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Endeavour Mining PLC Interim / Quarterly Report 2023

Aug 2, 2023

5068_10-q_2023-08-02_80b1e1b2-6f9f-4b8f-82b1-fb73b18271d8.pdf

Interim / Quarterly Report

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PRODUCING GOLD THAT PROVIDES LASTING VALUE TO SOCIETY

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 June 2023 and 2022 For the three and six months ended

Expressed in Millions of United States Dollars

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/EARNINGS 4
CONSOLIDATED STATEMENT OF CASH FLOWS 5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 8
2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 8
3 ACQUISITIONS AND DIVESTITURES 9
4 EARNINGS FROM OPERATIONS 13
5 SHARE CAPITAL 14
6 FINANCIAL INSTRUMENTS AND RELATED RISKS 17
7 LONG-TERM DEBT 20
8 TRADE AND OTHER RECEIVABLES 23
9 INVENTORIES 23
10 MINING INTERESTS 24
11 OTHER FINANCIAL ASSETS 25
12 TRADE AND OTHER PAYABLES 26
13 OTHER FINANCIAL LIABILITIES 26
14 NON-CONTROLLING INTERESTS 28
15 SUPPLEMENTARY CASH FLOW INFORMATION 29
16 INCOME TAXES 30
17 SEGMENTED INFORMATION 31
18 CAPITAL MANAGEMENT 33
19 COMMITMENTS AND CONTINGENCIES 33
20 SUBSEQUENT EVENTS 34

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF ENDEAVOUR MINING PLC

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2023 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2023 which comprises the condensed interim consolidated statement of comprehensive (loss)/earnings, the condensed interim consolidated statement of cash flows, the condensed interim consolidated statement of financial position, the condensed interim consolidated statement of changes in equity and the related explanatory notes that have been reviewed.

Separate conclusion in relation to International Accounting Standard 34, "Interim Financial Reporting" as issued by the IASB.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2023 is not prepared, in all material respects, in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by the IASB.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410") and ISRE 2410 as issued by IAASB. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2 to the condensed set of financial statements included in the interim financial report, the annual financial statements of the group are prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in the interim financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".

As further explained in note 2 to the condensed set of financial statements included in the interim financial report, the group, in addition to preparing condensed interim consolidated financial statements in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting", has also applied International Accounting Standard 34, "Interim Financial Reporting" as issued by the IASB.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, and ISRE 2410 as issued by IAASB, however future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the interim financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of the financial information

In reviewing the interim report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the interim financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP Chartered Accountants London, UK 1 August 2023

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/EARNINGS

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

THREE MONTHS ENDED SIX MONTHS ENDED
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
Revenue
Revenue 4 524.1 532.1 1,005.3 1,094.9
Cost of sales
Operating expenses (201.8) (192.5) (373.2) (358.0)
Depreciation and depletion (99.5) (107.7) (201.4) (221.7)
Royalties (31.8) (31.6) (61.5) (64.7)
Earnings from mine operations 191.0 200.3 369.2 450.5
Corporate costs 4 (14.0) (6.8) (27.5) (20.8)
Other income/(expense) 4 2.6 (12.0) (2.5) (13.9)
Impairment of mining interests and goodwill 10 (14.8) (14.8)
Share-based compensation 5 (8.2) (3.1) (16.6) (10.8)
Exploration costs (14.5) (8.0) (27.0) (15.1)
Earnings from operations 142.1 170.4 280.8 389.9
Other expense
Gain/(loss) on financial instruments 6 31.1 111.2 (40.9) (66.0)
Finance costs, net 7 (17.8) (15.4) (32.7) (29.9)
Earnings before taxes 155.4 266.2 207.2 294.0
Current income tax expense 16 (91.4) (71.0) (139.6) (135.4)
Deferred income tax recovery/(expense) 16 37.2 10.5 49.0 (4.4)
Net comprehensive earnings from continuing operations 101.2 205.7 116.6 154.2
Net (loss)/earnings from discontinued operations 3 (188.6) (1.2) (183.5) 29.9
Net comprehensive (loss)/earnings (87.4) 204.5 (66.9) 184.1
Net earnings from continuing operations attributable to:
Shareholders of Endeavour Mining plc 78.0 191.3 76.8 119.3
Non-controlling interests 14 23.2 14.4 39.8 34.9
101.2 205.7 116.6 154.2
Total net (loss)/earnings attributable to:
Shareholders of Endeavour Mining plc (109.3) 189.4 (106.1) 147.2
Non-controlling interests 14 21.9 15.1 39.2 36.9
(87.4) 204.5 (66.9) 184.1
Earnings per share from continuing operations
Basic earnings per share 5 0.32 0.77 0.31 0.48
Diluted earnings per share 5 0.32 0.77 0.31 0.48
(Loss)/earnings per share
Basic (loss)/earnings per share 5 (0.44) 0.76 (0.43) 0.59
Diluted (loss)/earnings per share 5 (0.44) 0.76 (0.43) 0.59

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)

THREE MONTHS ENDED SIX MONTHS ENDED
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
Operating activities
Earnings before taxes 155.4 266.2 207.2 294.0
Non-cash items 15 112.7 15.3 309.7 328.7
Cash paid on settlement of DSUs and PSUs (0.6) (5.0) (1.1)
Cash (paid)/received on settlement of financial instruments (3.2) 1.4 (4.4) (5.6)
Income taxes paid (103.6) (55.5) (128.0) (73.7)
Operating cash flows before changes in working capital 160.7 227.4 379.5 542.3
Changes in working capital 15 (14.2) (3.1) (42.2) (64.8)
Operating cash flows generated from continuing operations 146.5 224.3 337.3 477.5
Operating cash flows generated from discontinued operations 3 12.8 27.5 27.6 76.5
Cash generated from operating activities 159.3 251.8 364.9 554.0
Investing activities
Expenditures on mining interests 15 (183.8) (110.0) (365.1) (173.7)
Changes in other assets (4.2) (1.8) (7.5)
Proceeds from sale of subsidiaries, net of cash disposed 3 (3.6) (3.6) (4.5)
Investing cash flows used by continuing operations (187.4) (114.2) (370.5) (185.7)
Investing cash flows used by discontinued operations 3 (27.0) (30.4) (44.2) (52.7)
Cash used in investing activities (214.4) (144.6) (414.7) (238.4)
Financing activities
Acquisition of shares in share buyback 5 (9.2) (6.7) (20.1) (37.8)
Payments from the settlement of tracker shares 13 (6.1) (18.4) (13.4)
Cash settlement of call-rights 13 (28.5) (28.5)
Receipts on exercise of options and warrants 1.4 5.9 17.4
Dividends paid to minority shareholders 14 (6.7)
Dividends paid to shareholders 5 (101.4) (69.3)
Proceeds of long-term debt 7 155.0 515.0 50.0
Repayment of long-term debt 7 (330.0)
Payment of financing fees and other (18.6) (14.0) (27.2) (20.1)
Repayment of lease liabilities (5.3) (4.0) (9.5) (7.1)
Settlement of contingent consideration 13 (3.7) (50.0)
Financing cash flows generated from/(used by) continuing
operations
83.6 (23.3) (70.9) (80.3)
Financing cash flows generated (used by)/from discontinued
operations
3 (0.9) (1.2) (2.1) 7.8
Cash generated from/(used in) financing activities 82.7 (24.5) (73.0) (72.5)
Effect of exchange rate changes on cash and cash equivalents 7.2 (32.5) 16.2 (52.5)
Increase/(decrease) in cash and cash equivalents 34.8 50.2 (106.6) 190.6
Cash and cash equivalents, beginning of period 809.7 1,046.6 951.1 906.2
Cash and cash equivalents, end of period 844.5 1,096.8 844.5 1,096.8

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)

Note As at
30 June
2023
As at
31 December
2022
ASSETS
Current
Cash and cash equivalents 844.5 951.1
Trade and other receivables 8 255.7 106.9
Inventories 9 281.0 320.7
Current portion of other financial assets 11 60.5 11.2
Prepaid expenses and other 41.0 56.5
1,482.7 1,446.4
Non-current
Mining interests 10 4,113.3 4,517.0
Goodwill 134.4 134.4
Other financial assets 11 144.9 87.4
Inventories 9 220.7 229.5
Total assets 6,096.0 6,414.7
LIABILITIES
Current
Trade and other payables 12 381.3 354.6
Lease liabilities 10.8 18.2
Current portion long-term debt 7 336.6
Other financial liabilities 13 13.5 89.1
Income taxes payable 243.8 247.1
649.4 1,045.6
Non-current
Lease liabilities 18.9 28.9
Long-term debt 7 1,004.2 488.1
Other financial liabilities 13 23.0 25.2
Environmental rehabilitation provision 131.2 165.0
Deferred tax liabilities 472.1 574.6
Total liabilities 2,298.8 2,327.4
EQUITY
Share capital 5 2.5 2.5
Share premium 50.7 25.6
Other reserves 5 586.6 592.4
Retained earnings 2,826.1 3,040.4
Equity attributable to shareholders of the Corporation 3,465.9 3,660.9
Non-controlling interests 14 331.3 426.4
Total equity 3,797.2 4,087.3
Total equity and liabilities 6,096.0 6,414.7

Registered No. 13280545

COMMITMENTS AND CONTINGENCIES (NOTE 19) SUBSEQUENT EVENTS (NOTE 20)

Approved by the Board: 1 August 2023

Sébastien de Montessus

Director

The accompanying notes are an integral part of these consolidated financial statements.

