Final results for year ended 31 December 2019

RNS Number : 4239J

Chaarat Gold Holdings Ltd

09 April 2020

 

9 April 2020

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

PRELIMINARY ANNOUNCEMENT OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019

Chaarat (AIM:CGH), the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, today publishes its results for the year ended 31 December 2019.

Highlights for the year

· Acquired the Kapan Mine in Armenia transforming Chaarat from a developer to a producer, highlighting the management team's ability to execute on the company's strategy

· Delivered on promised operational improvement areas at Kapan resulting in 7% more AuEq production (60koz) and 14% reduction in all-in sustaining cost ("AISC") compared to 2018

· Published a new seven-year mine plan based on updated reserves with resources defined sufficient for more than ten years

· Achieved an EBITDA, at the standalone Kapan Company level before Group accounting and non-cash adjustments, of US$12.7 million for the full twelve-month period

· Updated feasibility study for Tulkubash, resulting in a significant capital expenditure optimization from US$132 million to US$110 million

· The project feasibility study confirmed an initial five-year mine life based on a Proven and Probable Reserve of 24.6Mt grading 0.95g/t gold containing 749koz, an increase of 14% from the published bankable feasibility study.

· Conditional Joint Venture ("JV") agreement signed with Çiftay İnsaat Tahhüt ve Ticaret A.S., a leading Turkish mining and mine construction contractor, based on an agreed valuation for Tulkubash and Kyzyltash of US$252 million (post money) for the assets

· During the year we received strong support from our shareholders and funders, including the raising of US$60.9 million, excluding the Ciftay investment, comprising bank funding to acquire Kapan and, in addition, other borrowings to fund the Group's activities, together with equity raisings during 2019

· Impact in our communities with strong cooperation and initiatives building infrastructure, supporting child education and hosting community events

· Continuous environmental and social improvements to highest international standards at our producing mine in Kapan, Armenia

· Improved safety standards at Kapan resulting in only one LTI reported since taking ownership down from seven in 2017 and two in 2018

· Implemented the restrictive stock and option scheme for top management as planned

Post-period highlights

· Rapid introduction of measures the early stages of the COVID-19 outbreak to protect our employees and support the communities and country's we work in

· Extended existing investor loan from 31 March 2020 to 31 December 2020

Martin Andersson, Executive Chairman of Chaarat, commented:

"I am delighted with the successful integration of the Kapan mine into the Company and the progress made at our assets in the Kyrgyz Republic adding significant value for our shareholders and all stakeholders in general.

Chaarat has attracted more than US$60 million of investment and secured Ciftay, a leading mining construction company in Turkey who has developed similar projects before, as an equity partner at our Kyrgyz assets.

The new management team and majority independent board we welcomed over the last 18 months have added significant value to the business. Chaarat has since become a producer, delivered on its promises and has enhanced its governance structure further. The integration of Kapan and delivery of key performance improvements as well as the delivery of the optimisation study on the Tulkbubash feasibility study have been major milestones in the aggressive growth strategy of Chaarat.

Moreover I am proud to see the impact Chaarat had on the safety at our operations, the environmental improvements and the social responsibility we practise in our communities. Our continuous efforts strengthen the Company's relations in the country and communities and are key aspects of our corporate social responsibility programme. We have confirmed that by supporting the communities in the still ongoing COVID 19 pandemic and provided tests, masks and other equipment to employees, communities and hospitals.

I look forward to the rest of the year as we continue to build an industry-leading Central Asia and FSU low cost gold producer with a sound organic growth strategy supported by selective M&A."

Enquiries

Chaarat Gold Holdings Limited	[phone]
Artem Volynets (CEO)	[e-mail]
Numis Securities Limited	[phone]
John Prior, Paul Gillam (NOMAD)
James Black (Corporate Broking)
SP Angel Corporate Finance LLP	[phone]
Ewan Leggat (Joint Broker)
finnCap Limited	[phone]
Scott Mathieson (Joint Broker)
Camille Gochez (Joint Broker)

About Chaarat

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic. The Company has a clear strategy to build a leading emerging markets gold company with an initial focus on Central Asia and the FSU through organic growth and selective M&A.

Chaarat is engaged in active community engagement programmes to optimise the value of the Chaarat investment proposition.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at   www.chaarat.com

Chairman ' s Statement

It is a pleasure to update all our stakeholders on what has been another important year for Chaarat. During 2019 the Company progressed well in several important workstreams, which have seen Chaarat transform from developer to producer in a single step.

To all our stakeholders, I would like to reiterate our firm commitment to adhering to the highest standards of sustainable development and responsible mining. We are dedicated to caring for the environment where we mine and the well-being of our employees. Our actions are informed by and based on understanding and respecting our local host communities. Being a responsible corporate citizen is at the very core of our strategic objectives.

With COVID-19 spreading globally, our priority is the safety and health of our people and ensuring the resilience of the Company's operations. While the impact of the coronavirus on the global economy is significant, demand for our products has remained relatively healthy. In addition, we are seeing positive trends in cost reduction in both of our jurisdictions due to the declining price of fuel and the depreciation of local currencies versus the US Dollar.

Early in the financial year, we completed the acquisition of the Kapan Mine, our first producing mine and our entry point into Armenia. Securing this asset under attractive terms bears testament to the strength in execution of our M&A strategy in the Former Soviet Union ("FSU"), where we aim to be a leading consolidator of the gold sector. This acquisition is an excellent and complementary addition to Chaarat's portfolio, transforming the Company from a developer to producer, with two solid assets in two jurisdictions in the FSU and clearly shows the team's capability to implement this strategy successfully.

Several successful fundraises were completed during the year, not least the substantial amount raised for the Kapan acquisition, which demonstrates Chaarat's ability to creatively fund the business on accretive terms for the Company and its shareholders.  Our strategy as a Company is to continue to evaluate capital opportunities to refinance existing financing facilities, to fund working capital and reduce overall cost of capital, with a main objective of maximising value for shareholders. What remains key, however, is, where possible, to look for funding opportunities that are the least dilutive for all our shareholders.

An example of this is our partnership with Çiftay, an appointed construction and long-term mining contractor for the Tulkubash project, which mobilised equipment to the Tulkubash site in the Chatkal Valley last year.  Under our conditional agreement, Çiftay will progressively invest US$31.5 million for a 12.5% equity stake in Chaarat's Tulkubash and Kyzyltash mining projects in the Kyrgyz Republic. I, together with Çiftay, am delighted with this conditional agreement - Çiftay's proposed investment and commitment to acquire a direct equity stake represents a significant milestone for the funding of Tulkubash and clearly demonstrates the Company's inherent value.  I look forward to the positive developments expected at Kyzyltash and Tulkubash as we continue towards first gold pour which, in light of the impact of COVID-19 on the Kyrgyz Republic operations, is likely to be delayed from late 2021 to Q3 2022.

The stability of Chaarat's future operations with the Tulkubash and Kyzyltash projects was endorsed by the Government of the Kyrgyz Republic with the announcement of a stabilisation agreement between the Company and the Government. The Agreement is based on the Investment Law of the Kyrgyz Republic, which stimulates investors to make substantial investments, including into the country's mining industry, by providing investors with formal assurances on the stability of the tax regime. Chaarat and its local subsidiary, CJSC Chaarat Zaav, will be entitled to benefit from any future changes in direct taxes and from several non-tax payments during the 10 years from the date of the Agreement. In return, Chaarat will invest US$20 million within 5 years from the date of the Agreement.

The Company remains fully committed to developing strong local and government ties in the countries in which we operate, whether that is by providing jobs for the local community at both mining operations, investing in local outreach programmes or by paying fair tax to governments. We are pleased that work has started on a good footing with all our stakeholders and look forward to building even stronger relationships.   

