ENDEAVOUR REPORTS RECORD FY-2021 RESULTS
Production of 1.54Moz at AISC of $885/oz l Operating cash flow of $1.2 billion l FY-2021 total shareholder return of $278m
OPERATIONAL AND FINANCIAL HIGHLIGHTS
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London, 17 March 2022 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) (“Endeavour”, the “Group” or the “Company”) is pleased to announce its operating and financial results for FY-2021, with highlights provided in Table 1 below.
Table 1: Consolidated Highlights
All amounts in US$ million, unless otherwise stated | THREE MONTHS ENDED | YEAR ENDED | |||||
31 December 2021 | 30 September 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 | Δ FY-2021 vs. FY-2020 | ||
OPERATING DATA FROM ALL OPERATIONS | |||||||
Gold Production, koz | 398 | 382 | 344 | 1,536 | 908 | +69% | |
All-in Sustaining Cost1, $/oz | 915 | 904 | 803 | 885 | 873 | +1% | |
Realised Gold Price, $/oz | 1,787 | 1,763 | 1,841 | 1,773 | 1,760 | +1% | |
CASH FLOW FROM CONTINUING OPERATIONS2 | |||||||
Operating Cash Flow before Changes in WC | 316 | 327 | 289 | 1,167 | 629 | +86% | |
Operating Cash Flow before Changes in WC1, $/sh | 1.27 | 1.31 | 1.77 | 4.86 | 4.59 | +6% | |
Operating Cash Flow | 356 | 312 | 375 | 1,175 | 711 | +65% | |
Operating Cash Flow1, $/sh | 1.43 | 1.25 | 2.30 | 4.89 | 5.18 | (6)% | |
PROFITABILITY FROM CONTINUING OPERATIONS2 | |||||||
Net (Loss)/Earnings Attributable to Shareholders | (103) | 117 | 65 | 221 | 96 | +130% | |
Net (Loss)/Earnings per Share, $/sh | (0.41) | 0.47 | 0.40 | 0.92 | 0.70 | +31% | |
Adjusted Net Earnings Attributable to Shareholders1 | 145 | 152 | 154 | 577 | 323 | +79% | |
Adjusted Net Earnings per Share1, $/sh | 0.58 | 0.61 | 0.95 | 2.40 | 2.36 | +2% | |
EBITDA1 | 123 | 344 | 227 | 1,139 | 530 | +115% | |
Adjusted EBITDA1 | 371 | 381 | 329 | 1,506 | 771 | +95% | |
SHAREHOLDER RETURNS | |||||||
Shareholder dividends paid | — | 70 | — | 130 | — | n.a. | |
Share buyback (commenced in Q2-2021) | 44 | 35 | — | 138 | — | n.a. | |
FINANCIAL POSITION HIGHLIGHTS | |||||||
(Net Cash), Net Debt1 | (76) | 70 | (75) | (76) | (75) | +1% | |
Net Debt / Adjusted EBITDA (LTM) ratio1 | (0.05) | 0.05 | (0.09) | (0.05) | (0.09) | (44)% | |
1 This is a non-GAAP measure. Refer to the non-GAAP measure section of the Management Report. 2From Continuing Operations excludes the Agbaou mine which was divested on 1 March 2021. |
Management will host a conference call and webcast, today, on Thursday 17 March at 9:30 am EST / 1:30 pm GMT. For instructions on how to participate, please refer to the conference call and webcast section at the end of the news release.
Sebastien de Montessus, President and CEO, commented: “2021 was a very successful year for Endeavour during which we delivered against all our objectives. Our focus was on executing our capital allocation priorities to fully deliver our shareholder returns programme, while supporting our operations, continuing to strengthen our balance sheet and investing in exploration.
Operationally, after the rapid and successful integration of the Teranga and SEMAFO assets, we were able to achieve a record year with production in excess of 1.5Moz, ensuring we have now met or exceeded guidance for the ninth consecutive year.
Our strong operating performance generated $1.2 billion in operating cash flow which has allowed us to deliver robust shareholder returns while improving our net cash position. Since commencing our shareholder returns programme, marked by the first dividend payment in early 2021, we have already returned $338 million by way of dividends and buybacks. On the balance sheet front, we have re-established a strong net cash position after absorbing circa $330 million of net debt following the Teranga acquisition.
We are also pleased to have recently completed the sale of our non-core Karma mine which will allow us to focus management efforts on our high margin, long-life and low cost core assets.
We have entered 2022 with considerable momentum and we expect to deliver another strong year for the Group. We will remain focussed on prudent balance sheet management, cash flow generation and shareholder returns while we continue to drive long-term value for shareholders through our key growth projects and our focus on exploration."
UPCOMING CATALYSTS
The key upcoming expected catalysts are summarised in the table below.
