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Endeavour Mining PLC Interim / Quarterly Report 2023

May 4, 2023

5068_rns_2023-05-04_399ede05-de85-4a2b-89e9-f38b8c369f43.pdf

Interim / Quarterly Report

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ENDEAVOUR
MINING

PRODUCING GOLD THAT PROVIDES LASTING VALUE TO SOCIETY

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 31 March 2023 and 2022

Expressed in Millions of United States Dollars

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CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS/(LOSS) 2
CONSOLIDATED STATEMENT OF CASH FLOWS 3
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 6
  2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 6
  3. ACQUISITIONS AND DIVESTITURES 7
  4. EARNINGS FROM OPERATIONS 9
  5. SHARE CAPITAL 10
  6. FINANCIAL INSTRUMENTS AND RELATED RISKS 13
  7. LONG-TERM DEBT 16
  8. TRADE AND OTHER RECEIVABLES 18
  9. INVENTORIES 19
  10. MINING INTERESTS 19
  11. OTHER FINANCIAL ASSETS 20
  12. TRADE AND OTHER PAYABLES 21
  13. OTHER FINANCIAL LIABILITIES 21
  14. NON-CONTROLLING INTERESTS 23
  15. SUPPLEMENTARY CASH FLOW INFORMATION 23
  16. INCOME TAXES 24
  17. SEGMENTED INFORMATION 25
  18. CAPITAL MANAGEMENT 26
  19. COMMITMENTS AND CONTINGENCIES 27
  20. SUBSEQUENT EVENTS 27

CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS/(LOSS)

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

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Revenue
Revenue 4 590.6 688.9
Cost of sales
Operating expenses (234.3) (220.2)
Depreciation and depletion (130.4) (152.0)
Royalties (36.9) (41.0)
Earnings from mine operations 189.0 275.7
Corporate costs 4 (13.5) (14.0)
Other expense 4 (5.7) (2.2)
Share-based compensation 5 (8.4) (7.7)
Exploration costs (12.5) (7.1)
Earnings from operations 148.9 244.7
Other expense
Loss on financial instruments 6 (72.9) (178.8)
Finance costs, net 7 (16.0) (15.2)
Earnings before taxes 60.0 50.7
Current income tax expense 16 (49.8) (74.7)
Deferred income tax recovery/(expense) 16 10.2 (11.2)
Net comprehensive earnings/(loss) from continuing operations 20.4 (35.2)
Net earnings from discontinued operations 3 14.8
Net comprehensive earnings/(loss) 20.4 (20.4)
Net earnings/(loss) from continuing operations attributable to:
Shareholders of Endeavour Mining plc 3.8 (56.7)
Non-controlling interests 14 16.6 21.5
20.4 (35.2)
Total net earnings/(loss) attributable to:
Shareholders of Endeavour Mining plc 3.8 (42.2)
Non-controlling interests 14 16.6 21.8
20.4 (20.4)
Earnings/(Loss) per share from continuing operations
Basic earnings/(loss) per share 5 0.02 (0.23)
Diluted earnings/(loss) per share 5 0.02 (0.23)
Earnings/(Loss) per share
Basic earnings/(loss) per share 5 0.02 (0.17)
Diluted earnings/(loss) per share 5 0.02 (0.17)

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


CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENT OF

CASH FLOWS

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Operating activities
Earnings before taxes 60.0 50.7
Non-cash items 15 227.5 353.7
Cash paid on settlement of DSUs and PSUs (4.4) (1.1)
Cash paid on settlement of financial instruments (1.2) (7.0)
Income taxes paid (39.7) (28.7)
Operating cash flows before changes in working capital 242.2 367.6
Changes in working capital 15 (36.6) (70.2)
Operating cash flows generated from continuing operations 205.6 297.4
Operating cash flows generated from discontinued operations 3 4.9
Cash generated from operating activities 205.6 302.3
Investing activities
Expenditures on mining interests 15 (198.5) (85.2)
Changes in other assets (1.8) (3.6)
Proceeds from sale of subsidiaries, net of cash disposed 3 (4.5)
Investing cash flows used by continuing operations (200.3) (93.3)
Investing cash flows used by discontinued operations 3 (0.5)
Cash used in investing activities (200.3) (93.8)
Financing activities
Acquisition of shares in share buyback 5 (10.9) (31.1)
Payments from the settlement of shares 13 (12.3) (13.4)
Proceeds on exercise of options and warrants 5.9 16.0
Dividends paid to minority shareholders 14 (6.7)
Dividends paid to shareholders 5 (101.4) (69.3)
Proceeds of long-term debt 7 360.0 50.0
Repayment of long-term debt 7 (330.0)
Payment of financing fees and other (9.0) (6.1)
Repayment of lease liabilities (5.0) (4.3)
Settlement of contingent consideration 13 (46.3)
Financing cash flows used by continuing operations (155.7) (58.2)
Financing cash flows generated from/(used by) discontinued operations 3 10.2
Cash used in financing activities (155.7) (48.0)
Effect of exchange rate changes on cash and cash equivalents 9.0 (20.0)
(Decrease)/increase in cash and cash equivalents (141.4) 140.5
Cash and cash equivalents, beginning of year 951.1 906.2
Cash and cash equivalents, end of period 809.7 1,046.7