In March 2019, I was delighted to welcome Warren Gilman to the Board as an independent Non-Executive Director. Warren brings decades of experience and success in the mining sector and is a welcome addition to our hugely experienced Board. At the same time, Martin Wiwen-Nilsson decided to step down from his role as Non-Executive Director of the Company and instead take on a role as Senior Advisor to the Company. He remains a shareholder in Chaarat. We have also made several appointments to strengthen the senior management team, which are set out in the following CEO Statement.

I can also report that the management incentive plan , which was set out in last year's annual report , was implemented as planned during the year.  This ensures that the Chaarat management team will be fully aligned with shareholders in creating value via stock ownership through share options issued at a premium to the prevailing share price and a performance based share incentive programme.

The first quarter of 2020 has seen the outbreak of the COVID-19 virus, and countries around the globe are facing challenges in all aspects of normal life. Chaarat has strong ties to its communities and is proactively contributing towards solving the issues faced by our communities and offering support where needed. The Company has taken this virus seriously and, since early February, has implemented precautionary measures by disinfecting at sites and ensuring the availability of hand sanitisers for each department. Our medical staff regularly checks the temperature of employees and provides the necessary equipment.  To date, there are no cases.

In Kapan, the Company has purchased multifunctional hospital beds, disinfectants and face masks for the Kapan Medical Centre. Together with the Kapan Medical Centre, Chaarat Kapan has started the renovation of the first and second floors of the former surgical building, which has been out of operation for 5 years. It will become the Department of Infectious Diseases for those who have contracted the virus. Chaarat Kapan will also provide the centre with medical equipment and other necessities.

In Chatkal, Chaarat has purchased 10 tonnes of flour and disinfectants to be disturbed to remote regions and vulnerable groups. With the assistance of the Kyrgyz Embassy to the United Kingdom, 5,000 rapid COVID-19 infection tests have been ordered and are being delivered to our communities. Another 5,000 antibody tests have been ordered from China to better understand when people will be safe to continue their employment.

Health and safety are and remains the top priority for Chaarat.

I would like to take this opportunity to thank all the Board and the Company's employees for their continued hard work during what has been another transformational year for Chaarat Gold. I would also like to extend my thanks to all our stakeholders for their continued backing over the years.

I look forward to 2020, which will be another important year for the Company, as we continue to build on our strategy.

Martin Andersson

Executive Chairman 

9 April 2020

CEO Statement

I am pleased to report on the events of the 2019 year, the course of which has seen a transformation across all aspects of the company.

Not only have we transformed from a developer to a producer with the acquisition of the Kapan Gold Mine in Armenia early in the year, but we also clearly demonstrated our operating abilities with significant improvements in productivity and cost optimisations at Kapan, as well as a significant promotion of a "safety first" culture.  We also made significant progress with the development of Tulkubash project in Kyrgyz republic.  We continued to add top talent the management team and further refreshed the Board of Directors, enhanced this year, to being majority independent.

COVID-19

As COVID-19 spreads globally, we are prioritising the safety and health of our people and ensuring resilience of the Company's operations. Supporting our communities in these difficult times is equally important to us. Chaarat is currently implementing various programmes, including delivery of essential goods to villages located in the Chatkal region (Kyrgyz Republic), supplying the regional hospital in Kapan (Armenia) with masks, sanitiser and goggles, renovating additional building in Kapan for hospital use, buying COVID-19 testing kits for distribution both countries of our operations and other support measures as required.

The coronavirus pandemic has created a series of unprecedented challenges with regards to future fundraising. We expect the timelines for fundraisings to be impacted by, the uncertainty and market turbulence stemming from the pandemic, liquidity constraints on investors resulting in a reduced appetites to enter into new long-term capital commitments and the challenges for investors to undertake their due diligence (in particular, face-to-face meetings), receive appropriate internal approvals and obtain relevant signatories.

Our people

We continue to strengthen the management team; in early 2019 we welcomed Vyacheslav Pilipenko as Vice President for Government Relations and Security. Vyacheslav has 15 years of experience working for major Russian and world leading companies as well as working 7 years for the Presidential Administration of Russian Federation.

In June we were pleased to welcome Darin Cooper, with more than 30 years' experience in the metals and mining industry, as Chief Operating Officer of the Company. Darin has a proven track record of increasing performance across a range of mining operations and his expertise will be immensely valuable. Robert Benbow, previous Chief Operating Officer of Chaarat, continues to serve on the Board of the Company as a Non-Executive Director and will remain the Chair of the Technical Committee.

As part of our continued focus on improving our corporate governance, Frances Robinson joined Chaarat as company secretary in January 2020. Mrs Robinson is a qualified lawyer in England and Wales and has more than 15 years' experience as a FTSE company secretary.

In February 2020, Vladimir Shvetsov joined the Chaarat team as Senior Vice President for Geology and Exploration. Vladimir has over 40 years of mining industry experience and has been involved at every level of mineral exploration in the gold mining business. Dorian Nicol, previous Senior Vice President for Geology and Exploration will continue to take a role as senior advisor to the Company. Dorian has been a key member of the Chaarat team, and we are grateful that he will continue to play an important role.

As noted in the Chairman's Statement, we were delighted to implement the management incentive plan set out in last year's annual report during the year.  This is a share-based plan which ensures that the management team are fully aligned with shareholders through share options and performance-based restricted stock units.  The management incentive plan comprises three tranches, the first of which vested in September 2019, the second of which vested between December 2019 and February 2020, and the third of which is expected to vest at the end of 2020.  Consequently, approximately two-thirds of the cost of this plan, which is entirely non-cash, has been accounted for in the 2019 accounts resulting in a significant charge of US$9.8 million this year.  Further details of the management incentive plan are given in the Remuneration Report and the notes to the Financial Statements.

Kapan Mine

At Kapan we have been able to achieve major increases in productivity, cost optimisation and the addition of a new mine plan since acquiring the asset. These gains were made due to improvements in fleet availability, better grades and recoveries.

For the full 2019 year, the Kapan Mine produced approximately 60,252 oz of gold equivalent, revenue of US$73 million, gross profit of US$13.5 million, loss before tax of US$0.2 million and generated an Earnings Before Tax, Interest, Depreciation and Amortisation (EBITDA) of US$10.5 million. The EBITDA at the standalone Company level, before Group accounting and non-cash adjustments, was US$12.7 million for the full 2019 year. We include commentary on the full year 2019 results and 2018 results for comparable purposes however the results that have been consolidated in the Group financial statements only include Kapan from the date of acquisition being 30 January 2019.

In November we were pleased to announce a revised Mine Plan and Reserves Update for Kapan, the first Ore Reserve statement from Chaarat since acquiring the Mine in January 2019. The resource and reserve update showed that depletion continued to be replaced with new reserves through our well-developed and successful exploration program.

In addition, the work in the year allowed us to improve mine life while at the same time maintaining production levels. This ongoing replacement of resource through exploration continues to give us the confidence that the mine should have many years of ongoing operation well beyond the current LOMP.  When we bought the Kapan Gold Mine in early 2019 it had a 5-year life of mine (LOM). Now, net of depletion, we have increased this to 7-years, supporting our confidence in extending the projects life. 

We are also encouraged by the fact that there is still significant exploration potential in the broader area including areas flanking the existing workings. These areas of potential will be investigated over the next year or two, as we continue to develop the Kapan mine to its full potential.

While we have taken big strides in the turnaround process and achieved much, there are still challenges to overcome and targets to meet, all of which I am confident we will accomplish in the coming months.

Additional upside will come from increased optimisation at the plant, with improved grade control and maximising capacity. To do so, we have started to process some third-party ore, in addition to our own. In the long term, forward planning for the Kapan Gold Mine, over the next few years rather than months, will see further potential in extending the mine life, as well as investigating the areas that flank the current mine.

As an operator, of course, we do not speculate on gold prices - although we do see favourable factors affecting the current and projected gold price, and are comfortable with the price dynamics in the market, our focus must be the successful extraction and processing of ore, maintaining, optimising and reducing where possible our operating costs, and ultimately creating value for our shareholders. Amidst the pandemic we are seeing potential benefits for our operations derived from the oil price drop and the local (AMD) devaluation versus the US Dollar for goods and services paid in local currency.