Table 2: Key Upcoming Catalysts
TIMING | CATALYST | |
Q1-2022 | Sabodala-Massawa | Completion of Definitive Feasibility Study for Phase 2 |
Q2-2022 | Sabodala-Massawa | Launch of Phase 2 construction |
Q2-2022 | Lafigue deposit - Fetekro property | Completion of Definitive Feasibility Study |
Q3-2022 | Shareholder returns | Payment of H1-2022 dividend |
Q3-2022 | Mana | Wona Underground first stope production |
2021 FULL YEAR PERFORMANCE AND 2022 GUIDANCE
Table 3: FY-2021 Performance vs. FY-2021 Guidance 1
FY-2021 | 2021 FULL YEAR GUIDANCE | |||
Production, koz | 1,536 | 1,365 | — | 1,495 |
AISC, $/oz | 885 | 850 | — | 900 |
1 Production and AISC from all operations includes Agbaou until 1 march 2021 and the Teranga assets from 10 February 2021 |
Table 4: Group Production and AISC FY-2022 Guidance
PREVIOUS FY-2022 GUIDANCE | UPDATED FY-2022 GUIDANCE 1 | VARIANCE | |||||||
Gold Production, koz | 1,400 | — | 1,500 | 1,315 | — | 1,400 | (85) | — | (100) |
All-in Sustaining Cost2, $/oz | 890 | — | 940 | 880 | — | 930 | (10) | — | (10) |
1 Updated FY-2022 guidance excludes production from the Karma mine, which was divested on 10 March 2022. |
SHAREHOLDER RETURNS PROGRAMME
Table 5: Cumulative Shareholder Returns Delivered
TOTAL SHAREHOLDER RETURNS, $m | |
FY-2020 dividend (paid in Q1-2021) | 60 |
H1-2021 dividend (paid in Q3-2021) | 70 |
H2-2021 dividend (paid in Q1-2022) | 70 |
TOTAL DIVIDENDS | 200 |
Share buyback (bought in FY-2021) | 138 |
TOTAL SHAREHOLDER RETURNS | 338 |
CASH FLOW AND LIQUIDITY SUMMARY
The table below presents the cash flow and Net Debt position for Endeavour for the three and twelve month period ending 31 December 2021, with accompanying notes below.
Table 6: Cash Flow and Net Cash/(Net Debt) Position
THREE MONTHS ENDED | YEAR ENDED | |||||
In US$ million unless otherwise specified | 31 December 2021 |
30 September
2021 |
31 December 2020 | 31 December 2021 | 31 December 2020 | |
Net cash from (used in), as per cash flow statement: | ||||||
Operating cash flows before changes in working capital from continuing operations | 316 | 327 | 289 | 1,167 | 629 | |
Changes in working capital | 40 | (15) | 87 | 8 | 82 | |
Cash (used by)/generated from discontinued operations | — | — | (11) | (9) | 38 | |
Cash generated from operating activities | [1] | 356 | 313 | 364 | 1,166 | 749 |
Cash used in investing activities | [2] | (132) | (137) | (97) | (512) | (160) |
Cash used in financing activities | [3] | (71) | (233) | (80) | (431) | (71) |
Effect of exchange rate changes on cash | (7) | (15) | 4 | (32) | 7 | |
INCREASE/(DECREASE) IN CASH | 146 | (73) | 191 | 192 | 525 | |
Cash position at beginning of period | 760 | 833 | 523 | 715 | 190 | |
CASH POSITION AT END OF PERIOD | [4] | 906 | 760 | 715 | 906 | 645 |
Cash included in assets held for sale | — | — | — | — | 70 | |
Corporate bond | (500) | — | — | (500) | — | |
Convertible senior bond | (330) | (330) | (330) | (330) | (330) | |
Drawn portion of corporate loan facility | [5] | — | (500) | (310) | — | (310) |
NET CASH/(NET DEBT) POSITION | [6] | 76 | (70) | 75 | 76 | 75 |
Net debt/Adjusted EBITDA (LTM) ratio1 | [7] | (0.05)x | 0.05x | (0.09)x | (0.05)x | (0.09)x |
1 Net cash / debt and Adjusted EBITDA are Non-GAAP measures. Refer to the non-GAAP measure section of the Management Report.
NOTES:
1) Operating cash flows increased by $43.4 million from $312.5 million (or $1.25 per share) in Q3-2021 to $355.9 million (or $1.43 per share) in Q4-2021 mainly due to an increase in working capital, a higher realised gold price and lower income taxes paid, while gold sales remained flat. Operating cash flow before working capital decreased by $10.8 million from $327.2 million (or $1.31 per share) in Q3-2021 to $316.4 million (or $1.27 per share) in Q4-2021. Operating cash flows increased by $417.2 million from $748.9 million (or $5.46 per share) in FY-2020 to $1,166.1 million (or $4.86 per share) in FY-2021 due to the addition of the acquired Wahgnion and Sabodala-Massawa mines on 10 February 2021 and the inclusion of the Boungou and Mana mines for the full year in 2021. The reduced operating cash flow per share in FY-2021 compared to FY-2020 is due to the reduction in working capital inflows and the increase in income taxes paid. Notable variances are summarised below:
2) Cash flows used by investing activities remained consistent with the prior quarter, amounting to $132.3 million in Q4-2021 as sustaining capital expenditures decreased while non-sustaining capital expenditure increased, as described below:
3) Cash flows used by financing activities decreased by $161.7 million to $71.2 million in Q4-2021. During Q4-2021, the Company repaid long-term debt of $500.0 million, received proceeds from the issue of Senior Notes of $494.6 million, made payments towards the Company’s share buyback programme of $39.7 million and payments of financing and other fees of $19.4 million.
4) At quarter-end, Endeavour’s liquidity remained strong with $906.2 million of cash on hand and the full $500.0 million quantum undrawn under the revolving credit facility.
