only or beneficially only; (v) if the Selling Shareholder purchased any of the Endeavour Shares held by it in the 24 months preceding the date of the Prospectus Supplement, the date or dates on which the Selling Shareholder acquired the Endeavour Shares; and (vi) if the Selling Shareholder acquired the Endeavour Shares held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Shareholder in the aggregate and on a per security basis.
Relationship Agreement
The Corporation has entered into a relationship agreement with the Selling Shareholder dated June 8, 2021, which, in effect, replaced the Investor Rights Agreement. The Relationship Agreement provides that for so long as the Selling Shareholder and its associates hold an interest that in aggregate:
(a) is equal to or greater than 15% of the issued ordinary share capital of the Corporation, the Selling Shareholder shall have the right to appoint two directors to the board of directors; and
(b) is equal to or greater than 10% of the issued ordinary share capital of the Corporation, the Selling Shareholder shall have the right to appoint one director to the board of directors.
The Selling Shareholder has agreed that neither it nor any of its associates shall take any action which would prevent each of the Audit Committee and the Remuneration Committee consisting only of independent directors (where independence is determined by the board of directors in accordance with the UK Corporate Governance Code).
The Relationship Agreement includes provisions to ensure that Endeavour is able to do business independently of La Mancha and its associates.
The Relationship Agreement provides that the Selling Shareholder and its associates shall, inter alia and subject to customary exceptions:
(a) ensure that all transactions and relationships between the Selling Shareholder and/or any of its associate and Endeavour are conducted on arm's length terms and on a normal commercial terms;
(b) not take any action that would have the effect of preventing the Corporation from complying with its obligations under the listing rules (the "Listing Rules") of the Financial Conduct Authority (the "FCA") made under section 74(4) of the Financial Services and Markets Act 2000, as amended (the "FSMA"); and
(c) ensure that neither it nor any of its associates will propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.
The Selling Shareholder has also agreed in the Relationship Agreement that, subject to customary exceptions, it shall not, and shall procure that its respective associates shall not, take any action that would, or which would be reasonably likely to have the effect of:
(a) preventing Endeavour from carrying on an independent business for the benefit of the Corporation's shareholders as a whole;
(b) prejudicing the Corporation’s listings on the Official List and the Toronto Stock Exchange; or
(c) preventing the Corporation from complying with its obligations under the Listing Rules, the disclosure guidance and transparency rules produced by the FCA and forming part of the handbook of the FCA through which a manager derives its status as an authorised person under the FSMA rules and guidance, as, from time to time, amended, the requirements of the London Stock Exchange, the FSMA, the Financial Services Act 2012, the Regulation (EU) 596/2014 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018, the City Code on Takeovers and Merger, issued by the Panel on Takeovers and Mergers or Canadian securities laws.
In addition, the Selling Shareholder has agreed in the Relationship Agreement that, subject to customary exceptions:
(a) neither it nor any of its associates shall exercise any of its voting or other rights and powers to procure any amendment to the Articles which would be breach any provision of the Relationship Agreement;
(b) it and its associates shall abstain from voting, and shall procure that any representative of it on the board of directors abstains from voting, on any resolution to approve a related party transaction involving it, or its associates (or the related party); and
(c) it and its associates shall exercise their voting rights exercisable at general meetings of the Corporation to give effect to, and in a manner that is compliant with, the terms of the Relationship Agreement.
The Selling Shareholder has agreed that disposals of Endeavour Shares or securities convertible into Endeavour Shares by it through the facilities of a stock exchange shall take place in a manner that does not disrupt orderly trading in those securities.
The Selling Shareholder has also agreed to notify the Corporation at least two business days in advance of any disposal of an interest in Endeavour Shares or in securities convertible into Endeavour Shares which at such time (and in the case of the convertible securities after giving effect to their conversion into Endeavour Shares) would constitute an interest of 3% or more of the issued share capital of the Corporation.