Tulkubash & Kyzyltash

From an exploration and development perspective, the Tulkubash project in the Kyrgyz Republic was the key focus of 2019. Our work there included an updated feasibility study which included the cost of capital expenditure.

Included in this report are the exploration results achieved during the year's drilling programme, which revealed significant potential of the overall licence area, over which only a relatively small area has been delineated as a resource to date.

Importantly we entered into a conditional joint venture agreement with Çiftay İnsaat Tahhüt ve Ticaret A.S ("Çiftay"), the Turkish mining and mine construction contractor for the development of Tulkubash and Kyzyltash. Under the conditional agreement, Çiftay has committed to an investment of US$31.5 million in exchange for a 12.5% equity stake in the two Kyrgyz resources valuing them at US$252m post money combined.

Kyzyltash, meanwhile, with its large well-defined resource which will benefit from its close proximity to and the construction of Tulkubash, is an exciting prospect for the future.

As the Kyrgyz Republic government has declared a state of emergency, we have started to experience a slowdown in construction speed at the Tulkubash project. This delay will likely cause the first gold pour to be moved by six months from late 2021 to Q3 2022. The oil price drop and depreciation of the Kyrgyz SOM is likely to have a favourable economic impact on the Tulkubash Project.

Environmental, Social and Governance

This year we completed a thorough environmental audit of the Kapan Mine and established methods of best practice in and around the operation. As mentioned earlier, we have worked to establish a safety-first culture at the mine which was a marked change from previous management. We have also helped fund the renovation of a hospital wing in the Kapan town, sponsored "Chaarat Cup" - a major sport and community event in Chatkal, Kyrgyz Republic and continued to organise the Kyrgyz Republic Investment forum held in London, helping promote the country as an investment destination. Closer to home we have changed the Board of Directors and management teams to ensure that levels of governance are also kept at the highest standard.

As ever, we continue to look ahead to new goals and targets. We want to build on the foundation we have laid this year; further enhancing our team and continually developing our overall company structure, in addition to the construction of the Tulkubash mine.

Financing / M&A

During the year we received strong support from our shareholders and funders, including the raising of US$60.9 million comprising bank funding to acquire Kapan and, in addition, other borrowings to fund the Group's activities, together with equity raisings during 2019.

The Company continues with its efforts to advance project financing for the Tulkubash Project. However, in the current environment each funding institution is assessing the situation and implications for their own businesses. The efforts to optimise the funding structure, as well as the project financing discussions for the construction of the Tulkubash gold project in the Kyrgyz Republic are ongoing with interest from multiple parties . However, the timeline on those discussions is likely to be impacted by the pandemic. On 7 April 2020, t he Company agreed an extended maturity date of 31 December 2020 from 31 March 2020 for the loan, originally announced on 15 November 2018.   T he working capital facility from Chaarat's largest supporting shareholder, Labro Investments Limited, provides a further US$ 7.0 million of additional liquidity . Nevertheless, future financing will be necessary and reconsidered when the COVID-19 pandemic subsides. Please refer to the going concern disclosure in Note 2 for further detail.

We are constantly reviewing M&A options and opportunities, with focus on ensuring that any deals are brokered along the lines of strict criteria and value creation which combined will enhance the shareholder's portfolio.

In summary, we want to work towards building Chaarat into a leading publicly listed gold company with its focus across the countries of the Former Soviet Union. A Company with world class assets and proven excellence in environmental standards, social awareness and good governance.

I would like to thank all at Chaarat for their hard work during a very rewarding year, a year where we have transformed into a company with production, growth and vision.

Artem Volynets

Chief Executive Officer 

9 April 2020

Operational review - Kapan

The acquisition of the Kapan Mining and Processing Company CJSC   (' Kapan ') in early 2019 was an important milestone for Chaarat. Kapan was the first acquisition of an operating asset as part of Chaarat's goal of building a leading emerging markets gold company with an initial focus on Central Asia and the FSU through organic growth and selective M&A.

Kapan is a n underground narrow vein polymetallic mine , producing copper and zinc concentrates containing high level of gold and silver. The automated underground mine has a capacity of 700ktpa. Run of mine ore is treated via a crushing and grinding facility followed by a conventional flotation circuit. The milling and flotation circuits have a capacity of approximately 800ktpa.

The current reserve life extends to 202 6 following improvement in the mine plan approved during the year .  The Company believes that conversion of inferred resources to reserves will continue via the C ompany's ongoing exploration and that the mine life will continue well beyond the current reserve.

2019   Kapan Highlights

· For the twelve months ended December 2019, the Kapan Mine produced 60,252 gold equivalent ounces¹ ("AuEq oz") up 7% compared to 2018. All-in sustaining cost ("AISC") of US$ 1,040 per AuEq oz compared to 56,424 oz at an AISC of US$ 1,183/oz in 2018

· Published a new seven year mine plan based on updated reserves with resources defined sufficient for more than ten years

· Since taking ownership of the Company in January 2019, there was one Lost Time Injury ('LTI') including contractors. This is an improvement on previous years. 2019 had a lost time injury frequency rate (per one million hours worked) of 0.39.

· EBITDA contribution was a positive US$8.6 million for the eleven months ended 31 December 2019 versus US$9.2 million for the full year in 2018. EBITDA contribution at the standalone Company level, before Group accounting and non-cash adjustments, was US$10.8 million for the eleven months ended 31 December 2019.

· EBITDA has constantly improved from US$3.2 million during the first five months under Chaarat ownership (Feb - June) to US$5.4 million in the second six months of 2019.

· Revenue generated for the eleven months ended 31 December 2019 was US$68.1 million and a loss before income tax of US$0.7 million.

· Mine tonnes improved 6% to 678,382, and Mill tonnes increased 15% to 733,860 y-o-y

· Recoveries improved to 81.4% in 2019 versus 77.8% in 2018 following improvements achieved in the grinding and flotation circuits.

· Fleet availability improved as equipment issues seen at the beginning of the year were resolved by the end of Q3 2019 and improved further in Q4 2019 by 5%.

· Cost improvements were achieved due to retendering all services and goods, bringing outsourced contracts in-house and monitoring use of consumables.

2019 full year production consists of :

Kapan	2019	2018	% Change
Production (oz)	60,252	56,424	7
All-in sustaining cost (US$)1	1,040 / oz	1,183/oz	(14)
Sales (oz)	55,255	50,915	9
Gold production (oz)	32,791	30,179	9
Silver production (oz)	557,001	486,963	14
Copper production (t)	1,719	1,583	9
Zinc production (t)	6,476	6,330	2.3
Realised gold price (US$)	1,413 /oz	1,268/oz	11

*Full year production costs given for comparative purposes. The Group consolidated results include 11 months of Kapan operations.

Realised gold price for the year was US $ 1,4 13 /oz (2018: US$1,268/oz), which is US$163/oz higher than the 2019 internal budget price.

Recoveries improved to 81.4% in 2019 versus 77.8% in 2018 following improvements in the grinding and flotation circuits. The Mill treated two types of ore during the year. 733,860t of Kapan ore was treated which was a 15% increase over 2018. The higher tonnage was due to a 6% improvement in mined tonnes and the treatment of the ROM ore stockpile. In addition, 8,500t of third-party gold ore was treated through the mill on a batch basis to take advantage of the additional mill capacity. Third Party ore is a straight gold containing ore making a gold concentrate that is sold as a separate product. This ore contains high levels of clay and refractory gold, both of which lead to lower recoveries compared to the normal Kapan ore treated. 

The fleet availability issues seen in Q2 were fully resolved at the end of Q3. This allowed for improved mining rates. Replacement of aging equipment will be an area of focus during 2020 to allow for continued optimisation and cost reduction.

Cost improvements were achieved in 2019 thanks to an improved tendering process, bringing outsourced contracts back in-house, and improved monitoring and use of consumables. The tendering process utilises the local company website to advise suppliers of all open tenders and allows for a highly competitive and transparent procedure.