5) Endeavour's corporate loan facilities were increased from $430.0 million to $800.0 million in Q1-2021 to retire Teranga’s various higher cost debt facilities. In Q4-2021, Endeavour restructured its debt replacing its corporate loan facility with $500.0 million fixed rate senior notes and a $500.0 million unsecured RCF that remained undrawn at year-end. Endeavour’s debt restructuring is described in the below “Debt Refinancing” section.
6) Endeavour ended FY-2021 with a net cash financial position of $76.2 million. Net debt decreased by $145.8 million during Q4-2021 despite completing $39.7 million of shares buybacks. Net cash remained flat compared to the beginning of the year despite absorbing approximately $332.0 million of Net Debt from Teranga in Q1-2021.
7) Given the net cash position, the net debt / Adjusted EBITDA (LTM) leverage ratio stood at (0.05)x at year-end, down from 0.05x in Q3-2021, and well below the Company’s long-term target of less than 0.50x, which provides flexibility to continue to supplement its shareholder return programme while maintaining headroom to fund its organic growth. The leverage ratio remained stable year-over-year.
DEBT REFINANCING
EARNINGS FROM CONTINUING OPERATIONS
The table below presents the earnings and adjusted earnings for Endeavour for the three and twelve month period ending 31 December 2021, with accompanying notes below.
Table 7: Earnings from Continuing Operations
THREE MONTHS ENDED | YEAR ENDED | |||||
31 December 2021 |
30 September 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
||
Revenue | [8] | 697 | 692 | 553 | 2,778 | 1,424 |
Operating expenses | [9] | (250) | (257) | (204) | (1,063) | (575) |
Depreciation and depletion | [9] | (202) | (158) | (93) | (649) | (261) |
Royalties | [10] | (45) | (43) | (38) | (176) | (99) |
Earnings from mine operations | 201 | 235 | 218 | 891 | 489 | |
Corporate costs | [11] | (20) | (12) | (8) | (63) | (24) |
Acquisition and restructuring costs | [12] | (1) | (2) | (14) | (29) | (40) |
Impairment charge of mining interests | [13] | (259) | — | (65) | (259) | (65) |
Share-based compensation | (7) | (7) | (5) | (32) | (19) | |
Exploration costs | (5) | (3) | (1) | (24) | (5) | |
(Loss)/earnings from mine operations | (92) | 211 | 126 | 483 | 338 | |
Gain/(loss) on financial instruments | [14] | 16 | (20) | 22 | 23 | (79) |
Finance costs | (25) | (15) | (13) | (66) | (49) | |
Other (expense)/income | (2) | (3) | (14) | (16) | 9 | |
(Loss)/earnings before taxes | (104) | 172 | 121 | 424 | 220 | |
Current income tax expense | [15] | (39) | (40) | (51) | (196) | (123) |
Deferred income tax recovery | [16] | 34 | 4 | 3 | 52 | 37 |
Net comprehensive (loss)/earnings from continuing operations | [17] | (109) | 136 | 74 | 279 | 134 |
Add-back adjustments | [18] | 248 | 36 | 102 | 367 | 242 |
Adjusted net earnings from continuing operations | [19] | 139 | 172 | 175 | 647 | 376 |
Portion attributable to non-controlling interests | (7) | 20 | 21 | 70 | 53 | |
Adjusted net earnings from continuing operations attributable to shareholders of the Company | [19] | 145 | 152 | 154 | 577 | 323 |
(Loss)/earnings per share from continuing operations | (0.41) | 0.47 | 0.40 | 0.92 | 0.70 | |
Adjusted net earnings per share from continuing operations | 0.58 | 0.61 | 0.95 | 2.40 | 2.36 |
NOTES:
8) Revenue increased by $5.5 million in Q4-2021 over Q3-2021 mainly due to the higher realised gold price for Q4-2021 of $1,787/oz compared to $1,763/oz for Q3-2021, which was offset slightly by lower gold sales at the Boungou, Ity and Karma mines. Revenue for FY-2021 increased by 95% compared to FY-2020 due to the acquired Wahgnion and Sabodala-Massawa mines, which contributed a total of $926.0 million to revenue and the inclusion of the Boungou and Mana mines for the full year in 2021, which contributed a total of $682.9 million to revenue for FY-2021. In addition, gold sales at the Company’s three legacy mines increased by 76koz in FY-2021 compared to FY-2020, favourably impacting revenue by $135.9 million. The realised gold price also increased from $1,761 per ounce in FY-2020 to $1,773 per ounce in FY-2021 which accounted for an increase in revenue of approximately $30.0 million for the Company’s three legacy continuing operations.
9) Operating expenses decreased by $7.0 million in Q4-2021 compared to Q3-2021 due to decreased levels of production at the Boungou, Ity, Sabodala-Massawa and Karma mines. Depreciation and depletion increased by $43.7 million in Q4-2021 mainly due to additional depletion of the mining interests relating to TSFs based on the updated capacity estimates at year-end. FY-2021 operating expenses and depreciation increased mainly due to the acquired Wahgnion and Sabodala-Massawa mines and the inclusion of the Boungou and Mana mines for the full year in 2021.
10) Royalties slightly increased to $44.9 million in Q4-2021 over Q3-2021 due to higher realised gold prices, while the underlying royalty rate stood at 5% across all assets.