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


CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)

Note As at 31 March 2023 As at 31 December 2022
ASSETS
Current
Cash and cash equivalents 809.7 951.1
Trade and other receivables 8 118.4 106.9
Inventories 9 326.3 320.7
Current portion of other financial assets 11 3.7 11.2
Prepaid expenses and other 58.9 56.5
1,317.0 1,446.4
Non-current
Mining interests 10 4,593.7 4,517.0
Goodwill 134.4 134.4
Other financial assets 11 85.2 87.4
Inventories 9 233.7 229.5
Total assets 6,364.0 6,414.7
LIABILITIES
Current
Trade and other payables 12 349.4 354.6
Lease liabilities 17.2 18.2
Current portion long-term debt 7 336.6
Other financial liabilities 13 64.2 89.1
Income taxes payable 259.5 247.1
690.3 1,045.6
Non-current
Lease liabilities 24.3 28.9
Long-term debt 7 854.0 488.1
Other financial liabilities 13 44.5 25.2
Environmental rehabilitation provision 165.9 165.0
Deferred tax liabilities 564.4 574.6
Total liabilities 2,343.4 2,327.4
EQUITY
Share capital 5 2.5 2.5
Share premium 50.7 25.6
Other reserves 5 579.6 592.4
Retained earnings 2,944.8 3,040.4
Equity attributable to shareholders of the Corporation 3,577.6 3,660.9
Non-controlling interests 14 443.0 426.4
Total equity 4,020.6 4,087.3
Total equity and liabilities 6,364.0 6,414.7

Registered No. 13280545
COMMITMENTS AND CONTINGENCIES (NOTE 19)
SUBSEQUENT EVENTS (NOTE 20)

Approved by the Board: 3 May 2023

/s/Sébastien de Montessus
Director

/s/Alison Baker
Director

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


CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(EXRESSED IN MILLIONS OF UNITED STATES DOLLARS)

Note SHARE CAPITAL Other Reserves (Note 5) (Deficit)/Retained Earnings Total Attributable to Shareholders Non-Controlling Interests (Note 14) Total
Share Capital¹ Share Premium Reserve
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 (31.1) (31.1) (31.1)
Shares issued on exercise of options, warrants and PSUs 16.0 (6.6) 32.2 41.6 41.6
Share-based compensation 5 1.1 1.1 1.1
Dividends paid 5 (69.3) (69.3) (69.3)
Disposal of the Karma mine 3 (9.3) (9.3)
Total net and comprehensive earnings (42.2) (42.2) 21.8 (20.4)
At 31 March 2022 2.5 20.5 578.5 3,220.1 3,821.6 476.7 4,298.3
At 1 January 2023 2.5 25.6 592.4 3,040.4 3,660.9 426.4 4,087.3
Purchase and cancellation of own shares¹ 5 (10.9) (10.9) (10.9)
Shares issued on exercise of options and PSUs¹ 5.9 (15.1) 12.9 3.7 3.7
Share-based compensation 5 2.3 2.3 2.3
Dividends paid 5 (101.4) (101.4) (101.4)
Settlement of convertible bond 7 19.2 19.2 19.2
Total net and comprehensive earnings 3.8 3.8 16.6 20.4
At 31 March 2023 2.5 50.7 579.6 2,944.8 3,577.6 443.0 4,020.6
  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.


6

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE 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 six mines in West Africa in addition to having project development and exploration assets. Endeavour is focused on effectively managing its existing assets to maximise cash flows as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.

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

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 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 International Accounting Standards Board ("IASB").

These interim financial statements for the three months ended 31 March 2023 were authorised for issue in accordance with a resolution of the Board on 3 May 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 will be 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 months ended 31 March 2023, the Company 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 31 March 2023 are consistent with the subsidiaries as at 31 December 2022 as disclosed in note 22 to the annual financial statements.