Underground development was 23,136 metres for the year. Increased meterage is improving flexibility and availability of faces underground, allowing for consistent delivery of ore to the plant.

Reserve and Resource U pdate

During the year the C ompany reported updated resources and reserves for Kapan following the guidelines and requirements of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ('the JORC Code'), 2012 (JORC 2012).

The Mineral Resources account for depletion as well as new assay and geological data derived from 24,321 meters of underground drilling completed in 2019.

Mineral Resources

The following table summarizes the current Mineral Resources:   

			Grade					Metal
Classification	Tonnes (mt)	Density	Au (g/t)	Ag (g/t)	Cu (%)	Zn (%)	AuEq (g/t)	Au (koz)	Ag (koz)	Cu (t)	Zn (t)	AuEq (koz)
Measured	0.76	3.04	4.23	68.62	0.74	3.24	8.21	103	1,674	5,640	24,648	200
Indicated	8.04	3.02	2.72	52.37	0.57	2.31	5.67	703	13,515	46,132	186,016	1,463
M & I	8.80	3.02	2.85	53.77	0.59	2.39	5.89	806	15,189	51,772	210,664	1,663
Inferred	7.64	3.01	2.46	51.22	0.58	2.16	5.29	602	12,562	44,034	164,792	1,298

1. The effective date of the Resources is 1st August 2019. Mineral Resources that are not mineral Reserves do not have demonstrated economic viability. Numbers may not sum due to rounding.
2. The gold equivalency formula is:   Au Eq = Au + ((Ag g/t * ($15.5 / $1,250) + ((Cu % * ($6,000*31.1035/$1,250)/100) + ((Zn % * ($2,500*31.1035/$1,250)/100 .
3. Mineral Resources are Inclusive of Ore Reserves
4. The resource estimate was classified following the requirements of the JORC Code (2012) reporting code.

The Updated Mine Plan

The Mineral Resources formed the basis for the revised Ore Reserves and Life of Mine plan (LOMP) announced during the year:

The new LOMP increased mine life from 5 to 7 years and AuEq production averaging 55 koz per annum. The Mine Plan was developed to maximize both value and mine life. The Plan is based on an average mine production of 700,000 tonnes per annum (tpa). Mill throughput of 750,000t is planned to be achieved by purchasing and treating an additional 50,000t of third-party ore per annum.

Ore Reserves

For the Kapan Ore Reserves, Chaarat developed a mining block model by applying the modifying factors necessary for conversion of Mineral Resources to Ore Reserves. Those factors included amongst others, operating costs, mining dilution and extraction factors.

Ore Reserves

The following table summarizes the current Ore Reserves :   

			Grade					Metal
Classification	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Zn (%)	AuEq (g/t)	Au (Koz)	Ag (Koz)	Cu (Kt)	Zn (Kt)	AuEq (Koz)
Proven	0.17	2.65	40.39	0.42	2.06	4.8	14	220	0.71	3.49	26
Probable	4.34	1.65	31.38	0.34	1.31	3.19	230	4373	14.86	56.88	445
Total P & P	4.5	1.69	31.72	0.35	1.34	3.25	245	4594	15.57	60.38	471

Notes: The Ore Reserves have been compiled and reported fulfilling the requirement of the JORC Code (2012) reporting code.
Ore Reserves are based on long-term metal prices of US$1,400/oz Au, US$17/oz Ag, US$6,000/t Cu, and US$2,400 Zn.
Ore Reserves are based on a gold equivalent cut-off of 2.5g/t Au.
Mineral Resources which are not Ore Reserves do not have demonstrated economic viability.
Table subject to rounding errors.
The average density of Measured and Indicated Resources is 3.02 t/m3. A density of 2.64 t/m3 was used for diluting waste material.
Tones reported are in situ, dry tonnes.

The LOMP's average Operating Cash Cost and All in Sustaining Cost ("AISC") are US$817/AuEq oz produced and US$1,032/AuEq oz produced respectively. Pre-tax cash flow for the LOMP averages $ 16 million per annum and Pre-tax NPV is $78 million at a discount rate of 10%. Sustaining Capex guidance for the LOMP is approximately $4 million per annum.

Geology, Exploration and Future Potential at Kapan

The Shahumyan mineralisation is characterised by narrow veins (0.2-2.0 m), steeply dipping (70°-85°), east-west orientation, and contains gold-base metals (Cu-Zn-Pb-Au-Ag). There is one Exploration Licence covering 90.7km² which draw s from the Shahumyan deposit.

· Total resources that presently sit outside of the Plan amount to 7.64 Mt at 5.29 g/t AuEq for 1.298koz AuEq oz.

· These resources will continue to be drilled to move Inferred Resource to M&I.

· There are several known areas of satellite mineralization that sit within the license area that have the potential for future development.

· Additional target areas exist in close proximity to the mine that have future potential as exploration targets.

Significant production potential remains through the conversion of resources currently outside the LOMP and as a result the actual mine life is expected to be longer than 7 years. There is good potential to add reserves from upgrading and conversion of these resources. Historically Kapan reserve depletion has been replenished through ongoing exploration and development. This is expected to continue.

In addition, there are known exploration targets within the existing licence area and further away but close to the current mine infrastructure. Exploration and development of these areas over the next few years should allow Kapan to develop new operating areas with the potential to debottleneck mine production and allow further expansion of the mill. Capacity for up to 1.2Mt of ore is already installed in the mill and can be put into service with minimal capital cost.

Operational Review - Kyrgyz Republic

Projects Overview

The Company's focus in the Kyrgyz Republic is on the development of its Tulkubash Gold project. An extensive drilling programme and feasibility studies carried out over many years have delineated a Resource of over 940,000 ounces of gold in the Tulkubash deposit.  Mineralization remains open along strike, with only about 5.5 kms of a prospective 24-kilometre trend having been drilled to date.

2019 Tulkubash Highlights

· The project feasibility study was updated and confirmed an initial five-year mine life based on a Proven and Probable Reserve of 24.6Mt grading 0.95g/t gold containing 749koz, an increase of 14% from the published bankable feasibility study.

· Conditional Joint Venture ("JV") agreement signed with Çiftay İnsaat Tahhüt ve Ticaret A.S., a Turkish mining and mine construction contractor

· No lost time injuries for the project

· First year of significant construction on a year-round basis

· 2019 drill program increased Proven & Probable Reserves from 22Mt to almost 25Mt, with gold ounces increased by 14% to 749 koz compared to 658 koz in the published bankable feasibility study

· AISC of $802/oz at an annual average production rate of 94koz

· Signed a Stabilisation Agreement with the Government of the Kyrgyz Republic in respect of the Company's Tulkubash and Kyzyltash projects. It is the first such agreement signed by the Government of the Kyrgyz Republic

Reserve and Resource Update

Approximately 20,000 metres of drilling took place at Tulkubash in 2019. Results continue to be encouraging and continue to validate the belief that Tulkubash will grow into a world-class gold deposit with the potential to become a new emerging gold district host ing numerous gold deposits.

Early drilling in 2019 focused on infill and step-outs near the existing resource. This drilling better defined the mineralization in the north-eastern portion of the resource footprint and identified new shallow mineralisation within and adjacent to the current pit outlines.

In addition, roadcut and outcrop mapping and sampling demonstrated extensions of gold mineralisation northeast along strike from the current resource footprint, demonstrating that Tulkubash is a significant gold system with extensive further discovery potential. Drilling and district-scale exploration were accelerated to better increase the understanding of district-scale prospectivity. Satellite imagery interpretation was integrated with geological mapping and geochemical sampling to define new targets.

The roadcut and outcrop mapping and sampling along the strike identified a broad area of >1 g/t Au in rock chip samples in Shir Canyon, immediately to the northeast and along strike from the current resource boundary.  Surface mineralisation at Shir Canyon is comparable in grade and extent to that over the Main pit zone of Tulkubash (1 million ounces Au).  Rock chip sampling in this area demonstrated wide zones of continuous gold mineralization, defining a corridor of 100 to 150m in width and at least 550m along the strike.