11) Corporate costs were $20.3 million for Q4-2021 compared to $12.0 million for Q3-2021. The increase in corporate costs are primarily due to costs associated with corporate integration and listing on the LSE.
12) Acquisition and restructuring costs were $1.0 million in Q4-2021 compared to $1.8 million in Q3-2021. Costs decreased in Q4-2021 compared to the prior period due to the completion of several integration projects earlier in the year, after the completion of the acquisition of Teranga.
13) Impairment of mining interests and goodwill was $259.4 million in Q4-2021 and FY-2021. The impairment was mainly due to the impairment of the Boungou mine of $246.3 million and $11.7 million for the Karma mine. The impairment of the Boungou mine was driven by a revised life of mine plan which reflects the increased operating costs, lower than expected production and processed grades, and a decrease in the estimated resource to reserve conversion and exploration potential surrounding the Boungou mine. The impairment of the Karma mine is based on the fair value of the total consideration to be received following disposal of the Karma mine.
14) The gain on financial instruments was $15.6 million in Q4-2021 compared to a loss of $20.0 million in Q3-2021. The gain in Q4-2021 was mainly due to an unrealised gain on revaluation of the conversion option on the convertible notes of $8.7 million, a gain on other financial instruments of $5.8 million, gain on change in fair value of the call rights and warrant liabilities of $1.6 million and $0.8 million respectively, and a gain on the gold collar of $6.2 million and a realised gain on forward sale of $3.7 million which are both detailed below. These gains were offset by foreign exchange losses of $8.1 million, a loss on the change in fair value of receivable measured at fair value through profit and loss of $2.3 million. The Company entered into a revenue protection programme for a portion of its production for 2022 and 2023 in order to protect against gold price volatility during its upcoming construction phase. The programme is structured as a low premium collar with a put price of $1,750 per ounce and a call price of $2,100 per ounce for a total of approximately 600,000 ounces. The premium for the collar of $10.0 million was paid in Q4-2021. In addition, the Company entered into a forward sales contract for approximately 540,000 ounces of production at average gold price of approximately $1,830 per ounce.
15) Current income tax expense was $39.4 million in Q4-2021 compared to $40.4 million in Q3-2021. Current income tax expense for Q4-2021 decreased slightly compared to Q3-2021 due to lower income tax expense at Boungou associated with lower production levels and revenue generated.
16) Deferred income tax recovery was $34.1 million In Q4-2021 compared to a recovery of $4.4 million in Q3-2021. The increase is due to the timing difference between recognising earnings and taxable earnings related to the impairments at Boungou and Karma.
17) Net comprehensive loss of $109.4 million was recorded for Q4-2021 compared to a gain of $136.4 million in Q3-2021 due to impairments charges as described in Note 14.
18) For Q4-2021, adjustments mainly included impairments on mineral interests of $259.4 million, a gain on financial instruments of $15.6 million, non-cash expense of inventory associated with the fair value adjustment on purchase price allocation of Teranga of $1.3 million, acquisition and restructuring costs of $1.0 million and other non-recurring expenses of $2.1 million. Full year adjustments include impairments on mineral interests of $259.4 million, non-cash expense of inventory associated with the fair value adjustment on purchase price allocation of SEMAFO and Teranga of $85.4 million, acquisition and restructuring costs of $29.5 million, gain on financial instruments of $22.9 million, net loss from discontinued operations of $3.7 million and other non-recurring expenses of $16.0 million.
19) Adjusted net earnings attributable to shareholders for continuing operations were $145.3 million (or $0.58 per share) in Q4-2021 a decrease compared to $152.3 million (or $0.61 per share) in Q3-2021 due to increased depreciation and depletion, corporate costs and finance costs, which were slightly offset by an increase in deferred income tax recovery.
Q4-2021 & FY-2021 OPERATIONS REVIEW
Table 8: Consolidated Group Production
THREE MONTHS ENDED | YEAR ENDED | ||||
(All amounts in koz, on a 100% basis) | 31 December 2021 |
30 September 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
Boungou1 | 35 | 41 | 64 | 174 | 94 |
Houndé | 77 | 70 | 101 | 293 | 277 |
Ity | 60 | 61 | 61 | 272 | 213 |
Karma | 20 | 21 | 28 | 88 | 98 |
Mana1 | 54 | 49 | 61 | 205 | 121 |
Sabodala-Massawa2 | 105 | 106 | — | 345 | — |
Wahgnion2 | 47 | 34 | — | 147 | — |
PRODUCTION FROM CONTINUING OPERATIONS | 398 | 382 | 315 | 1,524 | 803 |
Agbaou3 | — | — | 28 | 13 | 105 |
GROUP PRODUCTION | 398 | 382 | 344 | 1,536 | 908 |
1 Included for the post acquisition period commencing 1 July 2020. 2 Included for the post acquisition period commencing 10 February 2021. 3 Divested on 1 March 2021.