Subject to the terms and conditions set forth therein, the Relationship Agreement provides that for so long as the Selling Shareholder holds at least 10% of the issued ordinary share capital of the Corporation, the Selling Shareholder shall have the following qualification rights with respect to Endeavour Shares:
(a) if the Corporation receives a written request from the Selling Shareholder that the Corporation file a prospectus under Canadian securities laws qualifying for distribution in Canada all or any portion of the Selling Shareholder’s Endeavour Shares, the Corporation will, subject to the Relationship Agreement, as soon as practicable and in any event within forty-five days following the date of receipt of the written request referred to above, prepare and file in the applicable Canadian jurisdictions a prospectus in order to qualify the distribution of all of the Endeavour Shares of the Selling Shareholder specified in its request and use its commercially reasonable efforts to receive a final receipt or equivalent document in respect of such prospectus from the applicable Canadian securities authorities (a "Demand Registration");
(b) the Corporation has agreed to use commercially reasonable efforts to maintain at all times available and effective, for the resale of Endeavour Shares to the public as freely tradable securities by the Selling Shareholder, a Short-Form Base Shelf Prospectus filed with the Canadian Securities Administrators. The Selling Shareholder may specify in any Demand Registration that the Corporation shall file a prospectus supplement under Canadian securities laws qualifying for distribution in Canada all or any portion of the Selling Shareholders’ Endeavour Shares, as soon as practicable and in any event within fifteen business days following the date of receipt of the Demand
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Registration (provided that for the first such Demand Registration it shall be as soon as practicable and in any event within twenty (20) business days following the date of receipt of such Demand Registration), prepare and file in the applicable Canadian jurisdictions a prospectus supplement in order to qualify the distribution of all of the Endeavour Shares of the Selling Shareholder specified in the request; and
(c) if the Corporation proposes to file a preliminary prospectus or prospectus supplement under any Canadian securities laws in connection with the distribution by way of a public offering of Endeavour Shares or securities convertible into Endeavour Shares (including a secondary offering of Endeavour Shares or securities convertible into Endeavour Shares held by shareholders other than the Selling Shareholder), the Corporation will, at all such times, give the Selling Shareholder at least ten business days' written notice of such filing. Upon the written request of the Selling Shareholder, given within five business days after receipt of such notice by the Selling Shareholder, the Corporation will, subject to the Relationship Agreement, use its commercially reasonable efforts to cause all of the Endeavour Shares that the Selling Shareholder has requested to be included in the filing to be included in and sold pursuant to the prospectus or prospectus supplement.
The Relationship Agreement will stay in effect until the Endeavour Shares cease to be admitted to listing on the premium segment of the Official List and to trading on the Main Market.
PLAN OF DISTRIBUTION
The Corporation may sell Securities and the Selling Shareholder may, in accordance with the Relationship Agreement, sell Endeavour Shares: (i) to or through underwriters or dealers, (ii) directly to purchasers, (iii) through agents, or (iv) through a combination of any of these methods of sale.
The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, including sales in transactions that are an "at-the-market distribution" as defined in National Instrument 44-102 – Shelf Distributions, including sales made directly on the TSX or other existing trading markets for the Securities, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation and/or the Selling Shareholder. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation, the Selling Shareholder or from other parties, including in the form of underwriters', dealers or agents' fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Corporation and/or the Selling Shareholder and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.
The Prospectus Supplement relating to each distribution of Securities will also set forth the terms of the offering of the Securities, including to the extent applicable, the initial offering price, the proceeds to the Corporation and/or the Selling Shareholder, the underwriters', dealers' or agents' compensation or other discount or selling concession to be allowed or re-allowed to underwriters' or dealers. Any underwriters, dealers or agents with respect to a particular offering of Securities will be named in the Prospectus Supplement relating to such offering.
In connection with any offering of Securities, the underwriters may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.
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Under agreements which may be entered into by the Corporation and/or the Selling Shareholder, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Corporation and/or the Selling Shareholder against certain liabilities, including liabilities under the securities legislation of each of the provinces of Canada.
Each distribution of Securities (other than Endeavour Shares sold by the Selling Shareholder) will be a new issue of securities for which (other than the Endeavour Shares) there is no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities (other than Endeavour Shares) will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series.
Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.
DESCRIPTION OF SHARE CAPITAL
General Description of Capital Structure
As at July 19, 2021, 250,212,607 Endeavour Shares were issued and outstanding. In addition, as at July 19, 2021, performance share units and options to purchase Endeavour Shares are outstanding in respect of 5,773,954 Endeavour Shares as follows:
Performance Share Units
| Name of Plan | Normal Vesting Date | Number of Endeavour Shares |
|---|---|---|
| Employee PSU Plan | June 30, 2021 | 4,068 |
| December 31, 2021 | 255,667 | |
| December 31, 2022 | 434,890 | |
| December 31, 2023 | 386,480 | |
| Executive PSU Plan (UK participants) | June 30, 2021 | 92,847 |
| December 31, 2021 | 561,585 | |
| December 31, 2022 | 603,723 | |
| December 31, 2023 | 636,365 | |
| Executive PSU Plan (non-UK participants) | December 31, 2021 | 224,714 |
| December 31, 2022 | 287,796 | |
| December 31, 2023 | 229,245 |
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Options
| Expiry Date | Exercise Price | Number of Endeavour Shares |
|---|---|---|
| August 11, 2021 | 11.36 | 56,400 |
| February 24, 2022 | 31.92 | 7,520 |
| March 29, 2022 | 8.83 | 124,549 |
| June 5, 2022 | 31.92 | 4,700 |
| September 27, 2022 | 31.92 | 34,780 |
| October 9, 2022 | 31.92 | 92,590 |
| December 3, 2022 | 31.92 | 56,400 |
| February 10, 2023 | 17.52 | 33,840 |
| February 10, 2023 | 10.66 | 63,917 |
| February 10, 2023 | 11.35 | 18,800 |
| February 10, 2023 | 10.18 | 373,820 |
| February 10, 2023 | 6.60 | 574,635 |
| February 10, 2023 | 31.92 | 574,733 |
| February 10, 2023 | 8.26 | 7,050 |
| February 10, 2023 | 7.69 | 1,820 |
| February 10, 2023 | 7.92 | 7,520 |
| February 10, 2023 | 8.92 | 23,500 |
(1) All options vested on February 10, 2021.