7

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The Company's material operating subsidiaries at 31 March 2023 are as follows:

Entity Principal activity Place of incorporation and operation Proportion of ownership interest and voting power held
31 March 2023 31 December 2022
Houndé Gold Operations S.A. Gold Operations Burkina Faso 90 % 90 %
Semafo Boungou S.A. Gold Operations Burkina Faso 90 % 90 %
Semafo Burkina Faso S.A. ("Mana") Gold Operations Burkina Faso 90 % 90 %
Wahgnion Gold Operations SA Gold Operations Burkina Faso 90 % 90 %
Société des Mines d'Ity S.A. Gold Operations Côte d'Ivoire 85 % 85 %
Société des Mines de Lafigue 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 May 2024. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.

At 31 March 2023, the Group's net debt position was $50.3 million, calculated as the difference between the current and non-current portion of long-term debt with a principal outstanding of $860.0 million and cash of $809.7 million. At 31 March 2023, the Group had undrawn credit facilities of $285.0 million having drawn $360.0 million on the RCF in the quarter during which it also increased the facility from $575.0 million to $645.0 million. The Group had current assets of $1,317.0 million and current liabilities of $690.3 million representing a total working capital balance (current assets less current liabilities) of $626.7 million as at 31 March 2023 after settling the convertible senior notes in February 2023 in cash. Cash flows from operating activities for the three months ended 31 March 2023 were inflows of $205.6 million.

Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least May 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 31 March 2023.

3 ACQUISITIONS AND DIVESTITURES

a. DIVESTITURE OF KARMA

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

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

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

At 31 March 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).


CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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
31 March 2023 31 March 2022¹
Revenue 17.2
Operating costs (13.6)
Depreciation and depletion (4.8)
Royalties (1.7)
Other income 17.7
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 earnings per share from discontinued operations
Basic 0.00 0.06
Diluted 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
31 March 2023 31 December 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.

9

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Gold revenue 588.2 686.2
Silver revenue^{1} 2.4 2.7
Revenue 17 590.6 688.9
  1. In the three months ended 31 March 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
31 March 2023 31 March 2022
Employee compensation 6.3 6.2
Professional services 4.3 3.3
Other corporate expenses 2.9 4.5
Total corporate costs 13.5 14.0

c. OTHER EXPENSE

THREE MONTHS ENDED
31 March 2023 31 March 2022
Acquisition and restructuring costs^{1} 2.9 0.2
Community contributions 1.4
Gain on disposal of assets 0.6
Provision for legal claims and other 2.8
Other expense 5.7 2.2
  1. 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.

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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 1.3 2.4
Purchase and cancellation of own shares (0.8) (1.8)
Settlement of convertible bond 0.9
Balance as at 31 March 247.6 2.5 248.6 2.5

a. ISSUED SHARE CAPITAL AS AT 31 MARCH 2023

247.6 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 three months ended 31 March 2023, the Company repurchased a total of 0.5 million shares at an average price of $22.67 for a total amount of $10.9 million (in the three months ended 31 March 2022, the Company repurchased a total of 1.3 million shares at an average price of $23.64 for a total amount of $31.1 million).
  • On 15 February 2023 the Company at its own election, issued 835,254 in shares to settle the conversion feature of the Convertible Note.

b. SHARE-BASED COMPENSATION

The following table summarises the share-based compensation expense:

THREE MONTHS ENDED
31 March 2023 31 March 2022
Charges and change in fair value of DSUs 0.5 0.8
Charges and change in fair value of PSUs 7.9 6.9
Total share-based compensation¹ 8.4 7.7
  1. Share-based compensation includes an amount of $6.6 million related to PSUs and DSUs recognised as liabilities with the remaining portion of $2.3 million recognised directly in equity (for the three months ended 31 March 2022, share based compensation included an amount of $6.6 million related to PSUs and DSUs recognised as liabilities with the remaining portion of $1.1 million recognised directly in equity).

c. OPTIONS

Options outstanding Weighted average 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 31 March 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.

10


11

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

During the three months ended 31 March 2023, 557,280 of the options were exercised, and the remaining 19,740 options expired unexercised.

d. SHARE UNIT PLANS

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

DSUs outstanding Weighted average grant price (GBP) PSUs outstanding Weighted average grant price (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 6,997 19.43 1,633,518 17.25
Exercised (21,178) 14.04 (1,385,420) 13.80
Forfeited (400,568) 14.56
Reinvested 2,537 19.09 72,664 17.08
Added by performance factor 208,873 13.19
At 31 March 2023 120,050 12.50 3,908,397 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).