/s/Alison Baker Director

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)

SHARE CAPITAL
Note Share
Capital1
Share
Premium
Reserve
Other
Reserves
(Note 5)
Retained
Earnings
Total
Attributable to
Shareholders
Non-Controlling
Interests
(Note 14)
Total
At 1 January 2022 2.5 4.5 584.0 3,330.5 3,921.5 464.2 4,385.7
Purchase and cancellation of own
shares
5 (40.9) (40.9) (40.9)
Shares issued on exercise of options,
warrants and PSUs
17.4 (6.6) 32.5 43.3 43.3
Share-based compensation 5 4.8 4.8 4.8
Dividends paid 5 (69.3) (69.3) (69.3)
Dividends to non-controlling interests 14 (32.9) (32.9)
Disposal of the Karma mine 3 (9.3) (9.3)
Total net and comprehensive earnings 147.2 147.2 36.9 184.1
At 30 June 2022 2.5 21.9 582.2 3,400.0 4,006.6 458.9 4,465.5
At 1 January 2023 2.5 25.6 592.4 3,040.4 3,660.9 426.4 4,087.3
Purchase and cancellation of own
shares1
5 (20.1) (20.1) (20.1)
Shares issued on exercise of options
and PSUs1
5.9 (15.1) 13.3 4.1 4.1
Share-based compensation 5 9.3 9.3 9.3
Dividends paid 5 (101.4) (101.4) (101.4)
Dividends to non-controlling interests 14 (68.0) (68.0)
Settlement of convertible bond 7 19.2 19.2 19.2
Disposal of the Boungou and Wahgnion
mines
3 (66.3) (66.3)
Total net and comprehensive (loss)/
earnings
(106.1) (106.1) 39.2 (66.9)
At 30 June 2023 2.5 50.7 586.6 2,826.1 3,465.9 331.3 3,797.2
  1. Changes to share capital occurred, however is presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

1 DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Endeavour Mining plc (the "Company"), together with its subsidiaries (collectively, "Endeavour" or the "Group"), is a publicly listed gold mining company that operates four mines in West Africa in addition to having project development and exploration assets. Endeavour is focused on effectively managing its existing assets to maximise cash flows as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.

Endeavour's corporate office is in London, England, and its shares are listed on the London Stock Exchange ("LSE") (symbol EDV), and on the Toronto Stock Exchange ("TSX") (symbol EDV) and quoted in the United States on the OTCQX International (symbol EDVMF). The Company is incorporated in the United Kingdom and its registered office is located at 5 Young Street, London, United Kingdom, W8 5EH.

2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

a. STATEMENT OF COMPLIANCE

These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with UK adopted International Accounting Standard ("IAS") 34, Interim Financial Reporting. In addition to preparing interim financial statements in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting", the Company has also applied International Accounting Standard 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). These interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and UK adopted international accounting standards, and do not include all of the information required for full annual financial statements prepared using IFRS, and are also in accordance with the requirements of the Disclosure Guidance and Transparency Rules ("DTR") in the United Kingdom as applicable to interim financial reporting. These interim financial statements represent a 'condensed set of financial statements' as referred to in the DTR. The annual consolidated financial statements of the Group for the year ended 31 December 2022 ("annual financial statements") were prepared in accordance with UK adopted International Accounting Standards and International Financial Reporting Standards as issued by the IASB.

These interim financial statements for the three and six months ended 30 June 2023 were authorised for issue in accordance with a resolution of the Board on 1 August 2023. The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. These interim financial statements should be read in conjunction with the annual financial statements of the Company for the year ended 31 December 2022, which include information necessary or useful to understanding the Company's operations, financial performance, and financial statement presentation. In particular, the Company's significant accounting policies were presented as note 2 to the annual financial statements and have been consistently applied in the preparation of these interim financial statements.

The comparative financial information for the year ended 31 December 2022 in this interim report does not constitute statutory accounts for that year. The statutory accounts for 31 December 2022 were delivered to the Registrar of Companies in due course. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

None of the new standards or amendments to standards and interpretations applicable during the period has had a material impact on the financial position or performance of the Group. The Group has not early adopted any standard, interpretation or amendment that was issued but is not yet effective.

b. BASIS OF PREPARATION

These interim financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value at the end of each reporting period. The Company's accounting policies have been applied consistently to all periods in the preparation of these interim financial statements. In preparing the Company's interim financial statements for the three and six months ended 30 June 2023, the Company consistently applied the critical judgments and estimates as disclosed in note 3 of its annual financial statements for the year ended 31 December 2022.

These interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.

The Company's subsidiaries at 30 June 2023 are consistent with the subsidiaries as at 31 December 2022 as disclosed in note 22 to the annual financial statements, except for Boungou and Wahgnion which were disposed of on the 30 June 2023.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The Company's material operating subsidiaries at 30 June 2023 are as follows:

Principal Place of incorporation Proportion of ownership interest
and voting power held
Entity activity and operation 30 June
2023
31 December
2022
Houndé Gold Operations S.A. Gold Operations Burkina Faso 90 % 90 %
Semafo Burkina Faso S.A. ("Mana") Gold Operations Burkina Faso 90 % 90 %
Société des Mines d'Ity S.A. Gold Operations Côte d'Ivoire 85 % 85 %
Société des Mines de Lafigué SA Development projects Côte d'Ivoire 80 % 80 %
La Mancha Côte d'Ivoire SàRL Exploration Côte d'Ivoire 100 % 100 %
Sabodala Gold Operations SA Gold Operations Senegal 90 % 90 %

c. GOING CONCERN

The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least August 2024. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.

At 30 June 2023, the Group's net debt position was \$170.5 million, calculated as the difference between the current and non-current portion of long-term debt with a principal outstanding of \$1,015.0 million and cash of \$844.5 million. At 30 June 2023, the Group had undrawn credit facilities of \$130.0 million having drawn \$515.0 million on the RCF as at the end of the quarter. The Group had current assets of \$1,482.7 million and current liabilities of \$649.4 million representing a total working capital balance (current assets less current liabilities) of \$833.3 million as at 30 June 2023 after settling the convertible senior notes in February 2023 in cash. Cash flows from continuing operating activities for the three and six months ended 30 June 2023 were inflows of \$146.5 million and \$337.3 million respectively.

Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least August 2024 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include consensus analyst gold prices and production volumes in line with annual guidance.

The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at and for the period ended 30 June 2023.

3 ACQUISITIONS AND DIVESTITURES

a. DIVESTITURE OF BOUNGOU AND WAHGNION

On 30 June 2023, the Group completed the sale of its 90% interest in the Boungou and Wahgnion cash-generating units ("the disposal group") to Lilium Mining ("Lilium"). The total consideration upon sale of the disposal group included (i) \$133.1 million cash consideration to be received by 31 July 2023; (ii) \$25.0 million in deferred cash consideration payable in two instalments of \$10.0 million and \$15.0 million by the end of Q4-2023 and the end of Q1-2024, respectively; (iii) deferred cash consideration comprised of 50% of the net free cash flow generated by the Boungou mine until \$55.0 million has been paid, which is expected to occur by Q4-2024 based on the current gold price environment and mine plan; (iv) a net smelter royalty ("NSR") on Boungou commencing immediately for 4% of gold sold; and (v) a NSR on Wahgnion commencing immediately for 4% of gold sold.

The fair value of the various aspects of the consideration at the transaction closing date were as follows (all of which, except for the cash and the \$25.0 million in deferred cash consideration which is not linked to the net free cash flow generated, are classified as Level 3 fair value measurements):

  • The fair value of the cash consideration receivable by 31 July 2023 was determined to be \$133.1 million and \$16.6 million was received by 30 June 2023.
  • The fair value of deferred cash consideration payable in two instalments by Q4-2023 and Q1-2024, respectively, was determined to be \$23.9 million.
  • The fair value of the deferred cash consideration, payable on a quarterly basis, based on net free cash flow generated at the Boungou mine, was determined using a discounted cash flow approach, which resulted in a fair value of \$50.8 million.
  • The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Boungou and Wahgnion reserves at 1 January 2023. Based on the various scenarios considered, the fair value of the NSR was \$77.4 million.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The Group recognised a loss on disposal of \$177.8 million, net of tax, calculated as follows:

At 30 June
2023
Cash consideration 133.1
Deferred cash consideration 23.9
Deferred consideration 50.8
Net smelter royalties 77.4
Transaction costs (1.3)
Total proceeds 283.9
Cash and cash equivalents 20.2
Restricted cash 12.3
Trade and other receivables 28.6
Prepaid expenses and other 18.9
Inventories 59.0
Mining interests 558.6
Other long term assets 15.0
Total assets 712.6
Trade and other payables (62.6)
Other liabilities (122.0)
Total liabilities (184.6)
Net assets 528.0
Non-controlling interests (66.3)
Net assets attributable to Endeavour 461.7
Loss on disposition (177.8)

The earnings and loss for the disposal group was as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Revenue 91.3 99.8 200.8 225.5
Operating costs (71.2) (60.9) (134.1) (115.4)
Depreciation and depletion (24.6) (32.1) (53.1) (70.1)
Royalties (6.3) (6.5) (13.5) (14.4)
Other expense (1.4) (5.5) (4.0) (7.9)
Loss on disposition (177.8) (177.8)
(Loss)/earnings before taxes (190.0) (5.2) (181.7) 17.7
Deferred and current income tax expense/(recovery) 1.4 4.0 (1.8) (2.6)
Net comprehensive (loss)/earnings from discontinued
operations
(188.6) (1.2) (183.5) 15.1
Attributable to:
Shareholders of Endeavour Mining plc (187.3) (1.1) (182.9) 13.4
Non-controlling interest (1.3) (0.1) (0.6) 1.7
Total comprehensive (loss)/earnings from discontinued
operations
(188.6) (1.2) (183.5) 15.1
Net (loss)/earnings per share from discontinued operations
Basic (0.76) 0.00 (0.74) 0.05
Diluted (0.76) 0.00 (0.74) 0.05