Table 9: Consolidated All-In Sustaining Costs 1
(All amounts in US$/oz)
|
THREE MONTHS ENDED | YEAR ENDED | |||
31 December 2021 |
30 September 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
|
Boungou1 | 825 | 798 | 534 | 801 | 609 |
Houndé | 874 | 921 | 612 | 843 | 837 |
Ity | 854 | 915 | 1,055 | 836 | 807 |
Karma | 1,300 | 1,259 | 1,132 | 1,193 | 1,005 |
Mana1 | 1,116 | 1,029 | 803 | 1,026 | 853 |
Sabodala-Massawa2 | 592 | 655 | — | 645 | — |
Wahgnion2 | 1,066 | 1,097 | — | 994 | — |
Corporate G&A | 48 | 23 | 28 | 32 | 29 |
AISC FROM CONTINUING OPERATIONS | 915 | 904 | 779 | 883 | 853 |
Agbaou3 | — | — | 1,068 | 1,132 | 1,027 |
GROUP AISC | 915 | 904 | 803 | 885 | 873 |
1 Included for the post acquisition period commencing 1 July 2020. 2 Included for the post acquisition period commencing 10 February 2021. 3 Divested on 1 March 2021.
FY-2022 OUTLOOK
Table 10: Production 2022 Guidance 1
(All amounts in koz, on a 100% basis) | 2022 FULL-YEAR GUIDANCE | ||
Boungou | 130 | — | 140 |
Houndé | 260 | — | 275 |
Ity | 255 | — | 270 |
Mana | 170 | — | 190 |
Sabodala-Massawa | 360 | — | 375 |
Wahgnion | 140 | — | 150 |
GROUP PRODUCTION FROM CONTINUING OPERATIONS 1 | 1,315 | — | 1,400 |
1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.
Table 11: AISC 2022 Guidance 1
(All amounts in US$/oz) | 2022 FULL-YEAR GUIDANCE | ||
Boungou | 900 | — | 1,000 |
Houndé | 875 | — | 925 |
Ity | 850 | — | 900 |
Mana | 1,000 | — | 1,100 |
Sabodala-Massawa | 675 | — | 725 |
Wahgnion | 1,050 | — | 1,150 |
Corporate G&A | 30 | ||
GROUP AISC FROM CONTINUING OPERATIONS 1 | 880 | — | 930 |
1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.
Table 12: Sustaining and Non-Sustaining Mine Capital Expenditure 2022 Guidance 1
(All amounts in US$m) | SUSTAINING CAPITAL | NON-SUSTAINING CAPITAL |
Boungou | 15 | 19 |
Houndé | 44 | 18 |
Ity | 20 | 29 |
Mana | 7 | 40 |
Sabodala-Massawa | 63 | 34 |
Wahgnion | 20 | 23 |
Non-mining | 0 | 10 |
MINE CAPITAL EXPENDITURES FROM CONTINUING OPERATIONS | 169 | 173 |
1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.
Table 13: Exploration 2022 Guidance 1
(All amounts in US$m unless stated) | 2022 GUIDANCE | 2022 ALLOCATION |
Sabodala-Massawa mine | 15 | 19% |
Hounde mine | 14 | 18% |
Other greenfield projects | 15 | 19% |
Ity mine | 10 | 13% |
Wahgnion mine | 9 | 11% |
Lafigue project | 7 | 9% |
Mana mine | 6 | 8% |
Boungou mine | 4 | 4% |
TOTAL FROM CONTINUING OPERATIONS | 80 | 100% |
Note: Approximately 50% is expected to be classified as expensed and 50% as non-sustaining capital 1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022. |
OPERATING ACTIVITIES BY MINE
Boungou Gold Mine, Burkina Faso
Table 14: Boungou Performance Indicators (for the post acquisition period)
For The Period Ended | Q4-2021 | Q3-2021 | Q4-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 301 | 539 | 335 | 1,437 | 459 | |
Total tonnes mined, kt | 4,294 | 7,126 | 2,240 | 26,439 | 2,534 | |
Strip ratio (incl. waste cap) | 13.27 | 12.22 | 5.69 | 17.40 | 4.53 | |
Tonnes milled, kt | 352 | 349 | 333 | 1,352 | 641 | |
Grade, g/t | 3.36 | 3.76 | 6.92 | 4.07 | 5.10 | |
Recovery rate, % | 95 | 95 | 96 | 95 | 95 | |
PRODUCTION, KOZ | 35 | 41 | 64 | 174 | 94 | |
Total cash cost/oz | 778 | 717 | 516 | 695 | 592 | |
AISC/OZ | 825 | 800 | 534 | 801 | 609 |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
2022 Outlook
Houndé Gold Mine, Burkina Faso
Table 15: Houndé Performance Indicators
For The Period Ended | Q4-2021 | Q3-2021 | Q4-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 777 | 596 | 2,120 | 4,397 | 5,324 | |
Total tonnes mined, kt | 12,297 | 11,966 | 10,741 | 49,917 | 43,495 | |
Strip ratio (incl. waste cap) | 14.83 | 19.07 | 4.07 | 10.35 | 7.17 | |
Tonnes milled, kt | 1,226 | 1,142 | 1,117 | 4,622 | 4,228 | |
Grade, g/t | 2.05 | 2.11 | 3.06 | 2.13 | 2.21 | |
Recovery rate, % | 94 | 92 | 94 | 92 | 93 | |
PRODUCTION, KOZ | 77 | 70 | 101 | 293 | 277 | |
Total cash cost/oz | 684 | 631 | 541 | 675 | 703 | |
AISC/OZ | 874 | 921 | 612 | 843 | 837 |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
2022 Outlook
Ity Gold Mine, Côte d’Ivoire
Table 16: Ity Performance Indicators