Initial drilling in Shir Canyon has given encouraging results. The year's drilling results were used as the basis for the updated Mineral Resource Estimate and Reserve Estimate. The new Tulkubash mine plan and economic model, will be released, incorporating the new estimate.

The reserve and resource for the current mine life is derived from approximately 5.5kms of a defined 24km strike length for the Tulkubash trend, with mineralisation remaining open along strike.

Resources as at 31 December 2019:

Tulkubash open pit heap leach cut-off grade ("COG") 0.3g/t AU	Tonnes	Au (g/t)	Metal (Oz)
Measured	5,266,000	1.28	215,568
Indicated	18,080,000	1.21	701,976
M&I	23,346,000	1.22	917,545
Inferred	910,000	0.90	26,205
TOTAL	24,256,000	1.21	943,749

1. Chaarat has used a cut-off grade of 0.30 grams per tonne g/t gold based on the likely economic cut-off for open pit mining and heap leach processing.
2.Quantity and grade are estimates and are rounded to reflect the fact that the resource estimate is an approximation.
3.Mineral resources are not ore reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted to reserves.

The pit shell constraint reduced the Tulkubash Resource by approximately 640,000 ounces of gold that would otherwise have been included in the Resource estimate. The loss in tonnage and ounces with respect to the 2018 year-end Mineral Resource Estimate is due principally to the pit shell constraint that was not applied in 2018 . This excludes   mineralisation that does not fall within the $1,600 gold price pit shell .  

The focus of the 2020 program will entail infill drilling as required within the current resource footprint to improve confidence and allow finalisation of pit designs as well as further drilling in the Shir Canyon area to further expand and develop the resource there.  Surface work on district-scale targets will continue defining targets for the future.

Tulkubash Reserves as at 31 December 2019:

Classification	Tonnes	Au (g/t)	Metal (Oz)
Proven	6 ,300,000	0.98	197
Probable	18 ,300,000	0.93	552
Total	24 ,600,000	0.95	749

1.  Ore Reserves are reported with appropriate modifying factors of dilution and recovery. The Reserve is higher tonnage than the Resource due to dilution.

2.  Numbers are rounded in accordance with disclosure guidelines and may not sum accurately.

3.  Ore reserves based on a gold price of US$1300 per ounce.

Geology and Exploration

Gold mineralisation at Tulkubash, a thickly bedded massive quartzite, occurs in quartzite breccias, quartz stockwork zones, and intensely silicified quartz flooded zones that form multiple parallel lodes trending northeast and dipping 60-80° to the northwest.

The individual gold-bearing lodes combine to form a mineralised zone that varies from 110 to 250 metres wide .   This has been developed over a strike length of approximately 4kms. Mineralisation is open to the northeast along strike and down dip below the limits of the current drilling (±150 metres).

The gold is very fine grained and is associated with minor pyrite and stibnite. Much of the Tulkubash Zone is strongly oxidised and is amenable to heap leach processing.

Major P roject Developments

In March 2019, Chaarat signed a binding term sheet for a Joint Venture ("JV") with Çiftay İnsaat Tahhüt ve Ticaret A.S., a Turkish mining and mine construction contractor, to collaborate on its assets in the Kyrgyz Republic. The conditional and non-binding joint venture agreement was concluded in September 2019. Çiftay will progressively invest up to US$31.5 million in cash for a corresponding 12.5% equity stake in the two Kyrgyz assets.

In April 2019 Chaarat updated its Bankable Feasibility Study (BFS). A significant outcome of the 2019 Feasibility Study is the reduction in anticipated initial capital investment from around US$132 million to US$109.7 million, which includes a US$10 million contingency.  The feasibility study also confirmed average annual production of 94koz, at an AISC of $802/oz.

In November 2019 Chaarat received formal permits to allow for the removal of trees in the construction and mining areas of the project. The fee for the permit provides for the replanting of the same number and type of tree in other parts of the country. Obtaining this permit was a critical milestone in the overall project timeline.

In late December, Chaarat concluded a Stabilisation Agreement with the Government of the Kyrgyz Republic in respect of the Company's Tulkubash and Kyzyltash projects. The Agreement provides formal assurances related to taxes and licence retention fees for the 10-year period of the Agreement. Under the Agreement the parent Company, Chaarat Gold Holdings Limited has a commitment to invest a minimum of US$20 million in the share capital of its subsidiary located and operating in the Kyrgyz Republic, Chaarat Zaav, within the first five years of signing the stabilization agreement .   This is a very important step for the Company as it provides an increased level of certainty for the project going forward. It is the first such agreement signed by the Government in Kyrgyz Republic.

Engineering and Construction Update

The Tulkubash oxide heap leach project has advanced well during 2019. The updated feasibility study confirmed an initial five-year mine life based on a Proven and Probable Reserve of 24.6Mt grading 0.95g/t gold containing 749koz, an increase of 14% from the published bankable feasibility study. The nominal processing rate is 4.9 million tonnes of ore per annum, at an average life of mine strip ratio of 2.64 (waste:ore).

The recently released Mineral Resource Estimate and Reserve Estimate will be incorporated into an updated Tulkubash mine plan and economic model.

LogiProc is engaged as the lead engineering company alongside Ausenco, Azmet, YPT, Metso and Agrekko to develop the project to a final detailed engineering level. In country adaptation and legalisation to country codes is progressing well.

Detailed engineering has progressed, and several project components have been finalized. These comprise Initial earthworks including mobilization of equipment, second phase of equipment mobilization, ore haul road and platforms construction, camp, explosives and AN storage platform completed, site access road upgrade to improve year-round access, installation of 360-man advance construction camp, detailed design of HLF, Crushing Circuit and ADR is advancing, local designs to ensure early start of construction are advancing; and tree cutting permit for the whole site has been secured and tree-cutting has commenced.

The significant global restrictions on the movement of people due to COVID-19 will impact our workforce mobilization for the summer construction period at our Tulkubash Project.   This delay will likely cause the first gold-pour to be moved by six months from late 2021 to Q3 2022. Project cost is still estimated to be in line with the BFS level of US$110 million, which includes a US$10 million contingency.

Since the start of works, 343,000m³ of soil and rock have been moved during the construction of haul roads and compacted platforms for the camp area, crusher, and other areas. In late 2019 Pamir Mining LLC (Çiftay's designated entity in the Kyrgyz Republic) mobilised additional equipment to start the earthworks for the heap leach area.

2019 drilling confirmed the Company's opinion that there is significant potential to increase the existing Tulkubash resources prior to the first gold pour in Q3 2022, and that this exploration success is expected to add gold resources in future years.

Kyzyltash

The other project in country, is the Kyzyltash project, a higher grade, refractory deposit adjacent to the Tulkubash oxide mineralization, at which an additional 5 million ounces of gold has been delineated.  Its extraction will be more complex given the refractory nature of the ore. There are a number of proven technologies available to economically extract the gold from this type of ore body. Over 40% of the annual world gold production coming from this type of ore.

In 2019 our major focus in the region was on the exploration and development of the Tulkubash oxide deposit. Our plan for 2020 is to carry out drilling and metallurgical test work to further develop this project.

The refractory Kyzyltash ore will be processed through a refractory processing plant , recovering gold via pre-oxidation followed by direct cyanidation. The exact processing method ha s yet to be confirmed.

The currently defined resource remains 4.5 million ounces of gold which is potentially capable of supporting a seven to eight-year mine life at a production rate of 300,000 ounces of gold per year.

The Kyzyltash ore body continues to offer Chaarat a clear path to organic growth. In the medium term, subject to further metallurgical work on Kyzyltash, the Company's plans remain to have both Tulkubash and Kyzyltash in production in parallel, producing up to 400,000 ounces of gold per annum.