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The cash flows from the CGU were as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Operating cash flows 12.8 27.5 27.6 71.6
Investing cash flows (27.0) (30.4) (44.2) (52.2)
Financing cash flows (0.9) (1.2) (2.1) (2.4)
Total cash flows from the disposal group included in cash flows
from discontinued operations
(15.1) (4.1) (18.7) 17.0

b. DIVESTITURE OF KARMA

On 10 March 2022, the Group completed the sale of its 90% interest in the Karma mine cash-generating unit ("CGU") to Néré Mining SA ("Néré"). The total consideration of \$20.0 million upon sale of the Karma mine included (i) a deferred cash payment of \$5.0 million to be paid six months after closing of the transaction subject to certain conditions being met; (ii) a contingent payment of up to \$10.0 million payable twelve months after closing, based on a sliding scale, linked to the average gold price; and (iii) a 2.5% NSR on all ounces produced by the Karma mine in excess of 160koz of recovered gold from 1 January 2022.

The fair value of the various aspects of the consideration at the transaction closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):

  • The fair value of the deferred cash payment payable subject to specific conditions six months after closing of the transaction was determined to be \$5.0 million.
  • The fair value of the contingent consideration was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of \$1,829 per ounce, annualised gold price volatility of 14.8%, for each of the quarters in 2022, which resulted in a fair value of \$5.0 million.
  • The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Karma reserves at 1 January 2022. Based on the various scenarios considered, the fair value of the NSR was \$10.0 million.

At 30 June 2023, the fair value of the contingent consideration was unchanged (note 8), the fair value of the NSR was \$6.5 million (31 December 2022 - \$6.5 million) (note 11), and the fair value of the deferred cash consideration was \$nil (31 December 2022 - \$nil).

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The Group recognised a gain on disposal of \$17.8 million, net of tax, calculated as follows:

At 10 March
2022
Deferred cash payment 5.0
Contingent consideration 5.0
Net smelter royalty 10.0
Total proceeds 20.0
Cash and cash equivalents 4.5
Restricted cash 3.7
Trade and other receivables 6.2
Prepaid expenses and other 1.1
Inventories 22.8
Mining interests 19.4
Other long term assets 10.3
Total assets 68.0
Trade and other payables (27.2)
Other liabilities (29.3)
Total liabilities (56.5)
Net assets 11.5
Non-controlling interests (9.3)
Net assets attributable to Endeavour 2.2
Gain on disposition 17.8

The earnings and loss for the CGU was as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
20221
Revenue 17.2
Operating costs (13.7)
Depreciation and depletion (4.8)
Royalties (1.7)
Gain on disposition 17.8
Net comprehensive earnings from discontinued operations 14.8
Attributable to:
Shareholders of Endeavour Mining plc 14.5
Non-controlling interest 0.3
Total comprehensive earnings from discontinued operations 14.8
Net (loss)/earnings per share from discontinued operations
Basic 0.00 0.00 0.00 0.06
Diluted 0.00 0.00 0.00 0.06
  1. Up to the disposal date of 10 March 2022.

The cash flows from the CGU were as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
20221
Operating cash flows 4.9
Investing cash flows (0.5)
Financing cash flows 10.2
Total cash flows from Karma included in cash flows from
discontinued operations
14.6
  1. Up to the disposal date of 10 March 2022.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

4 EARNINGS FROM OPERATIONS

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

a. REVENUE

17
Revenue
524.1 532.1 1,005.3 1,094.9
Silver revenue1 2.0 2.3 4.0 4.7
Gold revenue 522.1 529.8 1,001.3 1,090.2
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
THREE MONTHS ENDED SIX MONTHS ENDED
  1. In the three and six months ended 30 June 2022, silver revenue was recognised as a credit to operating expenses and included within cost of sales, but has been restated to be included within revenue in line with the current year presentation.

The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold to and through numerous banks and commodity market traders worldwide.

b. CORPORATE COSTS

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Employee compensation 9.1 3.2 15.4 9.4
Professional services 2.8 1.8 7.1 5.1
Other corporate expenses 2.1 1.8 5.0 6.3
Total corporate costs 14.0 6.8 27.5 20.8

c. OTHER (INCOME)/EXPENSE

THREE MONTHS ENDED SIX MONTHS ENDED
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Insurance proceeds and disturbance costs1 (9.1) 5.9 (9.1) 5.9
Impairment of receivables 2.8 2.8
Acquisition and restructuring costs2 0.7 1.3 3.6 1.5
Community contributions 0.1 0.3 0.1 1.7
Loss on disposal of assets 3.3 1.7 3.3 2.0
Legal claims and other 2.4 4.6
Other (income)/expense (2.6) 12.0 2.5 13.9
  1. Disturbance costs and insurance proceeds primarily relate to the Houndé disturbance incident that occurred in Q2-2022.

  2. Acquisition and restructuring costs have been reclassified and are now included within other expenses rather than disclosed as a separate line item on the statement of comprehensive earnings in the comparative period. These costs relate to management restructuring, advisory, legal, valuation and other professional fees.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

5 SHARE CAPITAL

2023 2022
Number Amount Number Amount
Ordinary share capital
Opening balance 246.2 2.5 248.0 2.5
Shares issued on exercise of options, warrants and PSUs 1.2 2.6
Purchase and cancellation of own shares (1.1) (2.2)
Settlement of convertible bond 0.9
Balance as at 30 June 247.2 2.5 248.4 2.5

a. ISSUED SHARE CAPITAL AS AT 30 JUNE 2023

247.2 million ordinary voting shares of \$0.01 par value

  • The Company renewed its share buyback programme for a period of one year in March 2023 whereby the Company is entitled to repurchase up to 5% of its total issued and outstanding shares as of 14 March 2023, or 12,387,688 shares. During the six months ended 30 June 2023, the Company repurchased a total of 0.8 million shares at an average price of \$24.13 for a total amount of \$20.1 million (in the six months ended 30 June 2022, the Company repurchased a total of 1.7 million shares at an average price of \$23.39 for a total amount of \$40.9 million of which \$37.8 million was paid in the six months ended 30 June 2022 with the remainder included in trade payables).
  • On 15 February 2023 the Company at its own election, issued 835,254 in shares to settle the conversion feature of the Convertible Note.

b. SHARE-BASED COMPENSATION

The following table summarises the share-based compensation expense:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Charges and change in fair value of DSUs 0.2 (0.5) 0.7 0.3
Charges and change in fair value of PSUs 8.0 3.6 15.9 10.5
Total share-based compensation1 8.2 3.1 16.6 10.8
  1. Share-based compensation includes an amount of \$7.3 million related to PSUs and DSUs recognised as liabilities with the remaining portion of \$9.3 million recognised directly in equity (for the six months ended 30 June 2022, share based compensation included an amount of \$6.0 million related to PSUs and DSUs recognised as liabilities with the remaining portion of \$4.8 million recognised directly in equity).

c. OPTIONS

Weighted
average
Options
outstanding
exercise price
(GBP)
At 1 January 2022 1,573,110 8.78
Exercised (838,500) 6.84
Expired (157,590) 19.47
At 31 December 2022 577,020 8.68
Exercised (557,280) 8.72
Expired (19,740) 12.05
At 30 June 2023

Upon acquisition of Teranga, all outstanding Teranga stock options, whether previously vested or unvested, became fully vested and were exchanged for replacement options to purchase common shares of Endeavour at a ratio of 0.47 Endeavour share options for each Teranga share option at an adjusted exercise price, with an expiry date of the earlier of (i) the original expiry date of each Teranga stock option, and (ii) the second year anniversary of the closing date of the acquisition transaction. The fair values at the acquisition date were calculated using the Black-Scholes valuation model using a volatility of 42.64% - 60.05%, a dividend yield of 2.6% and a risk free rate of 0.1%. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time up to the date of their expiry.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

During the six months ended 30 June 2023, 557,280 of the options were exercised, and the remaining 19,740 options expired and were not exercised.

d. SHARE UNIT PLANS

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

Weighted Weighted
average average
DSUs grant price PSUs grant price
outstanding (GBP) outstanding (GBP)
At 31 December 2021 170,712 10.05 3,648,777 13.57
Granted 31,279 17.58 1,485,153 15.94
Exercised (74,947) 9.59 (533,950) 10.91
Forfeited (1,058,641) 11.14
Reinvested 4,650 14.38 123,386 15.41
Added by performance factor 114,605 10.73
At 31 December 2022 131,694 12.26 3,779,330 15.54
Granted 13,512 19.43 1,643,778 17.25
Exercised (41,975) 14.04 (1,385,420) 13.80
Forfeited (405,314) 14.56
Reinvested 2,537 19.09 72,664 17.08
Added by performance factor 208,873 13.19
At 30 June 2023 105,768 12.63 3,913,911 16.87

e. DEFERRED SHARE UNITS

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

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

The fair value of the DSUs is determined based on multiplying the five day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period and is included in other financial liabilities (note 13).

f. PERFORMANCE SHARE UNITS

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

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

  • For 2023 PSU grants: 2025 targets relate to project development (12.5%), exploration targets (12.5%), net debt (10%), carbon emissions targets (7.5%) and ISO 14001 / ISO 45000 verification targets (7.5%).
  • For 2022 PSU grants: 2024 targets relate to project development (12.5%), renewable energy (7.5%), implementation of tailings storage facilities (7.5%), net debt (10%) and exploration targets (12.5%).
  • For 2021 PSU grants: 2023 targets relate to gold production (25%), capital project (12.5%), and carbon reduction and renewable energy (12.5%).