12

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

g. BASIC AND DILUTED EARNINGS PER SHARE

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

THREE MONTHS ENDED
31 March 2023 31 March 2022
Basic weighted average number of shares outstanding 247,079,254 248,319,675
Effect of dilutive securities¹
Stock options and warrants 79,599 1,324,152
Diluted weighted average number of shares outstanding 247,158,853 249,643,827
Total common shares outstanding 247,566,470 248,629,902
Total potential diluted common shares 250,984,769 252,562,111
  1. At 31 March 2023, a total of 3,908,397 PSUs (2,584,816 at 31 March 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 year 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 period 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.

31 March 2023 31 December 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 1.1 1.1
Shares issued on exercise of options, warrants and PSUs (6.6) (6.6)
At 31 March 2022 0.3 81.5 496.7 578.5
At 1 January 2023 0.3 95.4 496.7 592.4
Share-based compensation 2.3 2.3
Shares issued on exercise of options, warrants and PSUs (15.1) (15.1)
At 31 March 2023 0.3 82.6 496.7 579.6

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.


13

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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 assessments/ 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
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 $421.9 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).


CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

As at each of 31 March 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:

Note AS AT 31 MARCH 2023 Aggregate Fair Value
Level 1 Input Level 2 Input Level 3 Input
Assets:
Cash and cash equivalents 809.7 809.7
Restricted cash 11 38.3 38.3
Marketable securities 5.8 5.8
Derivative financial assets 11 4.0 4.0
Other financial assets 11 40.0 6.6 46.6
Total 853.8 44.0 6.6 904.4
Liabilities:
Call-rights 13 (23.8) (23.8)
Derivative financial instruments 13 (44.0) (44.0)
Other financial liabilities 13 (13.2) (13.2)
Total (81.0) (81.0)
Note AS AT 31 DECEMBER 2022 Aggregate Fair Value
--- --- --- --- --- ---
Level 1 Input Level 2 Input Level 3 Input
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 40.0 12.2 52.2
Total 996.0 46.9 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.


CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

b. LOSS ON FINANCIAL INSTRUMENTS

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Fair value loss on conversion option on Convertible Notes 7 (14.9) (18.0)
Loss on change in fair value of warrant liabilities 13 (3.3)
Loss on early redemption feature on Senior Notes 7 (4.0)
Loss on change in fair value of call rights 13 (4.3) (4.4)
(Loss)/gain on change in fair value of contingent consideration 13 (0.6) 0.4
Loss on foreign exchange (5.8) (19.5)
Realised loss on gold collar and forward contracts 6 (5.8) (7.0)
Unrealised loss on gold collar and forward contracts 6 (40.6) (123.0)
Realised gain on foreign currency contracts 6 1.3
Unrealised loss on foreign currency contracts 6 (1.1)
Loss on other financial instruments (1.1)
Total loss on financial instruments (72.9) (178.8)

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 has 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 31 March 2023, the foreign currency contracts had a fair value of $4.0 million of which $3.7 million was recognised as a current financial asset (note 11). In the three months ended 31 March 2023, the Group recognised an unrealised loss of $1.1 million due to the change in fair value of the foreign currency contracts, and a realised gain of $1.3 million upon settlement of foreign currency contracts during the period (31 March 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 31 March 2023, the Collar had a fair value of $23.3 million which is included in derivative financial liabilities (note 13) with $10.5 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. The Group recognised an unrealised loss of $25.1 million due to a change in fair value of the collar for the three months ended 31 March 2023 (31 March 2022 - $43.8 million loss).

Forward contracts

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

During the year ended 31 December 2022, the Group entered into additional forward contracts for 398,627 ounces of production in 2022 and 120,000 ounces of production in 2023 at average gold prices of $1,826 per ounce and $1,829 per ounce, respectively. At inception, the 2022 additional forward sales were weighted towards the first quarter, with forward sales contracts for approximately 200,000 ounces at an average price of $1,817 per ounce, and the remaining approximately 200,000 ounces, at an average gold price of $1,827 per ounce, being equally weighted through the rest of 2022. The settlement of the 2023 forward sales are equally weighted through the year. During the period ended 31

15


16

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

March 2022, the Group restructured 165,000 ounces of the forward contracts and these, together with an additional 4,924 ounces, were subsequently settled in the second quarter of 2022 for no realised gain or loss.

In the year ended 31 December 2022, the remaining forward contracts for 348,703 ounces were settled.