For The Period Ended | Q4-2021 | Q3-2021 | Q4-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 2,234 | 1,690 | 2,660 | 7,906 | 8,571 | |
Total tonnes mined, kt | 6,624 | 5,576 | 6,546 | 24,950 | 23,469 | |
Strip ratio (incl. waste cap) | 1.97 | 2.30 | 1.46 | 2.16 | 1.74 | |
Tonnes milled, kt | 1,624 | 1,530 | 1,456 | 6,248 | 5,353 | |
Grade, g/t | 1.50 | 1.50 | 1.72 | 1.67 | 1.57 | |
Recovery rate, % | 77 | 83 | 76 | 80 | 79 | |
PRODUCTION, KOZ | 60 | 61 | 61 | 272 | 213 | |
Total cash cost/oz | 749 | 828 | 991 | 750 | 764 | |
AISC/OZ | 854 | 915 | 1,055 | 836 | 807 |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
2022 Outlook
Mana Gold Mine, Burkina Faso
Table 17: Mana Performance Indicators (for the post acquisition period)
For The Period Ended | Q4-2021 | Q3-2021 | Q4-2020 | FY-2021 | FY-2020 | |
OP tonnes ore mined, kt | 529 | 592 | 435 | 2,025 | 900 | |
OP total tonnes mined, kt | 2,695 | 5,114 | 9,227 | 23,529 | 15,642 | |
OP strip ratio (incl. waste cap) | 4.09 | 7.64 | 20.21 | 10.62 | 16.38 | |
UG tonnes ore mined, kt | 180 | 199 | 215 | 838 | 412 | |
Tonnes milled, kt | 651 | 667 | 629 | 2,593 | 1,222 | |
Grade, g/t | 2.75 | 2.50 | 3.33 | 2.65 | 3.38 | |
Recovery rate, % | 93 | 91 | 90 | 91 | 92 | |
PRODUCTION, KOZ | 54 | 49 | 61 | 205 | 121 | |
Total cash cost/oz | 1,070 | 986 | 741 | 966 | 787 | |
AISC/OZ | 1,116 | 1,029 | 803 | 1,026 | 853 |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
2022 Outlook
Sabodala-Massawa Gold Mine, Senegal
Table 18: Sabodala-Massawa Performance Indicators (for the post acquisition period)
For The Period Ended | Q4-2021 | Q3-2021 | Q3-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 1,719 | 1,717 | n/a | 6,603 | n/a | |
Total tonnes mined, kt | 12,789 | 11,515 | n/a | 40,933 | n/a | |
Strip ratio (incl. waste cap) | 6.44 | 5.71 | n/a | 5.20 | n/a | |
Tonnes milled, kt | 1,081 | 1,079 | n/a | 3,777 | n/a | |
Grade, g/t | 3.41 | 3.32 | n/a | 3.19 | n/a | |
Recovery rate, % | 90 | 90 | n/a | 90 | n/a | |
PRODUCTION, KOZ | 105 | 106 | n/a | 345 | n/a | |
Total cash cost/oz | 458 | 492 | n/a | 507 | n/a | |
AISC/OZ | 592 | 655 | n/a | 645 | n/a |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
Plant Expansion
2022 Outlook
Wahgnion Gold Mine, Burkina Faso
Table 19: Wahgnion Performance Indicators (for the post acquisition period)
For The Period Ended | Q4-2021 | Q3-2021 | Q3-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 1,054 | 917 | n/a | 3,807 | n/a | |
Total tonnes mined, kt | 8,965 | 6,154 | n/a | 27,185 | n/a | |
Strip ratio (incl. waste cap) | 7.51 | 5.71 | n/a | 6.14 | n/a | |
Tonnes milled, kt | 959 | 809 | n/a | 3,322 | n/a | |
Grade, g/t | 1.64 | 1.40 | n/a | 1.43 | n/a | |
Recovery rate, % | 92 | 93 | n/a | 94 | n/a | |
PRODUCTION, KOZ | 47 | 34 | n/a | 147 | n/a | |
Total cash cost/oz | 962 | 983 | n/a | 916 | n/a | |
AISC/OZ | 1,066 | 1,097 | n/a | 994 | n/a |
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
2022 Outlook
Karma Gold Mine, Burkina Faso
Table 20: Karma Performance Indicators
For The Period Ended | Q4-2021 | Q3-2021 | Q4-2020 | FY-2021 | FY-2020 | |
Tonnes ore mined, kt | 1,182 | 1,393 | 1,253 | 5,071 | 4,781 | |
Total tonnes mined, kt | 4,553 | 4,972 | 5,012 | 20,883 | 19,158 | |
Strip ratio (incl. waste cap) | 2.85 | 2.57 | 3.00 | 3.12 | 3.01 | |
Tonnes stacked, kt | 1,246 | 1,264 | 1,327 | 5,157 | 4,871 | |
Grade, g/t | 0.79 | 0.70 | 0.78 | 0.78 | 0.84 | |
Recovery rate, % | 69 | 64 | 72 | 67 | 77 | |
PRODUCTION, KOZ | 20 | 21 | 28 | 88 | 98 | |
Total cash cost/oz | 1,295 | 1,258 | 1,102 | 1,186 | 954 | |
AISC/OZ | 1,300 | 1,259 | 1,132 | 1,193 | 1,005 |
Karma Sale Insights
Q4-2021 vs Q3-2021 Insights
FY-2021 Performance
EXPLORATION ACTIVITIES
Table 21: Consolidated FY-2021 Exploration Expenditures and 2022 guidance 1
(All amounts in US$m) |
FY-2021
ACTUAL |
FY-2022 GUIDANCE |
Sabodala-Massawa mine | 12.5 | 15.0 |
Houndé mine | 13.9 | 14.0 |
Ity mine | 11.0 | 10.0 |
Wahgnion mine | 8.5 | 9.0 |
Lafigué project | 10.0 | 7.0 |
Mana mine | 9.1 | 6.0 |
Boungou mine | 5.4 | 4.0 |
Karma mine | 0.0 | 0.0 |
Greenfield and development projects | 19.7 | 15.0 |
TOTAL | 90.1 | 80.0 |