The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2022 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2022 – same).

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

g. BASIC AND DILUTED EARNINGS PER SHARE

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

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Basic weighted average number of shares outstanding 247,404,374 248,434,741 247,242,712 248,548,543
Effect of dilutive securities1
Stock options and warrants 4,677.00 626,358 41,568 973,399
Diluted weighted average number of shares outstanding 247,409,051 249,061,099 247,284,280 249,521,942
Total common shares outstanding 247,233,270 248,448,061 247,233,270 248,448,061
Total potential diluted common shares 250,654,083 253,478,737 250,654,083 253,478,737
  1. At 30 June 2023, a total of 3,913,911 PSUs (3,886,543 at 30 June 2022) could potentially dilute basic earnings per share in the future, but were not included in diluted earnings per share as all vesting conditions have not been satisfied at the end of the reporting period. The potentially dilutive impact of the convertible senior notes are anti-dilutive for all periods presented and were not included in the diluted earnings per share.

h. DIVIDENDS

During the three months ended 31 March 2023, the Company announced and paid its second interim dividend for 2022 of \$0.41 per share totalling \$101.4 million to shareholders on record at the close of business 24 February 2023 and was included in cash flows from financing activities.

During the three months ended 31 December 2022, the Company announced and paid its dividend for the first half of the 2022 fiscal year of \$0.40 per share totalling \$97.6 million included in cash flows from financing activities. The dividend was paid during the three months ended 30 September 2022 to shareholders on record at the close of business 2 September 2022.

During the three months ended 31 March 2022, the Company announced and paid its dividend for the second half of the 2021 fiscal year of \$0.28 per share totalling \$69.3 million included in cash flows from financing activities. The dividend was paid to all shareholders on record on close of business 11 February 2022.

30 June 31 December
2023 2022
Dividends declared and paid 101.4 166.9
Dividend per share 0.41 0.68

i. OTHER RESERVES

A summary of reserves is presented below:

Capital
Redemption
Reserve
Share-Based
Payment
Reserve
Merger
Reserve
Total
At 1 January 2022 0.3 87.0 496.7 584.0
Share-based compensation 4.8 4.8
Shares issued on exercise of options, warrants and PSUs (6.6) (6.6)
At 30 June 2022 0.3 85.2 496.7 582.2
At 1 January 2023 0.3 95.4 496.7 592.4
Share-based compensation 9.3 9.3
Shares issued on exercise of options, warrants and PSUs (15.1) (15.1)
At 30 June 2023 0.3 89.6 496.7 586.6

NATURE AND PURPOSE OF OTHER RESERVES

CAPITAL REDEMPTION RESERVE

The capital redemption reserve represents the cumulative nominal amount of shares cancelled, following the share buyback by the Company.

SHARE-BASED PAYMENT RESERVE

Share-based payment reserve represents the cumulative share-based payment expense for the Company's share option schemes net of amounts transferred to retained earnings on exercise or cancellation of instruments under the Company's share option scheme.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

MERGER RESERVE

The merger reserve contains the difference between the share capital of the Company and the net assets of Endeavour Mining Corporation ("EMC"), the previous parent company of the Group, as at the date when the shareholders of EMC transferred all of their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in Endeavour Mining plc (the "Reorganisation"), and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.

6 FINANCIAL INSTRUMENTS AND RELATED RISKS

a. FINANCIAL ASSETS AND LIABILITIES

The Group's financial instruments are classified as follows:

Financial
assets/
liabilities at
amortised cost
Financial
instruments at
fair value
through profit
and loss
('FVTPL')
Cash and cash equivalents X
Trade and other receivables X
Restricted cash X
Marketable securities X
Consideration receivable X
Other financial assets X
Trade and other payables X
Other financial liabilities X X
Call-rights X
Contingent consideration X
Senior Notes X
Embedded derivative on Senior Notes X
Revolving credit facilities X
Derivative financial assets and liabilities X
Convertible Notes X
Conversion option on Convertible Notes X

The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the Senior Notes which have a fair value of approximately \$443.9 million (31 December 2022 – \$426.8 million).

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

Classification of financial assets and liabilities

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

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

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

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

As at each of 30 June 2023 and 31 December 2022, the levels in the fair value hierarchy into which the Group's financial assets and liabilities measured and recognised in the condensed interim consolidated statement of financial position at fair value are categorised as follows:

AS AT 30 JUNE 2023
Note Level 1
Input
Level 2
Input
Level 3
Input
Aggregate
Fair Value
Assets:
Cash and cash equivalents 844.5 844.5
Restricted cash 11 28.1 28.1
Marketable securities 5.0 5.0
Derivative financial assets 11 2.5 2.5
Other financial assets 11 40.1 134.7 174.8
Total 877.6 42.6 134.7 1,054.9
Liabilities:
Derivative financial instruments 13 (10.2) (10.2)
Other financial liabilities 13 (8.4) (8.4)
Total (18.6) (18.6)
AS AT 31 DECEMBER 2022
Note Level 1
Input
Level 2
Input
Level 3
Input
Aggregate
Fair Value
Assets:
Cash and cash equivalents 951.1 951.1
Restricted cash 11 39.5 39.5
Marketable securities 5.4 5.4
Derivative financial assets 11 6.9 6.9
Other financial assets 11 40.7 12.2 52.2
Total 996.0 47.6 12.2 1,055.1
Liabilities:
Call-rights 13 (19.5) (19.5)
Contingent consideration 13 (49.4) (49.4)
Conversion option on Convertible Notes 7 (4.3) (4.3)
Derivative financial instruments 13 (5.2) (5.2)
Other financial liabilities 13 (20.0) (20.0)
Total (98.4) (98.4)

There were no transfers between level 1 and 2 during the period. The fair value of level 3 financial assets were determined using Monte Carlo or discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results at the disposed mine.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

b. GAIN/(LOSS) ON FINANCIAL INSTRUMENTS

THREE MONTHS ENDED SIX MONTHS ENDED
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
Fair value gain/(loss) on conversion option on Convertible 7 31.7 (14.9) 13.7
Loss on change in fair value of warrant liabilities (3.3)
Loss on early redemption feature on Senior Notes 7 (0.6) (4.6)
(Loss)/gain on change in fair value of call rights 13 (4.7) 5.6 (9.0) 1.2
Gain/(loss) on change in fair value of contingent consideration 13 0.2 (0.6) 0.6
Loss on foreign exchange (0.4) (34.1) (5.3) (52.0)
Realised gain/(loss) on gold collar and forward contracts 6 1.1 1.4 (4.7) (5.6)
Unrealised gain/(loss) on gold collar and forward contracts 6 33.9 106.3 (6.7) (16.7)
Realised gain on foreign currency contracts 6 1.4 2.7
Unrealised loss on foreign currency contracts 6 (1.4) (2.5)
Gain on other financial instruments 1.2 0.7 0.1 0.7
Total gain/(loss) on financial instruments 31.1 111.2 (40.9) (66.0)

Financial instrument risk exposure

The Group's activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Group examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks. There have been no significant changes to the financial instrument risk exposure as disclosed in note 8 of its annual financial statements for the year ended 31 December 2022.

CURRENCY RISK

During the year ended 31 December 2022, the Group entered into foreign currency contracts ("foreign currency contracts") to protect a portion of the forecasted capital expenditures at the Lafigué and BIOX® projects (note 19) against foreign currency fluctuations. The foreign currency contracts represent forecast capital expenditures of Euro 148.4 million at a blended rate of 1USD:0.98EUR, and AUD 58.9 million at a blended rate of 1USD:1.46AUD, over a 23 month construction period. The foreign currency contracts were not designated as a hedge by the Group and are recorded at its fair value at the end of each reporting period.

As at 30 June 2023, the foreign currency contracts had a fair value of \$2.5 million of which \$2.5 million was recognised as a current financial asset (note 11). In the three and six months ended 30 June 2023, the Group recognised an unrealised loss of \$1.4 million and \$2.5 million, respectively, due to the change in fair value of the foreign currency contracts (three and six months ended 30 June 2022 - \$nil), and a realised gain of \$1.4 million and \$2.7 million, respectively, upon settlement of foreign currency contracts during the period (three and six months ended 30 June 2022 - \$nil). The Company has not hedged any of its other exposure to foreign currency risks.

COMMODITY PRICE RISK

Gold Collar

In the year ended 31 December 2021, the Group implemented a deferred premium collar strategy ("Collar") using written call options and bought put options with a floor price of \$1,750 and a ceiling price of \$2,100 per ounce. The Collar covers a total of 600,008 ounces of which 300,004 were settled quarterly in 2022 with the remaining ounces to be settled on a quarterly basis in 2023. In January 2023, the Group acquired an additional Collar for 450,000 ounces with written call options and bought put options having a floor price of \$1,800 and a ceiling price of \$2,400 per ounce respectively to be settled equally on a quarterly basis throughout 2024. As at 30 June 2023, the Collar consisted of 600,002 remaining ounces and had a fair value of \$3.8 million which is included in derivative financial liabilities (note 13) with \$0.8 million classified as current (31 December 2022 - \$1.8 million current asset). The Collar was not designated as a hedge by the Group and recorded at its fair value at the end of each reporting period. Due to a change in the fair value of the gold collars, the Group recognised for the six months ended 30 June 2023 an unrealised loss of \$5.6 million (six months ended 30 June 2022 - unrealised loss of \$10.3 million) and an unrealised gain for the three months ended 30 June 2023 of \$19.5 million (three months ended 30 June 2022 - unrealised gain of \$33.5 million).