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 31 March 2023, the forward contracts consisted of 160,000 ounces outstanding at average gold prices of $1,829 to $2,032 per ounce, and had a fair value of $20.7 million classified as a derivative financial liabilities (note 13) with $19.3m classified as current (31 December 2022 - $5.2 million current derivative financial liability). In the three months ended 31 March 2023 the Company recognised an unrealised loss of $15.5 million and a realised loss of $5.8 million, respectively (three months ended 31 March 2022 - unrealised loss of $79.2 million and a realised loss of $7.0 million, respectively).

7 LONG-TERM DEBT

31 March 2023 31 December 2022
Senior Notes (a)(b) 501.7 495.0
Revolving credit facilities (c) 360.0
Deferred financing costs (7.7) (6.9)
Convertible Notes (d) 332.3
Conversion option (e) 4.3
Total debt 854.0 824.7
Less: Long-term debt (854.0) (488.1)
Current portion of long-term debt 336.6

The Group incurred the following finance costs in the period:

THREE MONTHS ENDED
31 March 2023 31 March 2022
Interest expense, net 13.1 12.7
Amortisation of deferred facility fees 0.6 0.5
Commitment, structuring and other fees 2.3 2.0
Total finance costs, net 16.0 15.2

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 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


17

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 31 March 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:

31 March 2023 31 December 2022
Liability component at beginning of the period/inception 495.0 492.7
Interest expense in the period 6.7 27.3
Less: interest payments in the period (25.0)
Total 501.7 495.0

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 31 March 2023 (31 December 2022 - $nil). No gain or loss was recognised for the three months ended 31 March 2023 (for the three months ended 31 March 2022 - a loss of $4.1 million).

c. REVOLVING CREDIT FACILITIES

Concurrent with the completion of the offering of the Senior Notes above, the Company entered into a $500.0 million unsecured revolving credit facility agreement (the "RCF") with a syndicate of international banks. 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 three months ended 31 March 2023, and $360.0 million was drawn down on the RCF which was still outstanding at the end of the period.

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.

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.


18

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

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

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 as reflected in 7e.

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 at 31 March 2023 had an effective interest rate of 6.2% (31 December 2022: 6.2%) and was as follows:

31 March 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 months ended 31 March 2023, a loss of $14.9 million was recognised due to fair value adjustments on the convertible note option (for the three months ended 31 March 2022 – unrealised loss of $18.0 million).

31 March 2023 31 December 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

8 TRADE AND OTHER RECEIVABLES

31 March 2023 31 December 2022
VAT receivable (a) 80.2 71.2
Receivables for gold sales 11.1 4.4
Other receivables (b) 20.2 17.6
Advance payments of royalties 6.9 13.7
Total 118.4 106.9

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 three months ended 31 March 2023, the Group collected $13.9 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 31 March 2023 include a receivable of $3.1 million (31 December 2022 – $4.8 million) related to the sale of equipment at lty 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 -


19

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

$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.

9 INVENTORIES

31 March 2023 31 December 2022
Doré bars 21.8 32.2
Gold in circuit 17.4 12.0
Ore stockpiles 372.3 361.5
Spare parts and supplies 148.5 144.5
Total inventories 560.0 550.2
Less: Non-current stockpiles (233.7) (229.5)
Current portion of inventories 326.3 320.7

As at 31 March 2023 and 31 December 2022, there were no provisions to adjust inventory to net realisable value. The cost of inventories recognised as expense in the three months ended 31 March 2023 was $364.7 million and was included in cost of sales (three months ended 31 March 2022 - $372.2 million).

10 MINING INTERESTS

Note MINING INTERESTS Property, plant and equipment Assets under construction Total
Depletable Non-depletable^{1}
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)
Disposals^{2} (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 75.9 6.5 18.0 104.2 204.6
Transfers 20.3 (20.3) 3.5 (3.5)
Balance as at 31 March 2023 3,885.0 1,068.8 1,796.2 264.8 7,014.8
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)
Disposals^{2} (13.3) (13.3)
Balance as at 31 December 2022 1,486.5 161.0 645.7 2,293.2
Depreciation/depletion 70.3 57.6 127.9
Balance as at 31 March 2023 1,556.8 161.0 703.3 2,421.1
Carrying amounts
At 31 December 2022 2,302.3 921.6 1,129.0 164.1 4,517.0
At 31 March 2023 2,328.2 907.8 1,092.9 264.8 4,593.7
  1. Exploration costs for the period was $22.1 million of which $9.6 million is included in additions to non-depletable and depletable mining interests with the remaining $12.5 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, disposal of right of use assets with a net book value of $0.7 million due to the termination of an office lease, and disposal of mobile equipment with a net book value of $0.3 million.