Endeavour Shares
Respective rights of different classes of Endeavour Shares
Without prejudice to any rights attached to any existing shares, Endeavour may issue shares with such rights or restrictions as determined by either Endeavour by ordinary resolution or, if Endeavour passes a resolution to so authorize them, the Directors. Endeavour may also issue shares which are, or are liable to be, redeemed at the option of Endeavour or the holder and the Directors may determine the terms, conditions and manner of redemption of any such shares.
Voting rights
At a general meeting, subject to any special rights or restrictions attached to any class of shares:
(a) on a show of hands, every member present in person and every duly appointed proxy present shall have one vote;
(b) on a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:
(i) by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or
(ii) by one or more of those members to vote either for or against the resolution and by one or more other of those members to use his/her discretion as to how to vote; and
(c) on a poll, every member present in person or by proxy has one vote for every share of which such member is the holder.
A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote on the resolution had he been present in person. Unless the Directors resolve otherwise, no member shall be entitled in respect of any share held by such member to vote either personally or by proxy or to exercise any other right in relation to general meetings if any call or other sum due from him to Endeavour in respect of that share remains unpaid.
Variation of rights
(a) Whenever the share capital of Endeavour is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding shares held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise), and may be so varied or abrogated either while Endeavour is a going concern or during or in contemplation of a winding-up.
(b) The special rights attached to any class of shares having preferential rights will not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by (i) the creation, allotment or issue of further shares ranking, as regards participation in the profits or assets of Endeavour, in some or all respects equally with them but in no respect in priority to them; or (ii) the purchase or redemption by Endeavour of any of its own shares.
Forfeiture and lien
Endeavour shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to Endeavour (whether presently or not) in respect of that share. Endeavour may sell, in such manner as the board of directors determines, any share on which Endeavour has a lien if a sum in respect of which the lien exists is presently payable and is not paid within seven clear days after notice has been sent to the holder. Additionally, each member shall (subject to receiving at least seven clear days' notice) pay to Endeavour the amount called on his or her shares. If a call or any instalment of a call remains unpaid after it has become due and payable, the board of directors may require payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by Endeavour by reason of such nonpayment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made may be forfeited.
The Securities offered pursuant to this Prospectus may include Endeavour Shares issuable upon exercise of any Debt Securities or Warrants or upon conversion of any Debt Securities or Subscription Receipts.
Dividends
Endeavour may, by ordinary resolution, declare final dividends. However, no dividend shall be declared unless it has been recommended by the Directors and does not exceed the amount recommended by the Directors.
If and so far as in the opinion of the Directors the profits of Endeavour justify such payments, the Director may:
(a) pay the fixed dividends on any class of share carrying a fixed dividend expressed to be payable on fixed dates prescribed for the payment of such dividends; and
(b) pay interim dividends on shares of any class in amounts and on such dates and in respect of such periods as they think fit.
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Provided the Directors act in good faith, they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of any fixed or interim dividend on any other class of shares having rights ranking after or equal with those shares.
Unless and to the extent that the rights attached to any shares or the terms of issue of those shares otherwise provide, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid, and apportioned and paid proportionally to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.
Pre-emption rights
In accordance with English company law and the Listing Rules, shareholders in Endeavour have the benefit of pre-emptive rights such that where Endeavour allots shares and grants rights to subscribe for and to convert any security into shares for cash, it must first offer existing shareholders (on the same or more favourable terms) a proportion of those securities as nearly as practicably equal to the proportion in nominal value held by the shareholders of the ordinary share capital.
There are some circumstances in which statutory pre-emption rights will not apply. These include the allotment of shares under an employees’ share scheme, the allotment of bonus shares and the allotment of equity securities that are paid up wholly or partly otherwise than in cash.
English company law allows Endeavour to disapply or modify such rights either by a special resolution (i.e. 75% of votes cast) or by a power given to the directors in the articles of the company.