Forward contracts

During the year ended 31 December 2021, the Group entered into forward contracts for 120,000 ounces at an average gold price of \$1,860 per ounce which were settled quarterly during the year ended 31 December 2022.

During the year ended 31 December 2022, the Group entered into forward contracts for 398,627 ounces of production in 2022 at average gold prices of \$1,826 per ounce, and 120,000 ounces of production in 2023 at average gold prices of

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

\$1,829 per ounce. At inception, the 2022 additional forward sales were weighted towards the first quarter, with forward sales contracts for approximately 200,000 ounces at an average price of \$1,817 per ounce, and the remaining approximately 200,000 ounces, at an average gold price of \$1,827 per ounce, being equally weighted through the rest of 2022. The 2022 forward sales were subsequently restructured and all settled in 2022. The settlement of the 2023 forward sales are distributed evenly throughout the year.

During the three months ended 31 March 2023 the Group entered into additional gold forward contracts for 70,000 ounces at an average gold price of \$2,032 per ounce to be settled equally in the first two quarters of 2024.

At 30 June 2023, the forward contracts consisted of 130,000 ounces outstanding at average gold prices of \$1,829 to \$2,041 per ounce, and had a fair value of \$6.3 million classified as a derivative financial liabilities (note 13) with the entire amount classified as current (31 December 2022 - \$5.2 million current derivative financial liability). Due to changes in the fair values of the forwards, the Group recognised in the three and six months ended 30 June 2023 an unrealised gain of \$14.4 million and a unrealised loss of \$1.1 million, respectively (three and six months ended 30 June 2022 unrealised gain of \$72.8 million and an unrealised loss of \$6.4 million, respectively). In the three and six months ended 30 June 2023 the Group realised a gain of \$1.1 million and a loss of \$4.7 million respectively (three and six months ended 30 June 2022 - realised gain of \$1.4 million and an unrealised loss of \$5.6 million, respectively).

7 LONG-TERM DEBT

30 June 31 December
2023 2022
Senior Notes (a)(b) 496.1 495.0
Revolving credit facilities (c) 515.0
Deferred financing costs (6.9) (6.9)
Convertible Notes (d) 332.3
Conversion option (e) 4.3
Total debt 1,004.2 824.7
Less: Long-term debt (1,004.2) (488.1)
Current portion of long-term debt 336.6

The Group incurred the following finance costs in the period:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Interest expense, net 16.1 12.7 28.1 24.7
Amortisation of deferred facility fees 0.8 0.4 1.4 0.9
Commitment, structuring and other fees 0.9 2.3 3.2 4.3
Total finance costs, net 17.8 15.4 32.7 29.9

a. SENIOR NOTES

On 14 October 2021, the Company completed an offering of \$500.0 million fixed rate senior notes (the "Senior Notes") due in 2026. The Senior Notes are listed on the Global Exchange Market ("GEM") which is the exchange-regulated market of The Irish Stock Exchange plc trading as Euronext Dublin of Euronext Dublin and to trading on the GEM of Euronext Dublin.

The Senior Notes bear interest at a coupon rate of 5% per annum payable semi-annually in arrears on 14 April and 14 October each year. The Senior Notes mature on 14 October 2026, unless redeemed earlier or repurchased in accordance with the terms of the Senior Notes.

The key terms of the Senior Notes include:

  • Principal amount of \$500.0 million.
  • Coupon rate of 5% payable on a semi-annual basis.
  • The term of the Senior Notes is five years, maturing in October 2026.
  • The Senior Notes are reimbursable through the payment of cash.

For accounting purposes, the Company measures the Senior Notes at amortised cost, accreting to maturity over the term of the Senior Notes. The early redemption feature on the Senior Notes is an embedded derivative and is accounted for as a financial instrument measured at fair value through profit or loss, with changes in fair value at each subsequent

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

reporting period being recognised in earnings (note 6). The early redemption feature on the Senior Notes includes an optional redemption from October 2023 through to maturity at a redemption price ranging from 102.5% to 100% of the principal. Prior to October 2023, the Company may redeem up to 40% of the Senior Notes from proceeds of an equity offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 30 June 2023 was \$nil (31 December 2022 - \$nil million).

Covenants on the Senior Notes include certain restrictions on indebtedness, restricted payments, liens, or distributions from certain companies in the Group. In addition, should the rating of the Senior Notes be downgraded as a result of a change of control (defined as the sale or transfer of 50% or more of the common shares or the transfer of all or substantially all the assets of the Group), the Group is obligated to repurchase the Senior Notes at an equivalent price of 101% of the principal amount plus the accrued interest to repurchase date, if requested to do so by any creditor.

The liability component of the Senior Notes has an effective interest rate of 5.68% (31 December 2022 - 5.68%) and was as follows:

30 June
2023
31 December
2022
Liability component at beginning of the period/inception 495.0 492.7
Interest expense in the period 13.6 27.3
Less: interest payments in the period (12.5) (25.0)
Total 496.1 495.0

b. EMBEDDED DERIVATIVE ON SENIOR NOTES

Derivative financial assets include the early redemption feature on the Senior Notes which is accounted for as a financial instrument at fair value through profit and loss. The embedded derivative had a fair value of \$nil at 30 June 2023 (31 December 2022 - \$nil). No gain or loss was recognised for the three and six months ended 30 June 2023 (for the three and six months ended 30 June 2022 - a loss of \$0.6 million and \$4.6 million respectively).

c. REVOLVING CREDIT FACILITIES

Concurrent with the completion of the offering of the Senior Notes above, the Company entered into a \$500.0 million unsecured revolving credit facility agreement (the "RCF") with a syndicate of international banks. During the three months ended 31 March 2022, the Company drew down \$50.0 million on the RCF, which was then fully repaid in August 2022. During the year ended 31 December 2022, the Company increased the principal amount from \$500.0 million to \$575.0 million. The principal amount was further increased to \$645.0 million during the six months ended 30 June 2023, and \$515.0 million has been drawn during the period and is outstanding at the end of the period. The amount has been classified as non-current based on the contracted terms, and that there was no breach of covenants as of 30 June 2023; however management expect to settle a substantial portion of the outstanding amount within 12 months from 30 June 2023.

The key terms of the RCF include:

  • Principal amount of \$645.0 million.
  • Interest accrues on a sliding scale of between USD SOFR plus 2.40% to 3.40% based on the Company's leverage ratio.
  • Commitment fees for the undrawn portion of the RCF of 35% of the applicable margin which is based on leverage (0.84% based on currently available margin).
  • The RCF matures on 15 October 2025.
  • The principal outstanding on the RCF is repayable as a single bullet payment on the maturity date.
  • Banking syndicate includes Société Générale, ING, Citibank N.A., BNP Paribas, Macquarie Bank Ltd, Barclays Bank, HSBC and BMO.

Covenants on the RCF include:

  • Interest cover ratio as measured by ratio of EBITDA to finance cost for the trailing twelve months to the end of a quarter shall not be less than 3.0:1.0
  • Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0

d. CONVERTIBLE NOTES

On 8 February 2018, the Company completed a private placement of convertible senior notes with a total principal amount of \$330.0 million due in February 2023 (the "Convertible Notes"). The initial conversion rate was 41.84 of the Company's common shares ("Shares") per \$1,000 note, or an initial conversion price of approximately \$23.90 (CAD\$29.47) per share.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The conversion rate of the Convertible Notes was subsequently adjusted as a result of the dividends declared and paid by the Company, and the new conversion rate at 31 December 2022 is 44.47 of the Company's common shares per \$1,000 note, and equates to a conversion price of approximately \$22.49 (CAD\$29.54) per share.

The Convertible Notes accrued interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year.

On 15 February 2023, the Company repaid the principal amount outstanding under the Convertible Notes of \$330.0 million in cash and elected to issue a further 835,254 in shares to settle the conversion option of the Convertible Notes.

For accounting purposes, the Company measured the Convertible Notes at amortised cost, accreting to maturity over the term of the Convertible Notes. The conversion option on the Convertible Notes was an embedded derivative and was accounted for as a financial liability measured at fair value through profit or loss.

The liability component for the Convertible Notes prior to settlement had an effective interest rate of 6.2% (31 December 2022: 6.2%) and the movement for the year is as follows:

30 June
2023
31 December
2022
Liability component at beginning of the year 332.3 321.8
Interest expense in the period 2.6 20.4
Less: interest and capital payments in the period (334.9) (9.9)
Total 332.3

e. CONVERSION OPTION

On 15 February 2023, the Company elected to issue 835,254 in shares to settle the conversion option of the Convertible Notes.

Prior to settlement, the conversion option related to the Convertible Notes was recorded at fair value, using a convertible bond valuation model, taking account of the observed market price of the Convertible Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Convertible Notes as at 31 December 2022, which was then calibrated to the total fair value of the Convertible Notes: volatility of 20%, term of the conversion option 0.13 years, a dividend yield of 2.5%, credit spread of 3.44%, and a share price of CAD\$28.98.