Note: Amounts may differ from Management Report due to rounding 1 Consolidated exploration expenditures include expensed, sustaining, and non-sustaining exploration expenditures. |
Boungou mine
Houndé mine
Ity mine
Karma mine
Mana mine
Sabodala-Massawa mine
Wahgnion mine
Lafigué project
Kalana project
Greenfield exploration projects
GROUP RESERVES AND RESOURCES
Table 22: Reserve and Resource Evolution (excluding the divested Karma mine) 1
In Moz on a 100% basis | Dec. 31, 2021 2 | Dec. 31, 2020 3 | Δ 2021 vs 2020 | |
P&P Reserves | 17.8 | 17.9 | (0.1) | (1)% |
M&I Resources (inclusive of Reserves) | 27.5 | 26.5 | +1.0 | +4% |
Inferred Resources | 8.6 | 7.9 | +0.7 | +9% |
1 Excludes Reserves and Resources from the Karma mine, which was divested on 10 March 2022. 2 Notes available in Appendix A for the 2021 Mineral Reserves and Resources. 3 For 2020 Reserves and Resource notes, please read the press release dated March 18, 2021 available on the Company’s website.
Table 23: Reserve and Resource Gold Prices for Mines
Au price $/oz | BOUNGOU | HOUNDÉ | ITY | MANA | SABODALA-MASSAWA | WAHGNION |
2021 Reserves | 1,300 | 1,300 | 1,300 | UG at 1,300 OP at 1,300 |
1,300 | 1,300 |
2020 Reserves | 1,300 | 1,300 | 1,300 | UG at 1,300 OP at 1,500 | UG at 1,200 OP at 1,300 | 1,300 |
2021 Resources | 1,500 | 1,500 1,8001 | 1,500 | UG at 1,500 OP at 1,500 |
1,500 | 1,500 |
2020 Resources | 1,500 | 1,500 1,8001 | 1,500 | UG at 1,500 OP at 1,700 | 1,500 | 1,500 |
1 Resources at the Golden Hill deposit were calculated at $1,800/oz
CONFERENCE CALL AND LIVE WEBCAST
Management will host a conference call and webcast, today, on Thursday 17 March, at 9:30 am EDT / 1:30 pm GMT to discuss the Company's financial results.
The conference call and webcast are scheduled at:
6:30am in Vancouver
9:30am in Toronto and New York
1:30pm in London
9:30pm in Hong Kong and Perth
The webcast can be accessed through the following link:
https://edge.media-server.com/mmc/p/qiyvu222
Analysts and investors are also invited to participate and ask questions using the dial-in numbers below:
International: +44 (0) 207 192 8338
North American toll-free: +1 877 870 9135
UK toll-free: +44 (0) 800 279 6619
Confirmation Code: 8775588
The conference call and webcast will be available for playback on Endeavour's website.
QUALIFIED PERSONS
Clinton Bennett, Endeavour's VP Metallurgy and Process Improvement - a Fellow of the Australasian Institute of Mining and Metallurgy, is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the technical information in this news release.
CONTACT INFORMATION
Martino De Ciccio
VP – Strategy & Investor Relations +44 203 640 8665 mdeciccio@endeavourmining.com |
Brunswick Group LLP in London
Carole Cable, Partner +44 7974 982 458 ccable@brunswickgroup.com |
Vincic Advisors in Toronto
John Vincic, Principal +1 (647) 402 6375 john@vincicadvisors.com |
ABOUT ENDEAVOUR MINING CORPORATION
Endeavour Mining is one of the world’s senior gold producers and the largest in West Africa, with operating assets across Senegal, Cote d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.
A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
For more information, please visit www.endeavourmining.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This document contains "forward-looking statements" within the meaning of applicable securities laws. All statements, other than statements of historical fact, are “forward-looking statements”, including but not limited to, statements with respect to Endeavour's plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, the success of exploration activities, the expectation that an exploration permit will be received, the anticipated timing for the payment of a shareholder dividend and statements with respect to future dividends payable to the Company’s shareholders, the completion of studies, mine life and any potential extensions, the future price of gold and the share buyback programme. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates", believes”, “plan”, “target”, “opportunities”, “objective”, “assume”, “intention”, “goal”, “continue”, “estimate”, “potential”, “strategy”, “future”, “aim”, “may”, “will”, “can”, “could”, “would” and similar expressions .