Mineral Resources

Following the update to the 2016 resource for Tulkubash, the Kyzyltash resources were restated at a cut-off grade of 2.0 g/t.  This is based on a block model which had been prepared on a basis suitable for selective mining in an underground environment.

Underground COG 2.0 g/t Au	Tonnes (kt)	Au grade (g/t)	Content (koz)
Measured	6,722	3.26	681
Indicated	32,794	3.79	3,864
Measured & Indicated	39,516	3.70	4,545
Inferred	6,611	4.05	832
Total	46,127	3.75	5,377

1.  The Kyzyltash resource is based on the block model originally developed for the November 2014 resource update.

2.  Resources have been stated on the basis of underground mining as this reflects the selectivity of mining consistent with the estimation parameters.

3.  The potentially open pitable resources at Kyzyltash, previously announced in 2016, have not been re-estimated to understand the impact of dilution - all resources have been included within the underground mineable resource table.

4.  A new block model would be required prior to reporting resources at Kyzyltash suitable for open pit mining.

5.  The underground resources at Kyzyltash have been reported at a cut-off grade of 2.0g/t.  The previously reported underground mineable resources in 2016 were reported at a cut-off grade of 1.8g/t.

6. 

Financial review

Income statement

Revenues during 2019 amounted to US $ 68.1 million, compared with nil in the corresponding period in 2018. This represented sales of concentrate at Kapan for the eleven-month period following acquisition by the Group from 3 0 January to 31 December.  During this period, Kapan sold 4,025dmt of copper concentrate and 5,283dmt of zinc concentrate, containing a combined 55,255 ounces Au Eq. 

The operating loss for the Group for the year ended 31 December 2019 was US $ 1 8.4 million. This included a positive EBITDA contribution from Kapan of US $8.6 million and loss before tax of US$0.7 million (refer to Note 7 for further detail) , offset by depreciation and amortisation of US$5.1 million as well as corporate and overhead costs of US $21.4 million at head office and in the Kyrgyz Republic .   The EBITDA contribution at the standalone Company level, before Group accounting and non-cash adjustments, was US$10.8 million for the eleven months ended 31 December 2019. The increased operating loss of US $18.4 million compared with US $ 13.7 million for the 2018 financial resulted mainly from non-cash charge of US$9.8 million for share-based payments in respect of the Group's management incentive plan (2018: US$0.4 million). Acquisition-related costs of US$3.5 million and US$1.4 million were charged to administrative expenses in the consolidated income statement for the years ended 31 December 2018 and 31 December 2019, respectively.

Finance costs were US $ 9. 4 million compared with US $ 3.4 million in 2018.  This resulted from additional funding taken out both in the second half of 2018 and the 2019 financial year to finance the Group's activities, including the bank loans for the acquisition of Kapan. Income taxes were US$1.5 million compared with no taxes in the comparable year, which is as a result of the acquisition of Kapan. Consequently, the Group made a loss for the year after tax of US $ 2 9.4 million compared with US $ 17.0 million in the 2018 financial year.

Balance sheet

The Group's balance sheet at 31 December 2019 includes the consolidation of Kapan following its acquisition on 30 January 2019.  Kapan's assets and liabilities have been consolidated under the acquisition accounting method using fair values at 3 0 January 2019.

Non-current assets increased from US $ 48.7 million at 31 December 2018 to US $ 10 3.1 million at 31 December 2019.  The increase was mainly due to the inclusion of property, plant and equipment at Kapan and a deferred tax asset on acquisition fair value adjustments which will be amortised over the life of the Kapan operation.  Additionally, exploration and evaluation costs of US $ 1 1.5 million were capitalised in the period relating to the asset in the Kyrgyz Republic.

Current assets are US $ 2 3 .9 million at 31 December 2019 compared with US $ 6.4 million at 31 December 2018.  Th is increase is mainly related to the inclusion of inventories (both spare parts and concentrate stocks), receivables and prepayments at Kapan. Current assets at 31 December 2019 included cash and cash equivalents of US $ 3.6 million.

Total liabilities at 31 December 2019 were US $ 10 6.8 million compared with US $ 31.4 million at 31 December 2019.  This was mainly due to an increase in borrowings of US $60.9 million, mainly due to the third-party bank funding totalling US $ 40.0 million used to fund the acquisition of Kapan , which has since been partly repaid , as well as additional borrowings to fund the Group's corporate and development activities and the issuing of convertibles to new investors.  The movement in borrowings is set out in more detail in Note 22, Note 23 and Note 26.  In addition, there is a rehabilitation provision of US $8.6 million relating to Kapan following its acquisition and consolidation.

Total equity was US $ 2 0.2 million at 31 December 2019 compared with US $ 23.6 million at 31 December 2018 . This mainly reflect s the loss for the period of US $ 2 9.4 million which has been offset by the increase in the share option reserve of US $ 9. 2 million as a result of the management incentive plan that was implemented during 2019 as well as the increase in share premium of US $ 16.6 million.  The movement in share capital is set out in more detail in Note 20 (b).

Cash flow

During the year 2019, the Group generated operating cash flows of US $2.6 million, compared with an operating cash flow consumed of US $ 8.8 million in 2018. The positive cash generation mainly represented the positive EBITDA contribution from Kapan and favourable working capital movements, partly offset by expenditure on corporate overheads and development costs.

Net cash used in investing activities in the 2019 financial year was US $54.3 million, compared with US $ 19.3 million in the corresponding 2018 financial year. This mainly reflected the payment for the acquisition of Kapan together with capitalised exploration and development spend in the Kyrgyz Republic.

Cash flow from financing activities in the period amounted to US $54.1 million, compared with US $21.9 million in the corresponding 2018 financial year . This mainly related to the bank funding to acquire Kapan and other borrowings to fund the Group's activities as explained in the balance sheet section above , net of direct transaction costs , together with the equity raise in the period.  

Cash and cash equivalents at 31 December 2019 were US $ 3.6 million compared with US $1.2 million at the start of the year.

Financing

In order to achieve the planned operational outlook management will need to raise future financing. Apart from the funds still available under the Labro facility agreement, t here are currently no binding agreements in place in respect of any additional funding and there is no guarantee that any course of funding will proceed.  Management is committed to raising additional funds and has an established track record of successfully achieving this in the past.

Going concern

Further details of the Group's status as a going concern and expected future financing plans are set out below in N ote 2 to the financial statements.

Consolidated Income Statement

For the year ended 31 December 2019

		2019	2018
	Note	US$'000	US$'000
Revenue	3	68,088	-
Cost of Sales	4	(55,652)	-
Gross Profit		12,436	-
Selling expenses		(3,024)	-
Administrative expenses	6	(27,834)	(13,705)
Other operating income		-	24
Operating loss	5	(18,422)	(13,681)
Interest receivable		9	-
Interest payable	10	(9,447)	(3,361)
Loss before tax for the year, attributable to equity shareholders of the parent		(27,860)	(17,042)
Income tax credit/(charge)	11	(1,545)	-
Loss after tax for the year, attributable to equity shareholders of the parent		(29,405)	(17,042)
Loss per share (basic and diluted) - US$ cents	12	(7.06)	(4.52)

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2019

		2019	2018
		US$'000	US$'000
Loss for the year, attributable to equity shareholders of the parent		(29,405)	(17,042)
Other comprehensive income: Items which have been reclassified to profit and loss
Exchange differences on translating foreign operations liquidated during the year Items which may subsequently be reclassified to profit and loss		-	74
Exchange differences on translating foreign operations and investments		523	-
Other comprehensive income for the year, net of tax		523	74
Total comprehensive loss for the year attributable to equity shareholders of the parent		(28,882)	(16,968)