During the three and six months ended 30 June 2023, a loss of \$14.9 million was recognised due to fair value adjustments on the convertible note option (for the three and six months ended 30 June 2022 – unrealised gain of \$31.7 million and an unrealised gain of \$13.7 million, respectively).

30 June 31 December
2023 2022
Conversion option at beginning of the year 4.3 34.6
Fair value adjustment 14.9 (30.3)
Settlement of conversion option (19.2)
Conversion option at end of the period 4.3

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

8 TRADE AND OTHER RECEIVABLES

30 June 31 December
2023 2022
VAT receivable (a) 64.3 71.2
Receivables for gold sales 10.6 4.4
Other receivables (b) 37.5 17.6
Consideration receivable (c) 140.4
Advance payments of royalties 2.9 13.7
Total 255.7 106.9

a. VAT RECEIVABLE

VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso and Senegal. These balances are expected to be collected in the next twelve months. In the six months ended 30 June 2023, the Group collected \$45.6 million of outstanding VAT receivables (in the year ended 31 December 2022: \$115.2 million), through the sale of its VAT receivables to third parties or reimbursement from the tax authorities.

b. OTHER RECEIVABLES

Other receivables at 30 June 2023 includes a dividend receivable of \$16.9 million from Semafo Boungou S.A. which is a permitted pre-acquisition payment defined under the sales and purchase agreement related to the sale of Boungou mine, a receivable of \$2.5 million (31 December 2022 – \$4.8 million) related to the sale of equipment at Ity to third parties, an amount of \$5.9 million (31 December 2022 – \$5.9 million) receivable from Allied Gold Corp Limited ("Allied") related to the sale of the Agbaou mine, an amount of \$5.0m (31 December 2022 - \$5.0 million recognised in other financial assets) receivable from Néré related to the sale of the Karma mine, and other receivables from third parties. All these amounts are non-interest bearing and are expected to be settled in the next 12 months.

c. CONSIDERATION RECEIVABLE

Consideration receivable includes security backed cash consideration of \$116.5 million due one month following the sale (\$16.6 million was received by 30 June 2023) and deferred cash consideration of \$23.9 million receivable from Lilium following the sale of the Boungou and Wahgnion mines. Refer to note 3 for further detail.

9 INVENTORIES

30 June 31 December
2023 2022
Doré bars 17.6 32.2
Gold in circuit 14.0 12.0
Ore stockpiles 354.3 361.5
Spare parts and supplies 115.8 144.5
Total inventories 501.7 550.2
Less: Non-current stockpiles (220.7) (229.5)
Current portion of inventories 281.0 320.7

As at 30 June 2023 and 31 December 2022, there were no provisions to adjust inventory to net realisable value.

The cost of inventories recognised as an expense in the three and six months ended 30 June 2023 was \$301.3 million and \$574.6 million, respectively, and was included in cost of sales (three and six months ended 30 June 2022 – \$300.2 million and \$579.7 million respectively).

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

10 MINING INTERESTS

MINING INTERESTS
Note Depletable Non
depletable1
Property, plant
and
equipment
Assets under
construction
Total
Cost
Balance as at 1 January 2022 3,632.1 1,084.6 1,919.1 67.3 6,703.1
Additions 212.6 73.8 47.0 212.8 546.2
Transfers 125.1 (82.1) 71.8 (114.8)
Change in estimate of environmental
rehabilitation provision
10.1 7.0 17.1
Disposal of Karma 3 (186.0) (248.7) (0.5) (435.2)
Disposals2 (5.1) (0.7) (14.5) (0.7) (21.0)
Balance as at 31 December 2022 3,788.8 1,082.6 1,774.7 164.1 6,810.2
Additions 153.1 15.9 48.1 211.1 428.2
Transfers 29.8 (29.8) 8.1 (8.1)
Disposals (1.8) (5.0) (6.8)
Disposal of Boungou and Wahgnion 3 (1,058.8) (133.1) (530.1) (11.4) (1,733.4)
Balance as at 30 June 2023 2,911.1 935.6 1,295.8 355.7 5,498.2
Accumulated Depreciation
Balance as at 1 January 2022 889.6 148.3 685.0 1,722.9
Depreciation/depletion 417.3 221.8 639.1
Impairment 347.6 12.7 360.3
Disposal of Karma 3 (168.0) (247.8) (415.8)
Disposals2 (13.3) (13.3)
Balance as at 31 December 2022 1,486.5 161.0 645.7 2,293.2
Depreciation/depletion 147.4 106.0 253.4
Impairment3 14.8 14.8
Disposals (1.7) (1.7)
Disposal of Boungou and Wahgnion 3 (815.2) (133.1) (226.5) (1,174.8)
Balance as at 30 June 2023 818.7 42.7 523.5 1,384.9
Carrying amounts
At 31 December 2022 2,302.3 921.6 1,129.0 164.1 4,517.0
At 30 June 2023 2,092.4 892.9 772.3 355.7 4,113.3
  1. Exploration costs for the period was \$53.7 million of which \$26.7 million is included in additions to non-depletable and depletable mining interests with the remaining \$27.0 million expensed as exploration costs.

  2. Disposals for the year ended 31 December 2022 relate primarily to the sale of exploration permits with a carrying value of \$5.8 million, termination of an office lease with a right of use asset of \$0.7 million, and disposal of mobile equipment with a carrying value of \$0.3 million.

  3. Certain exploration and evaluation assets were impaired to its recoverable amount resulting in an impairment charge of \$14.8 million.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

The Group's right-of-use assets consist of buildings, plant and equipment and its various segments which are right-of-use assets under IFRS 16, Leases. These have been included within the property, plant and equipment category above.

Plant and
equipment Buildings Total
Balance as at 1 January 2022 38.0 15.6 53.6
Additions 3.4 6.3 9.7
Depreciation for the year (4.8) (4.3) (9.1)
Disposals (0.2) (0.5) (0.7)
Balance as at 31 December 2022 36.4 17.1 53.5
Additions 1.9 1.9
Depreciation for the period (10.0) (0.5) (10.5)
Disposal of Wahgnion and Boungou (6.1) (2.4) (8.5)
Balance as at 30 June 2023 22.2 14.2 36.4

11 OTHER FINANCIAL ASSETS

Other financial assets are comprised of:

Note 30 June
2023
31 December
2022
Restricted cash (a) 28.1 39.5
Net smelter royalties (b)
3
83.9 6.5
Deferred consideration (b)
3
50.8
Contingent consideration (c)
3
5.0
Derivative financial assets
6
2.5 6.9
Other financial assets (d) 40.1 40.7
Total other financial assets 205.4 98.6
Less: Non-current other financial assets (144.9) (87.4)
Current portion of other financial assets 60.5 11.2

a. RESTRICTED CASH

Restricted cash primarily includes balances held as security to cover estimated rehabilitation provisions as required by local governments. These amounts are not available for use for general corporate purposes.

b. NET SMELTER ROYALTIES AND DEFERRED CONSIDERATION

The balance at 30 June 2023 consists of the fair value of NSRs and deferred consideration receivable from Lilium for the sale of Wahgnion and Boungou (note 3) to the value of \$77.4 million and \$50.8 million million, respectively (31 December 2022 - \$ nil), and the fair value of the NSR receivable from Néré for the sale of the Karma mine of \$6.5 million (31 December 2022 - \$6.5 million). All amounts are classified as non-current with the exception of \$40.0 million deferred consideration receivable from Lilium and \$18.0 million which is included as current financial assets.

c. CONTINGENT CONSIDERATION

The contingent consideration of \$5.0 million receivable from Néré related to the sale of the Karma mine has been reclassified to other receivables included in note 8.

d. OTHER FINANCIAL ASSETS

Other financial assets at 30 June 2023 and 31 December 2022 include \$40.1 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine. The Company has the option to sell the shares back to Allied at a price of \$50.0 million until the earlier of Allied completing an IPO or 31 December 2023, but the put option cannot be exercised prior to 1 October 2023.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

12 TRADE AND OTHER PAYABLES

30 June
2023
31 December
2022
Trade accounts payable 237.7 252.3
Minority dividends payable 62.9 6.7
Royalties payable 31.2 38.2
Payroll and social payables 23.4 43.8
Other payables 26.1 13.6
Total trade and other payables 381.3 354.6

13 OTHER FINANCIAL LIABILITIES

30 June 31 December
Note 2023 2022
DSU liabilities
5
2.5 2.7
PSU liabilities (a)
5
3.4 13.9
Repurchased shares (a) 2.5 3.4
Derivative financial liabilities
6
10.2 5.2
Call-rights (b) 19.5
Contingent consideration (c) 49.4
Other long-term liabilities 17.9 20.2
Total other financial liabilities 36.5 114.3
Less: Non-current other financial liabilities (23.0) (25.2)
Current portion of other financial liabilities 13.5 89.1

a. PSU LIABILITIES AND REPURCHASED SHARES

EMPLOYEE BENEFIT TRUST SHARES

Prior to the Company listing on the LSE, the Group established an Employee Benefits Trust (the "EBT") in connection with the Group's employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the year ended 31 December 2021, the EBT acquired 0.6 million outstanding common shares from certain employees of the Group which remain held in the EBT at 30 June 2023.