20

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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 (7.2) (0.5) (7.7)
Balance as at 31 March 2023 31.1 16.6 47.7

11 OTHER FINANCIAL ASSETS

Other financial assets are comprised of:

Note 31 March 2023 31 December 2022
Restricted cash (a) 38.3 39.5
Net smelter royalty (b) 3 6.5 6.5
Contingent consideration (c) 3 5.0
Derivative financial assets 6 4.0 6.9
Other financial assets (d) 40.1 40.7
Total other financial assets 88.9 98.6
Less: Non-current other financial assets (85.2) (87.4)
Current portion of other financial assets 3.7 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

The balance at 31 March 2023 consists of 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) which is included in non-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 31 March 2023 and 31 December 2022 include $40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine. The Company has extended the option to sell the shares back to Allied at a price of $50.0 million until the earlier of Allied completing an IPO or 31 December 2023, but the put option cannot be exercised prior to 1 October 2023. The Company has classified the shares of Allied as a non-current financial asset.


CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

12 TRADE AND OTHER PAYABLES

31 March 2023 31 December 2022
Trade accounts payable 277.5 259.0
Royalties payable 31.4 38.2
Payroll and social payables 20.8 43.8
Other payables 19.7 13.6
Total trade and other payables 349.4 354.6

13 OTHER FINANCIAL LIABILITIES

Note 31 March 2023 31 December 2022
DSU liabilities 5 2.9 2.7
PSU liabilities (a) 5 2.4 13.9
Repurchased shares (a) 7.9 3.4
Derivative financial liabilities 6 44.0 5.2
Call-rights (b) 23.8 19.5
Contingent consideration (c) 49.4
Other long-term liabilities 27.7 20.2
Total other financial liabilities 108.7 114.3
Less: Non-current other financial liabilities (44.5) (25.2)
Current portion of other financial liabilities 64.2 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 31 March 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 $7.9 million at 31 March 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 three months ended 31 March 2023, additional EGC tracker shares with a value of $14.7 million were issued, an increase in the fair value of $2.1 million was recognised, and a payment of $12.3 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 (514,064) 17.69
At 31 March 2023 327,541 17.34

21


22

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

PSU LIABILITIES

PSU liabilities are recognised at fair value at 31 March 2023, with $2.2 million included in current other financial liabilities at 31 March 2023 (31 December 2022 - $10.7 million) as they are expected to be settled in the next 12 months. The remaining $0.2 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 call-rights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments.

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

Number of call-rights Amount
Balance as at 1 January 2022 1,880,000 19.2
Change in fair value 0.3
Balance as at 31 December 2022 1,880,000 19.5
Change in fair value 4.3
Balance as at 31 March 2023 1,880,000 23.8

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

As at 31 March 2023 As at 31 December 2022
Valuation date share price¹ C$ 32.26 C$ 29.11
Fair value per call-right C$ 17.14 C$ 14.1
Exercise price C$ 14.89 C$ 14.89
Risk-free interest rate 3.71 % 4.01 %
Expected share market volatility 34 % 29 %
Expected life of call-rights (years) 0.93 1.18
Dividend yield 2.5 % 2.5 %
Number of call-rights exercisable 1,880,000 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 ("Barrick") in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.

In the three months ended 31 March 2023, the Group recognised a loss on change in fair value of $0.6 million (in the three months ended 31 March 2022 - a loss of $0.4 million). On 8 March 2023, the Company settled the contingent consideration amount of $46.3 million and included the outflow as part of cash used in financing activities in the three months ended 31 March 2023 with $3.8 million reflected in trade payables.


CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(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%) Boungou Mine (10%) Sabodala-Massawa Mine (10%) Wahgnion Mine (10%) Other¹ Total (continuing operations) Discontinued operations Total (all operations)
At 31 December 2021 56.3 32.6 43.9 45.4 212.5 57.4 7.1 455.2 9.0 464.2
Net earnings/(loss) 24.2 19.2 5.7 (10.3) 14.0 (17.7) 35.1 0.3 35.4
Dividend distribution (6.9) (18.3) (4.9) (2.4) (31.0) (0.4) (63.9) (63.9)
Disposal of the Karma mine² (9.3) (9.3)
31 December 2022 73.6 33.5 44.7 32.7 195.5 39.3 7.1 426.4 426.4
Net earnings/(loss) 8.3 2.5 2.1 0.3 3.1 0.3 16.6 16.6
At 31 March 2023 81.9 36.0 46.8 33.0 198.6 39.6 7.1 443.0 443.0
  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.