At a general meeting of Endeavour held prior to the admission of the Endeavour Shares to trading on the London Stock Exchange’s main market for listed securities (“Admission”), certain capital authorities were put in place for the period after Admission with respect to the allotment of shares and the application of pre-emptive rights on such allotments:
(a) the board of directors Endeavour was generally and unconditionally authorised (pursuant to section 551 of the UK Companies Act 2006) to exercise all powers of Endeavour to allot shares or grant rights to subscribe for or to convert any security into shares:
(i) up to an aggregate nominal amount equal to one third of the aggregate nominal value of the ordinary share capital of Endeavour on the day following Admission; and
(ii) in connection with an offer by way of a rights issue only to holders of shares in proportion (as nearly as practicable) to their existing holdings and to people who are holders of other equity securities if this is required by the rights of those equity securities, or if the directors consider it necessary, as permitted by the rights of those equity securities, up to an aggregate nominal amount equal to two thirds of the aggregate nominal value of the ordinary share capital of Endeavour on the day following Admission (including within such limit any shares or rights issued under (i)(a) above),
such authorities to apply in substitution for all previous authorities pursuant to section 551 of the UK Companies Act 2006 and to expire on 30 June 2022 or, if earlier, at the conclusion of the annual general meeting of Endeavour to be held in 2022 but, in each case, so that Endeavour may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by such resolution has expired; and
(b) the board of directors of Endeavour will be authorised to allot equity securities (as defined in section 560(1) of the UK Companies Act 2006) wholly for cash:
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(i) pursuant to the authority referred to in paragraph (i)(a) above, or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the UK Companies Act 2006, in each case:
A. in connection with a pre-emptive offer; and
B. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount equal to five per cent. of the aggregate nominal value of the ordinary share capital of Endeavour on the day following Admission; and
(ii) pursuant to the authority referred to in paragraph (i)(b) above in connection with a preemptive rights issue (in the terms described in paragraph (i)(b) above),
as if section 561(1) of the UK Companies Act 2006 did not apply to any such allotment, with such authority to expire on 30 June 2022 or, if earlier, at the conclusion of the annual general meeting of Endeavour to be held in 2022 but, in each case, so that Endeavour may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the directors may allot equity securities under any such offer or agreement as if the authority had not expired.
Share repurchases
Shareholder approval must be obtained before Endeavour purchases any of its own shares. Endeavour may repurchase shares only if the shares are fully paid and only out of distributable profits or from the proceeds of a new issue of shares made for the purpose of the repurchase or redemption.
At a general meeting of Endeavour held prior to Admission, Endeavour was generally and unconditionally authorised for the period after Admission and for the purposes of section 701 of the UK Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the UK Companies Act 2006) of shares, subject to the following conditions:
(a) the maximum aggregate number of shares which may be purchased may not be more than the number that of shares that represents 10% of the ordinary share capital of Endeavour on the day following Admission;
(b) the minimum price (excluding expenses) which may be paid for each share is U.S.$ 0.01 (being the nominal value of a share);
(c) the maximum price (excluding expenses) which may be paid for each share is an amount equal to the higher of: (i) 105% of the average of the average market value of a share for the five business days immediately preceding the day on which the share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid for a share on the trading venue where the purchase is carried out; and
(d) the authority shall expire on 30 June 2022 or, if earlier, at the conclusion of the annual general meeting of Endeavour to be held in 2022, save that Endeavour may before such expiry enter into any contract under which a purchase of shares may be completed or executed wholly or partly after such expiry and Endeavour may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.
DESCRIPTION OF DEBT SECURITIES
In this section, the terms "Corporation" and "Endeavour" refer only to Endeavour Mining plc without the subsidiaries through which it operates. The following description of Debt Securities sets forth certain general terms and provisions of the Debt Securities that may be offered under this Prospectus and in respect of which a Prospectus
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Supplement may be filed. The Corporation will provide particular terms and provisions of a series of Debt Securities and a description of how the general terms and provisions described below may apply to that series in the Prospectus Supplement relating to such series. Prospective investors should rely on information in the applicable Prospectus Supplement if it is different from the following information.
Debt Securities will be issued under one or more indentures (each, a “Debt Indenture”), in each case between the Corporation and an appropriately qualified financial institution authorized to carry on business as a trustee (each, a “Trustee”). The description below is a summary of certain anticipated provisions of the applicable Debt Indenture and should be read together with the provisions of such Debt Indenture. Accordingly, reference should also be made to the applicable Debt Indenture, a copy of which will be filed by the Corporation with applicable provincial securities commissions or similar regulatory authorities in Canada after it has been entered into and before the issue of any Debt Securities thereunder, and will be available electronically on SEDAR under the Corporation’s profile.
Debt Securities may be offered separately or in combination with one or more other Securities. The Corporation may also, from time to time, issue Debt Securities and incur additional indebtedness other than pursuant to Debt Securities issued under this Prospectus.