EGC TRACKER SHARES

Upon vesting of PSUs, certain employees convert the vested PSU awards into EGC tracker shares, whereby upon exercise, a subsidiary of the Company is obligated to pay the employees cash for the fair value of the underlying shares of the Company ("EGC tracker shares") at the date of exercise. The fair value of EGC tracker shares was \$2.5 million at 30 June 2023 (31 December 2022 - \$3.4 million) and is included in current other financial liabilities with changes in the fair value of the underlying shares recognised in earnings in the period. During the six months ended 30 June 2023, additional EGC tracker shares with a value of \$14.7 million were issued, an increase in the fair value of \$2.8 million was recognised, and a payment of \$18.4 million was made in relation to the settlement of these shares (During the year ended 31 December 2022, additional EGC tracker shares with a value of \$20.8 million were issued, a decrease in the fair value of \$1.2 million was recognised, and a payment of \$29.4 million was made in relation to the settlement of these shares).

EGC tracker shares
outstanding
Weighted average
grant price (GBP)
At 31 December 2021 605,970 17.21
Granted 877,795 17.60
Exercised (1,323,983) 17.41
At 31 December 2022 159,782 17.67
Granted 681,823 17.52
Exercised (739,277) 17.64
At 30 June 2023 102,328 17.52

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

PSU LIABILITIES

PSU liabilities are recognised at fair value at 30 June 2023, with \$3.0 million included in current other financial liabilities at 30 June 2023 (31 December 2022 - \$10.7 million) as they are expected to be settled in the next 12 months. The remaining \$0.4 million (31 December 2022 - \$3.2 million) is classified as non-current other liabilities.

b. CALL-RIGHTS

Upon acquisition of Teranga, the Group acquired all previously issued and outstanding Teranga call-rights and were exchanged for replacement Endeavour call-rights at a ratio of 0.47 Endeavour call-rights for each Teranga call-right at an adjusted exercise price of C\$14.90 to reflect the impact of dividends paid.

The call-rights are required to be settled in cash at the difference between Endeavour's five-day volume weighted average trading price on the exercise date and the exercise price of C\$14.90. The call-rights expire on 4 March 2024. The callrights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments. On 11 April 2023, all outstanding call-rights were settled in cash for \$28.5 million. The average market price at the time of exercise was C\$ 35.13.

A reconciliation of the change in fair value of the call-rights current liability is as follows:

Number of call
rights
Amount
Balance as at 1 January 2022 1,880,000 19.2
Added upon acquisition of Teranga
Change in fair value 0.3
Balance as at 31 December 2022 1,880,000 19.5
Change in fair value 9.0
Settlement (1,880,000) (28.5)
Balance as at 30 June 2023

The fair value of the call-rights were calculated using the Black-Scholes option pricing model with the following assumptions:

As at 31 December 2022
Valuation date share price1 C\$ 29.11
Fair value per call-right C\$ 14.1
Exercise price C\$ 14.89
Risk-free interest rate 4.01 %
Expected share market volatility 29 %
Expected life of call-rights (years) 1.18
Dividend yield 2.5 %
Number of call-rights exercisable 1,880,000
  1. Represents five-day volume weighted average trading price of the Company's common shares on the TSX.

c. CONTINGENT CONSIDERATION

As part of the acquisition of Teranga, Endeavour recognised contingent consideration related to Teranga's acquisition of Massawa (Jersey) Limited. The contingent consideration is linked to future gold prices and is payable to Barrick Gold Corporation in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.

In the three and six months ended 30 June 2023, the Group recognised a loss on change in fair value of nil and \$0.6 million (in the three and six months ended 30 June 2022 - a gain of \$0.2 million and a gain of \$0.6 million, respectively). The Company settled the contingent consideration amount of \$50.0 million and included the outflow as part of cash used in financing activities with \$46.3 million settled in the three months ended 31 March 2023 and a further \$3.7 million settled in the three months 30 June 2023. .

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

14 NON-CONTROLLING INTERESTS

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

Ity Mine
(15%)
Houndé
Mine
(10%)
Mana Mine
(10%)
Sabodala
Massawa
Mine
(10%)
Other1 Total
(continuing
operations)
Karma Mine
(10%)
Boungou
Mine
(10%)
Wahgnion
Mine
(10%)
Total
(all
operations)
At 31 December 2021 56.3 32.6 43.9 212.5 7.1 352.4 9.0 45.4 57.4 464.2
Net earnings/(loss) 24.2 19.2 5.7 14.0 63.1 0.3 (10.3) (17.7) 35.4
Dividend distribution (6.9) (18.3) (4.9) (31.0) (61.1) (2.4) (0.4) (63.9)
Disposal of the Karma
mine2
(9.3) (9.3)
31 December 2022 73.6 33.5 44.7 195.5 7.1 354.4 32.7 39.3 426.4
Net earnings/(loss) 21.7 8.6 2.9 6.6 39.8 (1.0) 0.4 39.2
Dividend distribution (19.0) (24.6) (19.3) (62.9) (5.1) (68.0)
Disposal of the Boungou
and Wahgnion mine2
(26.6) (39.7) (66.3)
At 30 June 2023 76.3 17.5 28.3 202.1 7.1 331.3 331.3
  1. Exploration, Corporate, Projects and Kalana segments are included in the "other" category.

  2. For further details refer to note 3.

During the year ended 31 December 2022, the Ity, Houndé, Mana, Boungou, Sabodala-Massawa and Wahgnion mines declared dividends to their shareholders. Dividends to minority shareholders amounted to \$63.9 million of which \$6.7 million was paid within the three months ended 31 March 2023 leaving no amounts outstanding.

During the six months ended 30 June 2023, the Ity, Houndé, Mana and Boungou mines declared dividends to their shareholders. Dividends to minority shareholders for continuing operations amounted to \$62.9 million and reflects as still outstanding in trade and other payables.

For summarised information related to these subsidiaries, refer to note 17, Segmented Information.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

15 SUPPLEMENTARY CASH FLOW INFORMATION

a. NON-CASH ITEMS

Below is a reconciliation of non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2023 and 30 June 2022:

THREE MONTHS ENDED SIX MONTHS ENDED
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
Depreciation and depletion 99.5 107.7 201.4 221.7
Impairment of mining interests and goodwill 14.8 14.8
Finance costs
7
17.8 15.4 32.7 29.9
Share-based compensation
5
8.2 3.1 16.6 10.8
(Gain)/Loss on financial instruments
6
(31.1) (111.2) 40.9 66.0
Other expenses
Loss on disposal of assets 3.5 0.3 3.3 0.3
Total non-cash items 112.7 15.3 309.7 328.7

b. CHANGES IN WORKING CAPITAL

Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2023 and 30 June 2022:

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Trade and other receivables 2.2 (4.3) (14.6) (14.1)
Inventories (20.9) (0.8) (29.2) (24.6)
Prepaid expenses and other 8.3 2.9 3.7 (0.3)
Trade and other payables (3.8) (0.9) (2.1) (25.8)
Changes in working capital (14.2) (3.1) (42.2) (64.8)

c. EXPENDITURES ON MINING INTERESTS

Expenditures on mining interests per the consolidated statement of cash flows for the three and six months ended 30 June 2023 and 30 June 2022 include:

THREE MONTHS ENDED SIX MONTHS ENDED
Note 30 June
2023
30 June
2022
30 June
2023
30 June
2022
Additions/expenditures on mining interests 10 (223.6) (140.3) (428.2) (229.0)
Non-cash additions to right-of-use assets 10 1.9 1.3
Change in working capital1 14.3 18.6 2.2
(209.3) (140.3) (407.7) (225.5)
Discontinued operations 25.5 30.3 42.6 51.8
Expenditures on mining interests (183.8) (110.0) (365.1) (173.7)
  1. The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures incurred at the Lafigué and Sabodala-Massawa BIOX® projects.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

16 INCOME TAXES

The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Some subsidiaries of the Group are not subject to corporate taxation in the Cayman Islands. However, the taxable earnings of the corporate entities in Barbados, Burkina Faso, British Virgin Islands, Canada, Côte d'Ivoire, Mauritius, Mali, Senegal, Monaco, France, and the United Kingdom are subject to tax under the tax law of the respective jurisdiction. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. From time to time the Group is subject to a review of its income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Group's business conducted within the country involved. Management evaluates each of the assessments and recognises a provision based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal or arbitrative process. In the event that management's estimate of the future resolution of these matters change over time, the Group will recognise the effects of the changes in its interim financial statements in the period that such changes occur.

Tax expense for the three and six months ended 30 June 2023 was \$54.2 million and \$90.6 million, respectively (for the three and six months ended 30 June 2022 - \$60.5 million and \$139.8 million, respectively).

THREE MONTHS ENDED SIX MONTHS ENDED
30 June
2023
30 June
2022
30 June
2023
30 June
2022
Earnings before taxes 155.4 266.2 207.2 294.0
Average domestic tax rate1 22 % 22 % 22 % 22 %
Income tax expense based on average domestic tax rates 34.2 58.6 45.6 64.7
Reconciling items:
Rate differential2 4.0 (16.4) 21.3 22.7
Effect of foreign exchange rate changes on deferred taxes3 (2.3) 18.8 (7.1) 29.2
Permanent differences4 0.9 (12.1) 3.1 5.0
Mining convention benefits5 (0.7) (2.5) (0.8) (7.2)
Effect of withholding taxes6 11.6 23.8 11.6 23.8
True up and tax amounts paid in respect of prior years (2.2) (5.9) 0.5 (5.4)
Effect of changes in deferred tax assets and losses not
recognised/utilised
7.4 2.7 17.6 2.6
Other 1.3 (6.5) (1.2) 4.4
Income tax expense 54.2 60.5 90.6 139.8
Current tax expense (91.4) (71.0) (139.6) (135.4)
Deferred tax recovery/(expense) 37.2 10.5 49.0 (4.4)
  1. The average domestic tax rate is calculated using the average statutory tax rate applicable in the jurisdictions in which the Group has operating entities. 2. Rate differential reflects the difference between tax expense calculated at the average domestic tax rate of 22%, and the tax expense/ (recovery)

calculated using the statutory tax rate applicable to each entity, of which some are in (higher)/lower tax rate jurisdictions.