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

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 months ended 31 March 2023 and 31 March 2022:

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Depreciation and depletion 130.4 152.0
Finance costs 7 16.0 15.2
Share-based compensation 5 8.4 7.7
Loss on financial instruments 6 72.9 178.8
Other income (0.2)
Total non-cash items 227.5 353.7

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 months ended 31 March 2023 and 31 March 2022:

THREE MONTHS ENDED
31 March 2023 31 March 2022
Trade and other receivables (15.7) (11.9)
Inventories (9.1) (34.6)
Prepaid expenses and other (5.1) (8.0)
Trade and other payables (6.7) (15.7)
Changes in working capital (36.6) (70.2)

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

c. EXPENDITURES ON MINING INTERESTS

Expenditures on mining interests per the consolidated statement of cash flows for the three months ended 31 March 2023 and 31 March 2022 include:

Note THREE MONTHS ENDED
31 March 2023 31 March 2022
Additions/expenditures on mining interests 10 (204.6) (88.7)
Non-cash additions to right-of-use assets 10 1.9 1.3
Expenditures on mining interests by discontinued operations 0.5
Change in working capital¹ 4.2 1.7
Expenditures on mining interests (198.5) (85.2)
  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 BOX* projects.

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 three months ended 31 March 2023 was $39.6 million (for the three months ended 31 March 2022 - $85.9 million).

THREE MONTHS ENDED
31 March 2023 31 March 2022
Earnings before taxes 60.0 50.7
Average domestic tax rate¹ 24% 22%
Income tax expense based on average domestic tax rates 14.4 11.2
Reconciling items:
Rate differential² 16.4 39.8
Effect of foreign exchange rate changes on deferred taxes³ (5.7) 12.7
Permanent differences⁴ 5.6 19.8
Mining convention benefits⁵ (0.1) (4.7)
True up and tax amounts paid in respect of prior years 1.3 0.4
Effect of changes in deferred tax assets and losses not recognised/utilised 10.2 (0.5)
Other (2.5) 7.2
Income tax expense 39.6 85.9
Current tax expense (49.8) (74.7)
Deferred tax recovery/(expense) 10.2 (11.2)
  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 24%, and the tax expense/ (recovery) calculated using the statutory tax rate applicable to each entity, of which some are in low tax rate jurisdictions.
  3. The effect of foreign exchange rate changes on deferred taxes reflects the adjustment to the deferred taxes for changes in the foreign exchange rates in the opening balance and on the movements during the year.
  4. Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial statements.
  5. The Group benefits from a mining convention benefit at its 1ty mine whereby earnings generated from certain permits are not subject to tax in Côte d'Ivoire.

24


25

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

17 SEGMENTED INFORMATION

The Group operates in four principal countries, Burkina Faso (Houndé, Wahgnion, Mana and Boungou mines), Côte d'Ivoire (Ity mine, Lafigué project), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group's results by operating segment in the way information is provided to and used by the Company's chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the earnings/(loss) segmented information below. Exploration, the Kalana Project, the Lafigué project and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics at 31 March 2023.

Ity Mine Houndé Mine Mana Mine Boungou Mine Sabodala Massawa Mine Wahgnion Mine Other Total
Revenue
Revenue 176.1 93.9 86.5 38.1 124.7 71.3 590.6
Cost of sales
Operating expenses (56.8) (38.9) (41.6) (21.6) (34.1) (41.3) (234.3)
Depreciation and depletion (25.4) (11.9) (21.8) (10.5) (40.4) (18.1) (2.3) (130.4)
Royalties (9.8) (7.3) (5.4) (2.3) (7.2) (4.9) (36.9)
Earnings/(loss) from mine operations 84.1 35.8 17.7 3.7 43.0 7.0 (2.3) 189.0
Ity Mine Houndé Mine Mana Mine Boungou Mine Sabodala Massawa Mine Wahgnion Mine Other Total
--- --- --- --- --- --- --- --- ---
Revenue
Revenue 141.6 139.6 104.6 68.9 177.0 57.2 688.9
Cost of sales
Operating expenses (45.2) (41.5) (45.5) (26.5) (33.2) (28.3) (220.2)
Depreciation and depletion (15.5) (18.3) (26.3) (22.1) (51.3) (15.8) (2.7) (152.0)
Royalties (7.9) (9.2) (6.1) (4.0) (9.9) (3.9) (41.0)
Earnings/(loss) from mine operations 73.0 70.6 26.7 16.3 82.6 9.2 275.7