General
Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of that series.
The Prospectus Supplement will set forth, as applicable, the following terms relating to the Debt Securities being offered:
- the specific designation and any limit on the aggregate principal amount of the Debt Securities;
- the currency or currency units for which the Debt Securities may be purchased and in which the principal and any premium or interest is payable (in either case, if other than Canadian dollars);
- the offering price (at par, at a discount or at a premium) of the Debt Securities;
- the date(s) on which the Debt Securities will be issued and delivered;
- the authorized denominations;
- whether the Debt Securities will be secured by any of the Corporation’s assets or guaranteed by any other person;
- the date(s) on which the Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determining such date(s);
- the rate(s) per annum (either fixed or floating) at which the Debt Securities will bear interest (if any) and, if floating, the method of determining such rate(s);
- the date(s) from which any interest obligation will accrue and on which interest will be payable, and the record date(s) for the payment of interest or the method of determining such date(s);
- if applicable, the provisions for subordination of the Debt Securities to other indebtedness of the Corporation;
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the identity of the Trustee under the applicable Debt Indenture pursuant to which the Debt Securities are to be issued;
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- any redemption terms, or terms under which the Debt Securities may be defeated prior to maturity;
- any repayment or sinking fund provisions;
- any events of default applicable to the Debt Securities;
- whether the Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities, and the basis of exchange, transfer and ownership thereof;
- whether the Debt Securities may be converted or exchanged for other Securities of the Corporation or any other entity;
- if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of the Debt Securities, payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of Securities of the Corporation or of any other entity, and any restrictions on the persons to whom such Securities may be issued;
- provisions applicable to amendment of the Debt Indenture; and
- any other material terms, conditions or other provisions (including covenants) applicable to the Debt Securities.
DESCRIPTION OF WARRANTS
The Corporation may issue Warrants independently or together with other Securities, and Warrants sold with other Securities may be attached to or separate from the other Securities. Warrants will be issued under and governed by the terms of one or more warrant agreements or indentures that the Corporation will enter into with one or more banks or trust companies acting as warrant agent or trustee that will be named in the applicable Prospectus Supplement.
Selected provisions of the Warrants and the warrant agreements or indentures are summarized below. This summary is not complete. The statements made in this Prospectus relating to any warrant agreement or indenture and Warrants to be issued thereunder are summaries of certain anticipated provisions thereof and should be read together with the provisions of the applicable warrant agreement or indenture.
A description of the material terms of any Warrants that the Corporations offers, and the extent to which the general terms and provisions described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Warrants being offered:
- the designation of the Warrants;
- the aggregate number of Warrants offered and the offering price, if any;
- the designation, number and terms of the Endeavour Shares or other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
- the exercise price of the Warrants;
- the dates or periods on, after or during which the Warrants are exercisable;
-
the designation and terms of any Securities with which the Warrants are issued and the number of Warrants that will be issued with each such Security;
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- if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
- the currency or currency unit in which the offering price, if any, and exercise price are denominated;
- any minimum or maximum amount of Warrants that may be exercised at any one time;
- whether such Warrants will be listed on any securities exchange;
- any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
- whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; and
- any other terms of the Warrants.
Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants.
Modifications
The Corporation may amend the warrant agreements or indentures and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of the outstanding Warrants. Other amendment provisions shall be as indicated in the Prospectus Supplement.
Enforceability
The warrant agent or trustee, as applicable, will act solely as the Corporation’s agent. The warrant agent or trustee, as applicable, will not have any duty or responsibility if the Corporation defaults under the warrant agreements or indentures or the warrant certificates. A Warrant holder may, without the consent of the warrant agent or trustee, as applicable, enforce by appropriate legal action on its own behalf the holder’s right to exercise the holder’s Warrants.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The Corporation may issue Subscription Receipts, independently or together with other Securities, and Subscription Receipts sold with other Securities may be attached to or separate from the other Securities. Subscription Receipts will be issued under one or more subscription receipt agreements that the Corporation will enter into with one or more escrow agents. If underwriters or agents are involved in the sale of Subscription Receipts, one or more of such underwriters or agents may also be parties to the subscription receipt agreement governing those Subscription Receipts. The relevant subscription receipt agreement will establish the terms of the Subscription Receipts.