Consolidated Balance Sheet
As at 31 December 2019		2019	2018
	Note	US$'000	US$'000
Assets
Non-current assets
Exploration and evaluation costs	13	55,070	43,527
Other intangible assets	14	1,609	54
Property, plant and equipment	15	38,269	5,094
Prepayments for non-current assets		501	-
Deferred income tax assets	16	7,652	-
Total non - current assets		103,101	48,675
Current assets
Inventories	17	9,676	-
Trade and other receivables	18	6,665	190
Prepayment on acquisition of Kapan	18	-	5,000
Deferred VAT receivable		837	-
Prepayments		3,117	-
Cash and cash equivalents	19	3,585	1,168
Total current assets		23,880	6,358
Total assets		126,981	55,033
Equity and liabilities
§ Equity attributable to shareholders
Share capital	20(b)	4,688	3,951
Share premium	20(b)	168,616	152,063
Own shares reserve	20 (g)	(216)	-
Share warrant reserve	20(d)	-	1,352
Convertible loan note reserve	20(f)	2,493	2,360
Merger reserve		10,885	10,885
Share option reserve	20(c)	10,624	1,414
Shares to be issued	20(e)	217	-
Translation reserve		(14,875)	(15,398)
Accumulated losses		(162,253)	(132,984)
Total equity		20,179	23,643
Liabilities
Non-current liabilities
Provision for rehabilitation	21	8,638	-
Convertible loan note	22	19,994	16,303
Lease liabilities	25	302	-
Total non-current liabilities		28,934	16,303
Current liabilities
Trade and other payables	24	16,759	4,924
Deferred VAT payable		837	-
Lease liabilities	25	276	-
Other loans	26	22,343	10,163
Borrowings	23	36,915	-
Other provisions for liabilities and charges	27	738	-
Total current liabilities		77,868	15,087
Total liabilities		106,802	31,390
Total liabilities and equity		126,981	55,033

The financial statements were approved and authorised for issue by the Board of Directors on 9 April 2020.

Artem Volynets   Chris Eger

Chief Executive Officer    Chief Financial Officer

	Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2019		Share Capital	Share Premium	Own Shares Reserve	Share Warrant Reserve	Convertible Loan Note Reserve	Merger Reserve	Share Option Reserve	Shares To Be Issued	Translation Reserve	Accumulated Losses	Total
	Note	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
As at 1 January 2018		3,569	138,184	-	1,352	867	10,885	2,912	1,926	(15,472)	(118,952)	25,271
Loss for the year		-	-	-	-	-	-	-	-	-	(17,042)	(17,042)
Translation gains for liquidated subsidiary		-	-	-	-	-	-	-	-	74	-	74
Total comprehensive income for the year		-	-	-	-	-	-	-	-	74	(17,042)	(16,968)
Share options lapsed		-	-	-	-	-	-	(1,857)	-	-	1,857	-
Share options expense		-	-	-	-	-	-	377	-	-	-	377
Share options exercised		2	63	-	-	-	-	(18)	-	-	-	47
Issuance of shares for cash	20 (b)	145	4,738	-	-	-	-	-	(1,926)	-	-	2,957
Conversion of loan notes	20 (f)	230	8,858	-	-	(1,153)	-	-	-	-	1,153	9,088
Equity element of convertible loan note		-	-	-	-	2,646	-	-	-	-	-	2,646
Issuance of shares for a fee		5	220	-	-	-	-	-	-	-	-	225
As at 31 December 2018		3,951	152,063	-	1,352	2,360	10,885	1,414	-	(15,398)	(132,984)	23,643
Loss for the year		-	-	-	-	-	-	-	-	-	(2 9 ,405 )	(2 9 ,405 )
Translation gains for the year		-	-	-	-	-	-	-	-	523	-	523
Total comprehensive income for the year		-	-	-	-	-	-	-	-	523	(2 9 ,405 )	(2 8,882 )
Share options lapsed		-	-	-	-	-	-	(204)	-	-	136	(68)
Share options expense		-	-	-	-	-	-	9,847	-	-	-	9,847
Share options exercised		3	95	-	-	-	-	(20)	-	-	-	78
Share scheme modification		-	-	-	-	-	-	(413)	-	-	-	(413)
Issuance of shares for cash	20 (b)	157	6,387	-	-	-	-	-	-	-	-	6,544
Issuance of shares for settlement of liabilities	20 (b)	69	3,043	-	-	-	-	-	-	-	-	3,112
Issuance of treasury shares	20 (g)	216	-	(216)	-	-	-	-	-	-	-	-
Issuance of shares for acquisition of Kapan	20 (b)	146	5,109	-	-	-	-	-	-	-	-	5,255
Equity element of convertible loan note	20 (f)	-	-	-	-	133	-	-	-	-	-	133
Warrants exercised	20 (b)	146	1,921	-	(1,352)	-	-	-	217	-	-	932
As at 31 December 2019		4,688	168,616	(216)	-	2,493	10,885	10,624	217	(14,875)	(16 2,253 )	2 0,179

Consolidated Cash Flow Statement
For the Year Ended 31 December 2019		2019	2018
	Note	US$'000	US$'000
Cash flows from operating activities
Operating loss		(18,422)	(13,681)
Depreciation and amortisation	5	5,079	326
Loss/(gain) on disposal of property, plant and equipment	5	185	(7)
Non-cash transactions - expenses		496	-
Change in provisions	18, 27	297	-
Foreign exchange gain/loss	5	(45)	-
Translation losses for liquidated subsidiary		-	74
Reversal of provision		-	(50)
Share based payments	5	9,780	377
Increase in interest payable on loans		-	239
(Increase)/decrease in inventories		7,828	-
(Increase)/decrease in trade and other receivables		(5,218)	4
Increase/(decrease) in trade and other payables		4,036	3,875
Cash generated/(used) in operations		4,016	(8,843)
Income taxes paid		(1,034)	-
Cash payments for RSUs replaced		(413)	-
Net cash generated/(used) in operations		2,569	(8,843)
Investing activities
Acquisition of subsidiary, net of cash acquired	31, 32	(38,479)	-
Purchase of property, plant & equipment	15	(3,970)	(2,165)
Purchase of intangible assets	14	(1,385)	-
Exploration and evaluation costs	13	(10,482)	(12,142)
Payment on acquisition of Kapan		-	(5,000)
Proceeds from sale of property, plant & equipment		31	8
Interest received		-	11
Net cash used in investing activities		(54,285)	(19,288)
Financing activities
Proceeds from issue of share capital, net of costs	20	6,622	3,004
Receipt of funds for shares to be issued	20	161	-
Receipt of funds for warrants exercised	20	49	-
Repayments of principal portion of lease liabilities	22	(120)	-
Proceeds from convertible loan notes issued, net of costs	22	1,072	13,554
Payment of funds for redemption of convertible loans	22	-	(4,620)
Repayments of principal amount of loan	23	(4,000)	-
Repayments of interest	23	(2,727)	-
Proceeds from loans, net of costs	22	53,000	9,924
Net cash from financing activities		54,057	21,862
Net change in cash and cash equivalents		2,341	(6,269)
Cash and cash equivalents at beginning of the year		1,168	7,461
Effect of changes in foreign exchange rates		76	(24)
Cash and cash equivalents at end of the year	19	3,585	1,168

Notes:

1. Preparation of accounts

The financial information set out in this announcement does not constitute the Company's annual accounts for the years ended 31 December 2019 and 31 December 2018.

The consolidated balance sheet at 31 December 2019, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's 2019 annual financial statements upon which the auditors' opinion is unqualified and includes a material uncertainty statement relating to going concern.

2. Significant accounting policies

The accounting policies and presentation followed in the preparation of these final results have been consistently applied to all periods in these financial statements and are the same as those applied by the Group in the preparation of its annual accounts for the year ended 31 December 2018. 

3. Loss per share

Loss per share is calculated by reference to the loss for the year of US$29.4 million (2018: loss of US$17 million) and the weighted average number of ordinary shares in issue during the year of 416,466,724 (2018: 377,347,795).

At 31 December 2019 nil (2018: 22,367,521) warrants, 56,805,258 (2018: 18,922,066 ) share options and convertible loan notes have been excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive.