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

Ity Mine Côte d'Ivoire Houndé Mine Burkina Faso Mana Mine Burkina Faso Boungou Mine Burkina Faso Sabodala-Massawa Mine Senegal Wahgnion Mine Burkina Faso Other Total
Balances as at 31 March 2023
Current assets 362.4 153.2 241.0 109.2 241.3 76.5 133.4 1,317.0
Mining interests 432.5 485.3 411.4 252.0 1,978.9 306.3 727.3 4,593.7
Goodwill 39.6 94.8 134.4
Other long-term assets 63.6 46.9 10.7 6.4 125.4 19.0 46.9 318.9
Total assets 858.5 685.4 702.7 367.6 2,440.4 401.8 907.6 6,364.0
Current liabilities 149.4 61.4 67.8 17.3 219.2 47.0 128.2 690.3
Other long-term liabilities 67.1 62.6 74.1 72.6 391.5 32.5 952.7 1,653.1
Total liabilities 216.5 124.0 141.9 89.9 610.7 79.5 1,080.9 2,343.4
For the period ended 31 March 2023
Capital expenditures 34.2 32.7 18.7 6.5 56.0 10.8 45.7 204.6

26

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

Ity Mine Côte d'Ivoire Houndé Mine Burkina Faso Mana Mine Burkina Faso Boungou Mine Burkina Faso Sabodala-Massawa Mine Senegal Wahgnion Mine Burkina Faso Other Total
Balances as at 31 December 2022
Current assets 288.8 229.4 212.5 120.5 259.0 65.1 271.1 1,446.4
Mining interests 409.4 463.1 414.2 254.2 1,969.2 313.1 693.8 4,517.0
Goodwill 39.6 94.8 134.4
Other long-term assets 63.3 45.6 9.8 9.9 122.1 18.9 47.3 316.9
Total assets 761.5 738.1 676.1 384.6 2,445.1 397.1 1,012.2 6,414.7
Current liabilities 126.3 67.8 56.9 42.0 210.9 50.1 491.6 1,045.6
Other long-term liabilities 68.7 61.0 80.5 68.1 396.9 28.6 578.0 1,281.8
Total liabilities 195.0 128.8 137.4 110.1 607.8 78.7 1,069.6 2,327.4
For the period ended 31 March 2022
Capital expenditures 7.1 10.0 13.7 11.0 27.6 10.6 8.7 88.7

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:

31 March 2023 31 December 2022
Equity 4,020.6 4,087.3
Current portion of long-term debt 336.6
Long-term debt 854.0 488.1
Lease liabilities 41.5 47.1
4,916.1 4,959.1
Less:
Cash and cash equivalents (809.7) (951.1)
Restricted cash (38.3) (39.5)
Total 4,068.1 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 31 March 2023 and 31 December 2022, the Group was in compliance with these covenants.


27

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

19 COMMITMENTS AND CONTINGENCIES

The Group has commitments in place at all six of its mines for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 31 March 2023, the Group has approximately $101.6 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 Lafigue project. As at 31 March 2023, the Group has approximately $100.9 million and $92.3 million in commitments outstanding respectively.

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

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

The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream"). Under the Sabodala stream, the Group is required to deliver 783 ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered to Franco-Nevada (the "Fixed Delivery Period") based on the Sabodala standalone life of mine plan prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6% of production from the Group's existing properties in Senegal (excluding Massawa) could result in a credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period, the Group is required to deliver 6% of production from the Group's existing properties in Senegal (excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement, Franco-Nevada pays the Group cash at the date of delivery for the equivalent of the prevailing spot price of gold on 20% of the ounces delivered. Revenue is recognised on actual proceeds received. The Group delivered 2,350 ounces during the period ended 31 March 2023 and as at 31 March 2023, 81,467 ounces are still to be delivered under the Fixed Delivery Period.

20 SUBSEQUENT EVENTS

Call-rights

Subsequent to 31 March 2023, all outstanding call-rights were settled in cash resulting in a cash outflow of $28.5 million.

Share buyback programme

Subsequent to 31 March 2023 and up to 3 May 2023, the Group has repurchased a total of 70,700 shares at an average price of $25.91 for total cash outflows of $1.8 million.

RCF drawdown

Subsequent to 31 March 2023 and up to 3 May 2023, $80 million were additionally drawn on the RCF.