  1. The effect of foreign exchange rate changes on deferred taxes reflects the adjustment to the deferred taxes for changes in the foreign exchange rates in the opening balance and on the movements during the year.

  2. Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial statements.

  3. The Group benefits from a mining convention benefit at its Ity mine whereby earnings generated from certain permits are not subject to tax in Côte d'Ivoire.

  4. The effect of withholding taxes includes a withholding tax expense recognised upon declaration of intercompany dividends and loans.

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

17 SEGMENTED INFORMATION

The Group operates in four principal countries, Burkina Faso (Houndé and Mana mines), Côte d'Ivoire (Ity mine, Lafigué project), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group's results by operating segment in the way information is provided to and used by the Company's chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the earnings/(loss) segmented information below. Exploration, the Kalana Project, the Lafigué project and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics at 30 June 2023.

Ity
Mine
Houndé
Mine
Mana
Mine
Sabodala
Massawa
Mine
Other Total
Revenue
Revenue 171.5 139.8 63.0 149.8 524.1
Cost of sales
Operating expenses (58.2) (58.6) (41.6) (43.4) (201.8)
Depreciation and depletion (17.8) (18.6) (17.5) (43.2) (2.4) (99.5)
Royalties (9.7) (9.9) (3.7) (8.5) (31.8)
Earnings/(loss) from mine operations 85.8 52.7 0.2 54.7 (2.4) 191.0
THREE MONTHS ENDED 30 JUNE 2022
Ity
Mine
Houndé
Mine
Mana Mine Sabodala
Massawa
Mine
Other Total
Revenue
Revenue 140.8 158.7 99.8 132.8 532.1
Cost of sales
Operating expenses (55.8) (49.1) (41.8) (45.8) (192.5)
Depreciation and depletion (12.5) (20.2) (24.9) (47.2) (2.9) (107.7)
Royalties (7.0) (11.1) (6.1) (7.4) (31.6)
Earnings/(loss) from mine operations 65.5 78.3 27.0 32.4 (2.9) 200.3
SIX MONTHS ENDED 30 JUNE 2023
Ity
Mine
Houndé
Mine
Mana
Mine
Sabodala
Massawa
Mine
Other Total
Revenue
Revenue 347.6 233.7 149.5 274.5 1,005.3
Cost of sales
Operating expenses (115.0) (97.5) (83.2) (77.5) (373.2)
Depreciation and depletion (43.2) (30.5) (39.3) (83.6) (4.8) (201.4)
Royalties (19.5) (17.2) (9.1) (15.7) (61.5)
Earnings/(loss) from mine operations 169.9 88.5 17.9 97.7 (4.8) 369.2

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

SIX MONTHS ENDED 30 JUNE 2022
Ity
Mine
Houndé
Mine
Mana Mine Sabodala
Massawa
Mine
Other Total
Revenue
Revenue 282.4 298.3 204.4 309.8 1,094.9
Cost of sales
Operating expenses (101.0) (90.6) (87.3) (79.0) (0.1) (358.0)
Depreciation and depletion (28.0) (38.5) (51.2) (98.5) (5.5) (221.7)
Royalties (14.9) (20.3) (12.2) (17.3) (64.7)
Earnings/(loss) from mine operations 138.5 148.9 53.7 115.0 (5.6) 450.5

Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 30 June 2023 or 30 June 2022.

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

Ity Houndé Sabodala
Massawa
Mine Mine Mana Mine Mine
Côte d'Ivoire Burkina Faso Burkina Faso Senegal Other Total
Balances as at 30 June 2023
Current assets 409.9 204.6 233.5 300.6 334.1 1,482.7
Mining interests 448.9 483.0 412.7 1,994.5 774.2 4,113.3
Goodwill 39.6 94.8 134.4
Other long-term assets 62.5 47.0 10.8 128.6 116.7 365.6
Total assets 921.3 734.6 696.6 2,518.5 1,225.0 6,096.0
Current liabilities 171.5 94.0 92.0 211.6 80.3 649.4
Other long-term liabilities 48.2 56.8 66.4 386.6 1,091.4 1,649.4
Total liabilities 219.7 150.8 158.4 598.2 1,171.7 2,298.8
For the period ended 30 June 2023
Additions/expenditures on mining interests 60.5 48.4 36.6 118.3 121.4 428.2
Discontinued Operations
Ity
Mine
Côte
d'Ivoire
Houndé
Mine
Burkina
Faso
Mana Mine
Burkina
Faso
Sabodala
Massawa
Mine
Senegal
Boungou
Mine
Burkina
Faso
Wahgnion
Mine
Burkina
Faso
Other Total
Balances as at 31 December 2022
Current assets 288.8 229.4 212.5 259.0 120.5 65.1 271.1 1,446.4
Mining interests 409.4 463.1 414.2 1,969.2 254.2 313.1 693.8 4,517.0
Goodwill 39.6 94.8 134.4
Other long-term assets 63.3 45.6 9.8 122.1 9.9 18.9 47.3 316.9
Total assets 761.5 738.1 676.1 2,445.1 384.6 397.1 1,012.2 6,414.7
Current liabilities 126.3 67.8 56.9 210.9 42.0 50.1 491.6 1,045.6
Other long-term liabilities 68.7 61.0 80.5 396.9 68.1 28.6 578.0 1,281.8
Total liabilities 195.0 128.8 137.4 607.8 110.1 78.7 1,069.6 2,327.4
For the period ended 30 June 2022
Additions/expenditures on mining
interests
19.3 23.9 35.3 80.1 21.5 28.4 20.5 229.0

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

18 CAPITAL MANAGEMENT

The Group's objectives of capital management are to safeguard the entity's ability to support the Group's normal operating requirements on an ongoing basis, continue the development and exploration of its mining interests and support any expansionary plans.

In the management of capital, the Group includes the components of equity, finance obligations, and long-term debt, net of cash and cash equivalents and restricted cash.

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

30 June
2023
31 December
2022
Equity 3,797.2 4,087.3
Current portion of long-term debt 336.6
Long-term debt 1,004.2 488.1
Lease liabilities 29.7 47.1
4,831.1 4,959.1
Less:
Cash and cash equivalents (844.5) (951.1)
Restricted cash (28.1) (39.5)
Total 3,958.5 3,968.5

The Group manages its capital structure and adjusts it considering changes in its economic environment and the risk characteristics of the Group's assets. To effectively manage the entity's capital requirements, the Group has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Group has the appropriate liquidity to meet its operating and growth objectives, as well as to provide shareholder returns. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Group is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Senior Notes. As at 30 June 2023 and 31 December 2022, the Group was in compliance with these covenants.

19 COMMITMENTS AND CONTINGENCIES

The Group has commitments in place at all four of its mines and as at 30 June 2023, the Group had approximately \$85.0 million in commitments relating to ongoing capital projects at its various mines.

During 2022, the Group launched the expansion of the Sabodala-Massawa mine by supplementing the current CIL plant with a BIOX®plant as well as the construction of the Lafigué project. As at 30 June 2023, the Group has approximately \$96.8 million and \$92.8 million in commitments outstanding respectively.

From time to time, the Group is involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties and current or former employees. The Group and its legal counsel consider the merits of each claim and the probable outcome but intends to vigorously defend itself against the claims. For those claims that the Group considers it probable that the judgement will not be in its favour and there will be an outflow of cash as a result, the Group has recognised a provision for the claim based on management's best estimate of the amount that will be required to settle the provision. The Group does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason thereof, will have a material effect on the financial condition or future results of operations.

The Group's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Group believes its operations are materially in compliance with all applicable laws and regulations. The Group has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream"). Under the Sabodala stream, the Group is required to deliver 783 ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered to Franco-Nevada (the "Fixed Delivery Period") based on the

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

Sabodala separate production plan prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6% of production from the Group's existing properties in Senegal (excluding Massawa) could result in a credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period, the Group is required to deliver 6% of production from the Group's existing properties in Senegal (excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement, Franco-Nevada pays the Group cash at the date of delivery for the equivalent of the prevailing spot price of gold on 20% of the ounces delivered. Revenue is recognised on actual proceeds received. The Group delivered 2,350 ounces during the period three months ended 30 June 2023 and as at 30 June 2023, 79,110 ounces are still to be delivered under the Fixed Delivery Period.

20 SUBSEQUENT EVENTS

Share buyback programme

Subsequent to 30 June 2023 and up to 1 August 2023, the Group has repurchased a total of 15,900 shares at an average price of \$24.10 for total cash outflows of \$0.4 million.

Lafigue financing

On 13 July 2023, the Group secured a local term loan to support the ongoing development of the Lafigue project with a group of local banking partners within the West African Economic Zone ("UEMOA") for \$167.1 million.

Dividend declaration

On 1 August 2023, the Company declared and the Board of Directors approved an interim dividend totalling \$100.0 million. The dividend will be paid on 26 September 2023 to shareholders on record on 1 September 2023.

Security backed cash consideration receipts

Subsequent to 30 June 2023 and up to 1 August 2023, the Group has received a further \$16.7 million against the secured cash consideration receivable related to the sale of Boungou and Wahgnion with the outstanding \$100.0 million expected in due course.