4. Going concern

As at 30 March 2020 the Group had approximately US$ 2.2 million of cash and cash equivalents and US$8 6.8 million of debt (including accrued interest to the date of maturity, the terms of which are disclosed in the notes) comprising the following:

-  US$26.4 million Convertible loan note, repayable on 31 October 2021, including accrued interest to 31 October 2021 (Note 18)

-  US$19.4 million loan including interest to 31 March 2020 (note 17). On 9 April 2020 the loan terms were amended, and the maturity date was extended to December 31,2020 (Note 33).

-  Term loan for US$34.8 million entered into in connection with the acquisition of Kapan in January 2019. The loan is repayable through quarterly instalments over a period of four years, the final payment being January 2023 (Note 23)

-  The  revolving term loan facility agreement with Labro for a total amount of US$15 million. To date US$8.0 million has been drawn down, US$2.5 million has subsequently been repaid, US$6.1 million is outstanding and a further US$7.0 million remains available to the Group. The facility is due for repayment on 14 July 2020 (Note 19).

The Board has reviewed the Group's cash flow forecast for the period to 31 December 2021. The cash flow forecasts reviewed by the Board exclude cash inflows from funding which is not contractually committed. The forecasts show that the Labro loan will need to be extended or refinanced before 14 July 2020, the $19.4m loan will need to be extended or refinanced by 31 December 2020, and in addition the Group forecasts it will require further funding before Q3 to meet operational commitments and overheads. The forecasts also show that if COVID 19 had an adverse impact on the Kapan mine then a covenant on the Kapan term loan may be breached, and in addition to that the Group would require further funding if the mine was temporarily suspended for more than one month.

Kyrgyzstan

The significant global restrictions on the movement of people will impact our workforce mobilisation for the summer construction period at our Tulkubash Project. This delay will likely cause the first gold pour to be moved by six months from late 2021 to Q3 2022 . For the purpose of making an assessment of going concern, the cash flow forecasts do not include discretionary expenditure in relation to the Kyrgyzstan projects, taking into account the delay to the Project. The forecasts include minimum commitments in respect overheads and, based on a non-binding agreement, exclude payments to the mining contractor until further funding is raised.

Kapan

The Board has reviewed the Group's cash flow forecast for the period to 31 December 2021. For the purpose of making an assessment of going concern, the cash flow forecasts reviewed by the Board exclude additional funding which is not contractually committed and also exclude discretionary expenditure in relation to the Kyrgysztan projects and take into account the delay of the Project.

The Board have based the cash flow forecasts for Kapan on the most recent budgets. Chaarat Kapan has experienced minimal disruptions to supply chains and shipment as a result of C OVID -19. However, if there was an unexpected adverse combination of factors or the temporary closure of Kapan   for more than one month, then   a covenant on the Kapan loan may be breached and the Group would require further additional funding .

US$ 19.4 million loan

On 9 April 2020, t he Group entered into an agreement with the lender to extend the maturity date of the US$19.4 million loan to 31 December 2020 . The terms of the loan include a requirement to repay the loan prior to or in conjunction with any additional debt financing that the Group may raise with limited exceptions.

Labro loan

Matures in July. The Group is in advanced negotiations in respect of extending the Labro loan and has a reasonable expectation that an extension agreement will be agreed in due course. However, there is no guarantee that an extension will be received. Depending on the terms of the extension, the Labro loan may need to be refinanced within the going concern period.

The Board has a reasonable expectation that the Group will be able to raise additional funds as demonstrated by the Group's established track record in historical fund raisings and refinancing events. Since June 2018 or when the new management joined the Company, the management team has successfully raised over US$115 million through equity, debt or debt like instruments and has established strong relationships with key stakeholders.  As a result of historical and ongoing proactive di scussions with stakeholders, the Board  has a reasonable expectation that the Group will be able   to raise fu rther funds in order to meet its obligations. Notwithstanding this, COVID-19 has had a significant negative impact on the global economy which may mean it is harder to secure additional funding than has historically been the case.

Subject to the above, which the Board has a reasonable expectation can be achieved the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis. However, there are currently no binding agreements in place in respect of any additional funding and there is no guarantee that any course of funding will proceed.  Therefore, as set out above, this indicates the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

5. Post balance sheet events

Breach of loan covenant

This bank financing has certain covenants attached to it that the Group needs to adhere to, one of which is the Net debt to last twelve months ('LTM') EBITDA of 2.5x as at 3 1   December 2019. The Company did not meet this covenant as at 3 1   December 2019 and as such the full bank debt has been disclosed as a current liability.  The LTM EBITDA calculation is based on EBITDA from 1 January 201 9 to 31 December 2019.  Chaarat ownership of Kapan commenced on 30 January 2019 and as such one month of the LTM calculation, is based on Kapan whilst being operated by Polymetal International Plc.  

A waiver was received in April 2020, with regards to the relevant covenant not being met on 31 December 2019 and therefore the Group remains in full compliance of the loan.

US$ 19.4 million loan

On 9 April 2020, t he Group entered into an agreement with the lender to extend the maturity date of the US$19.4 million loan to 31 December 2020 . The terms of the Loan remain significantly unchanged, including the interest charge of 13% per annum and the requirement to repay the loan prior to or in conjunction with any additional debt financing that the Group may raise with limited exceptions. A fee of 150 basis points of the outstanding loan amount will be paid in cash at closing of the extension agreement to the Loan provider.

Labro, who has provided a guarantee and security package to the lender, has agreed to extend and increase the guarantee and security package directly to the lender for the full amount of the Loan.  As part of the extension agreement, Chaarat will compensate Labro for providing an increased security package to the Loan provider and is in advanced discussions to agree the respective terms for such compensation.

COVID-19

Since 31 December 2019, the spread of COVID-19 has severely impacted many local economies around the globe. In many countries, businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to stabilise economic conditions.

COVID-19 has created a series of unprecedented challenges with regards to future fundraising. We expect the timelines for fundraisings to be impacted by, the uncertainty and market turbulence stemming from the pandemic, liquidity constraints on investors resulting in a reduced appetites to enter into new long-term capital commitments and the challenges for investors to undertake their due diligence (in particular, face-to-face meetings), receive appropriate internal approvals and obtain relevant signatories.

The Company however has determined that COVID-19 is a non-adjusting post-balance sheet event. Accordingly, the financial position and results of operations as of and for the year ended 31 December 2019 have not been adjusted to reflect its impact. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. It is not possible to reliably estimate the duration and severity of these consequences, as well as their impact on the financial position and results of the Company for future periods.

6. Timetable and distribution of accounts

The Annual General Meeting ("AGM") will be held on Wednesday, 20 May 2020 at 11am at 9-10 Savile Row, London W1S 3PF.  The Board has noted the guidance issued by the UK Government on 23 March 2020 restricting social gatherings due to the ongoing Covid-19 pandemic and the fact that, if such guidance remains in place, shareholders will be prohibited from attending the AGM.  Given the current guidance and the general uncertainty as to what additional and/or alternative measures may be put in place, whilst it is the Company's intention to proceed with holding an AGM, the Board requests that shareholders do not attend the AGM but instead appoint a proxy and provide voting instructions in advance of the AGM.  Given the current UK Government restrictions, the Board will put in place a dial-in facility for shareholders to listen to the AGM proceedings details of which will be provided in due course.  The Board will keep these AGM arrangements under review and will update shareholders via a RNS.

Copies of the Annual Report and Notice of the Annual General Meeting will be sent to shareholders by 24 April 2020.

Additional copies of the Annual Report and Accounts will be available for inspection at the registered office of the Company from the date of this notice until the conclusion of the Annual General Meeting and will be posted on the Company's website - www.chaarat.com

About Chaarat Gold

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic. The Company has a clear strategy to build a leading emerging markets gold company with an initial focus on Central Asia and the FSU through organic growth and selective M&A.

Chaarat is engaged in active community engagement programmes to optimise the value of the Chaarat investment proposition.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at www.chaarat.com.

 

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