A Subscription Receipt is a security of the Corporation that will entitle the holder to receive upon satisfaction of one or more release conditions, and for no additional consideration, a specified number of Securities. A description of the material terms of any Subscription Receipts that the Corporation offers, and the extent to which the general terms and provisions described in this section apply to those Subscription Receipts, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Subscription Receipts being offered:
- the designation of the Subscription Receipts;
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the aggregate number of Subscription Receipts offered and the offering price;
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- the currency or currency unit in which the Subscription Receipts will be offered;
- the terms, conditions and procedures for which the holders of Subscription Receipts will become entitled to receive Securities;
- the number of Securities that may be obtained upon the conversion of each Subscription Receipt, the anti-dilution provisions that will result in the adjustment of that number and the period or periods during which any conversion must occur;
- the designation and terms of any other Securities with which the Subscription Receipts will be offered and the number of Subscription Receipts that will be offered with each Security;
- the gross proceeds from the sale of such Subscription Receipts, including (if applicable) the terms applicable to the escrow agent holding in escrow all or a portion of the gross proceeds from the sale of such Subscription Receipts, plus any interest earned thereon, pending satisfaction of the release conditions;
- the material income tax consequences of owning, holding and disposing of such Subscription Receipts;
- whether such Subscription Receipts will be listed on any securities exchange;
- procedures for the refund by the escrow agent to holders of Subscription Receipts of all or a portion of the subscription price for their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the release conditions are not satisfied;
- any entitlement of the Corporation to purchase the Subscription Receipts in the open market by private agreement or otherwise;
- provisions as to modification, amendment or variation of the subscription receipt agreement or any rights or terms attaching to the Subscription Receipts;
- any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts; and
- any other material terms and conditions of the Subscription Receipts.
DESCRIPTION OF UNITS
The Corporation may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.
A description of the material terms of the Units that the Corporation offers, and the extent to which the general terms and provisions described in this section apply to those Units, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Units being offered:
- the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
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any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and
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- whether the Units will be issued as global securities and, if so, who the depository will be.
OTHER MATTERS RELATING TO THE SECURITIES
General
The foregoing descriptions of the terms of the Debt Securities, Warrants, Subscription Receipts and Units set forth certain general terms and provisions of such Securities. The particular terms and provisions of the Debt Securities, Warrants, Subscription Receipts and Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described herein may apply to them, will be described in the Prospectus Supplement filed in respect of such Securities.
The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to Debt Securities, Warrants, Subscription Receipts and Units that are not within the descriptions set forth in this Prospectus, provided that such Securities will not be specified derivatives or asset-backed securities. To the extent that any terms or provisions or other information pertaining to Debt Securities, Warrants, Subscription Receipts and Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Securities. Prospective investors should rely on information in the applicable Prospectus Supplement and read this Prospectus together with the applicable Debt Indenture or other indenture.
Securities offered under this Prospectus may be issued in certificated form or in book-entry only form.
Certificated Form
Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Corporation's transfer agent and registrar or the applicable Trustee.
Book-Entry Only Form
Securities issued in "book-entry only" form must be purchased, transferred or redeemed through participants ("participants") in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will be a participant of the depository. On the closing of a book-entry only offering, the Corporation will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry only form will be entitled to a certificate or other instrument from the Corporation or the depository evidencing that purchaser's ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser. Each purchaser of such Securities will receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.
If the Corporation determines, or the depository notifies the Corporation in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry only Securities and the Corporation is unable to locate a qualified successor, or if the Corporation at its option elects, or is required by law, to terminate the book-entry system, then such Securities will be issued in certificated form to holders or their nominees.
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Transfer, Conversion or Redemption of Securities
Certificated Form
Transfer of ownership, conversion or redemptions of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Corporation’s transfer agent and registrar and the terms of the indenture or certificates representing such Securities, as applicable.
Book-Entry Only Form
Transfer of ownership, conversion or redemptions of Securities held in book-entry only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.
Payments and Notices
Certificated Form
Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Corporation, and any notices in respect of a Security will be given by the Corporation, directly to the registered holder of such Security, unless the applicable indenture in respect of such Security provides otherwise.
Book-Entry Only Form
Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Corporation to the depository or its nominee, as the case may be, as the registered holder of the Security and the Corporation understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.
As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the responsibility and liability of the Corporation in respect of notices or payments on the Securities is limited to giving or making payment of any principal, redemption, dividend and interest due on the Securities to the depository or its nominee.
Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Corporation understands that under existing industry practices, if the Corporation requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Corporation, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.
The Corporation, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the
depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.
EARNINGS COVERAGE RATIOS
Earnings coverage ratios will be provided as required by applicable securities laws in the applicable Prospectus Supplement(s) with respect to the issuance of Debt Securities having a maturity in excess of one year pursuant to this Prospectus.
PRIOR SALES
Prior sales will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.
MARKET FOR SHARES
Trading prices and volume will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a resident of Canada with respect to the acquisition, ownership and disposition of any Securities offered thereunder.
In addition, the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada and who acquires any Securities offered thereunder, including whether the payments of dividends on Endeavour Shares or payments of principal, premium, if any, and interest on debt securities will be subject to Canadian non-resident withholding tax.
RISK FACTORS
Prospective purchasers of Securities should carefully consider the risk factors described in this Prospectus, those described in a document incorporated by reference in this Prospectus (including the UK Prospectus and subsequently filed documents incorporated by reference) and those described in a Prospectus Supplement relating to a specific offering of Securities. An investment in the Securities is subject to various risks including those risks inherent to the industries in which Endeavour operates. If any of the events contemplated by these risk factors occurs, Endeavour's revenues or financial condition could be materially harmed, which could adversely affect the value of the Securities. In addition to the below, discussions of certain risks affecting the Corporation in connection with its business are provided in the Corporation's disclosure documents filed with the various securities regulatory authorities which are incorporated by reference in this Prospectus. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.
No Existing Trading Market (other than for Endeavour Shares)
Other than for Endeavour Shares, there is no market through which the Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any Prospectus Supplement. There can be no assurance that an active trading market will develop for Debt Securities, Warrants, Subscription Receipts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation.
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The public offering prices of the Securities may be determined by negotiation between Endeavour and/or the Selling Shareholder, as applicable, and underwriters, dealers, agents or other purchasers based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering, if any public market develops. See “Plan of Distribution”.
INTERESTS OF EXPERTS
Certain technical information relating to the Corporation's material mineral properties contained within this Prospectus is based on the following technical reports prepared in accordance with NI 43-101. Each of these reports is available on SEDAR at www.sedar.com as follows:
Under Endeavour’s Profile
- The Houndé Report titled “Technical Report on the Houndé Gold Mine, Republic of Burkina Faso”, dated effective December 31, 2019, prepared by Salih Ramazan of Endeavour, Kevin Harris of Endeavour, Gerard De Hert, formerly of Endeavour and Mark Zammit of Cube Consulting Pty Ltd.
- The Ity Report titled “Technical Report on the Ity Gold Mine, Republic of Cote D’Ivoire” dated effective December 31, 2019, prepared by Salih Ramazan of Endeavour, Kevin Harris of Endeavour, Gerard De Hert, formerly of Endeavour and Mark Zammit of Cube Consulting Pty Ltd.
Under SEMAFO’s Profile
- The Tapoa Report entitled “Natougou Gold Deposit Project, Burkina Faso” dated March 23, 2016 prepared under the supervision of Neil Lincoln of Lycopodium Minerals Canada Ltd., with the participation of Marius Phillips of Lycopodium Minerals Canada Ltd., Glen Williamson of AMC Consultants (Canada) Ltd, John Graindorge of Snowden Mining Industry Consultants Pty. Ltd., Jean-Sébastien Houle of WSP Canada Inc. and Timothy Rowles of Knight Piésold Consulting.
- The Mana Report entitled “Mana Property, Burkina Faso, NI 43-101 Technical Report, Disclosing the Results of the Siou Underground Prefeasibility Study”, dated March 26, 2018, with an effective date of December 31, 2017 prepared under the supervision of Richard Gowans of Micon, with the participation of Christopher Jacobs of Micon, Eur Ing Bruce Pilcher of Micon, Jane Spooner of Micon, and Charley Murahwi of Micon.
Under Teranga’s Profile
- The Sabodala-Massawa Project Report titled “Sabodala-Massawa Project, Pre-feasibility Study, National Instrument 43-101 Technical Report”, dated August 21, 2020, prepared by Manochehr Oliazadeh of Lycopodium Minerals Canada Ltd., Sindy Cheng of Lycopodium Minerals Canada Ltd., James Christopher Lane of L&MGS Pty Ltd, Graham E. Trusler of Digby Wells Environmental Ltd., Patti Nakai-Lajoie of Endeavour and Stephen Ling of Endeavour.
- The Wahgnion Gold Report titled “Technical Report on the Wahgnion Gold Operations, Burkina Faso” dated October 31, 2018, prepared by Stephen Ling of Endeavour, Peter Mann, formerly of Teranga, Patti Nakai-Lajoie of Endeavour, Jeff Martin of EcoMetrix, David Gordon of Lycopodium Minerals Canada Ltd., William Sarunic of Xstract Mining Consultants Pty Ltd., Ian Ward of Ian Ward Consulting Services, and David Morgan of Knight Piésold Consulting.
The Qualified Persons responsible for the Mineral Reserve and Resource estimates set out in this Prospectus for Endeavour’s material properties are detailed in the following tables.
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Mineral Resources
| QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
|---|---|---|
| Kevin Harris, CPG | V.P. Resources, Endeavour | Ity (Colline Sud, La Plaque) |
| Houndé (Bouere, Dohoun, Kari Pump) | ||
| Helen Oliver, FGS, CGeol | Group Resource Geologist, Endeavour Mining | Houndé (Kari West, Kari Center, Kari South, Dafra) |
| Patti Nakai-Lajoie, P.Geo. | V.P. Mine Geology and Grade Control, Endeavour | Sabodala-Massawa (Sabodala, Masato, Golouma, Kerekounda, Maki Medina, Niakafiri East, Niakafiri West, Goumbati West – Kobokoto, Golouma North, Diadiako, Kinemba, Kourouloulou, Kouroundi, Koutouniokolla, Mamasato, Marougou, Sekoto, Soukhoto, Sofia, Massawa Central Zone, Massawa North Zone, Delya, Tina, Bambaraya) |
| Wahgnion (Nogbele North and South, Fourkoura, Samavogo, Stinger), Golden Hill | ||
| Michel Plasse, P.Geo | Group Manager, OP Geology & Reconciliation Support, Endeavour | Boungou |
| Mana (Filon 67, Fobiri, Fofina, Maoula, Siou, Wona-Kona, Yaho, Yama) | ||
| Michael Millad, AIG | Cube Consulting Pty Ltd | Ity (Ity/Flat/Walter) |
| Mark Zammit, MAIG | Principal Consultant Geologist, Cube Consulting Pty Ltd | Ity (Mont Ity/Flat/Walter, ZiaNE, Verse Ouest – Teckraie, Daapleu, Gbeitouo, Aires, Bakatouo) |
| Houndé (Vindaloo) | ||
| Paul Blackney, MAusIMM, MAIG | Principal, Optiro Consulting Pty Ltd | Kalana |
| Eugene Purich, P. Eng | P&E Mining Consultants Inc. | Karma |
Mineral Reserves
| QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
|---|---|---|
| Salih Ramazan, FAusIMM | Vice President, Mine Planning, Endeavour Mining | Ity, |
| Houndé | ||
| Mana (except for Siou and Wona underground) | ||
| Boungou | ||
| Stephen Ling, P.Eng. | Director, Integrated Strategy and Asset Performance, Endeavour | Sabodala-Massawa |
| Wahgnion | ||
| Denis Fleury, P. Eng | Chief Engineer, QP Underground, Endeavour | Mana (Siou and Wona underground) |
| Allan Earl, AWASM FAusIMM | Executive Consultant, Snowden Mining | Kalana and Fetekro |
None of the qualified persons referred to above, other than Kevin Harris, Stephen Ling, Patti Nakai-Lajoie and Salih Ramazan, who are employees of the Corporation, had any interest, direct or indirect, in any securities or other properties of the Corporation, or any of its associates or affiliates, at the time the applicable report was prepared. None of the authors of any report referred to above have received or will receive from the Corporation any properties or any securities representing more than one percent of the outstanding securities of the Corporation or of any of the Corporation's associates or affiliates.
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LEGAL MATTERS
Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters in connection with the offering of Securities will be passed upon on behalf of Endeavour by McCarthy Tétrault LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents.
AUDITORS, TRANSFER AGENT AND REGISTRAR
BDO LLP, Statutory Auditors, are the auditors of the Corporation and are independent of the Corporation within the meaning of the rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.
The audited consolidated financial statements of Old EDV as at December 31, 2019 and 2018 incorporated by reference herein have been audited by Deloitte LLP, Chartered Professional Accountants, as set forth in their independent auditor’s report thereon, and incorporated herein by reference. Deloitte LLP was the auditor of Old EDV for the years ended December 31, 2019 and 2018 and as of March 9, 2020, and throughout the period covered by the financial statements of Old EDV on which Deloitte LLP reported, Deloitte LLP was independent of Old EDV within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.
The Corporation's Canadian transfer agent and registrar is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.
PURCHASER'S STATUTORY RIGHTS
Subject to such further disclosure as may be provided in the applicable Prospectus Supplement, the following is a description of a purchaser’s statutory rights in respect of a purchase of Securities under this Prospectus. Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment (irrespective, in the case of an offering on non-fixed price basis, of the determination at a later date of the purchase price of the Securities distributed). In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.
CONTRACTUAL RIGHTS OF RESCISSION
Original purchasers of Subscription Receipts and of Debt Securities which are convertible into other securities of the Corporation or of Warrants offered separately will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such a Subscription Receipt, Debt Security or Warrant. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law. In an offering of Subscription Receipts, Debt Securities which are convertible into other securities of the Corporation or Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which such securities are offered to the public under the prospectus offering. This means that, under the
securities legislation of certain provinces, if the purchaser pays additional amounts upon a conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.
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CERTIFICATE OF ENDEAVOUR MINING PLC
Dated: July 20, 2021
This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of all provinces of Canada, other than Québec.
(Signed) Sébastien de Montessus
Chief Executive Officer & President
(Signed) Joanna Pearson
Executive Vice President & Chief Financial Officer
On Behalf of the Board of Directors
(Signed) Michael E. Beckett
Director
(Signed) Sofia Bianchi
Director
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