Forward-looking statements, while based on management's reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions or completion of divestitures; risks related to international operations; risks related to general economic conditions and the impact of credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; Endeavour’s financial results, cash flows and future prospects being consistent with Endeavour expectations in amounts sufficient to permit sustained dividend payments; the completion of studies on the timelines currently expected, and the results of those studies being consistent with Endeavour’s current expectations; actual results of current exploration activities; production and cost of sales forecasts for Endeavour meeting expectations; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; extreme weather events, natural disasters, supply disruptions, power disruptions, accidents, pit wall slides, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities; changes in national and local government legislation, regulation of mining operations, tax rules and regulations and changes in the administration of laws, policies and practices in the jurisdictions in which Endeavour operates; disputes, litigation, regulatory proceedings and audits; adverse political and economic developments in countries in which Endeavour operates, including but not limited to acts of war, terrorism, sabotage, civil disturbances, non-renewal of key licenses by government authorities, or the expropriation or nationalization of any of Endeavour’s property; risks associated with illegal and artisanal mining; environmental hazards; and risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global Covid-19 pandemic.
Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.
The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board of Directors, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with the Company's constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board of Directors deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.
NON-GAAP MEASURES
Some of the indicators used by Endeavour in this press release represent non-IFRS financial measures, including “all-in margin”, “all-in sustaining cost”, “net cash / net debt”, “EBITDA”, “adjusted EBITDA”, “net cash / net debt to adjusted EBITDA ratio”, “cash flow from continuing operations”, “total cash cost per ounce”, “sustaining and non-sustaining capital”, “net earnings”, “adjusted net earnings”, “operating cash flow per share”, and “return on capital employed”. These measures are presented as they can provide useful information to assist investors with their evaluation of the pro forma performance. Since the non-IFRS performance measures listed herein do not have any standardized definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to the non-GAAP measures section of the Company’s most recently filed Management Report for a reconciliation of the non-IFRS financial measures used in this press release.
Corporate Office: 5 Young St, Kensington, London W8 5EH, UK
Table of Contents
MANAGEMENT REPORT | |
1. BUSINESS OVERVIEW...................................................................................................................................................................... | 3 |
1.1. OPERATIONS DESCRIPTION.............................................................................................................................................................. | 3 |
2. HIGHLIGHTS FOR THE THREE MONTHS AND YEAR ENDED 31 DECEMBER 2021...................................................................................................................................................................... | 4 |
3. ENVIRONMENTAL, SOCIAL AND GOVERNANCE...................................................................................................................................................................... | 5 |
3.1. HEALTH AND SAFETY.............................................................................................................................................................. | 5 |
3.2. COVID-19 RESPONSE.............................................................................................................................................................. | 5 |
4. OPERATIONS REVIEW...................................................................................................................................................................... | 7 |
4.1. OPERATIONAL REVIEW SUMMARY.............................................................................................................................................................. | 7 |
4.2. BOUNGOU GOLD MINE.............................................................................................................................................................. | 8 |
4.3. HOUNDE GOLD MINE.............................................................................................................................................................. | 10 |
4.4. ITY GOLD MINE.............................................................................................................................................................. | 12 |
4.5. MANA GOLD MINE.............................................................................................................................................................. | 14 |
4.6. SABODALA-MASSAWA GOLD MINE.............................................................................................................................................................. | 16 |
4.7. WAHGNION GOLD MINE.............................................................................................................................................................. | 18 |
4.8. KARMA GOLD MINE.............................................................................................................................................................. | 20 |
4.9. DISCONTINUED OPERATIONS.............................................................................................................................................................. | 22 |
5. OUTLOOK...................................................................................................................................................................... | 23 |
6. FINANCIAL REVIEW...................................................................................................................................................................... | 24 |
6.1. STATEMENT OF COMPREHENSIVE EARNINGS.............................................................................................................................................................. | 24 |
6.2. SUMMARISED CASH FLOWS.............................................................................................................................................................. | 27 |
6.3. SUMMARISED BALANCE SHEET.............................................................................................................................................................. | 29 |
6.4. LIQUIDITY AND FINANCIAL CONDITION.............................................................................................................................................................. | 30 |
6.5. RELATED PARTY TRANSACTIONS.............................................................................................................................................................. | 31 |
6.6. ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS.............................................................................................................................................................. | 31 |
7. USE OF PROCEEDS...................................................................................................................................................................... | 32 |
8. NON-GAAP MEASURES...................................................................................................................................................................... | 33 |
8.1. ADJUSTED EBITDA.............................................................................................................................................................. | 33 |
8.2. CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD.............................................................................................................................................................. | 34 |
8.3. ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE.............................................................................................................................................................. | 36 |
8.4. OPERATING CASH FLOW PER SHARE.............................................................................................................................................................. | 36 |
8.5. NET CASH/ADJUSTED EBITDA RATIO.............................................................................................................................................................. | 37 |
8.6. RETURN ON CAPITAL EMPLOYED.............................................................................................................................................................. | 37 |
9. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS...................................................................................................................................................................... | 38 |
10. PRINCIPAL RISKS AND UNCERTAINTIES...................................................................................................................................................................... | 40 |
11. CONTROLS AND PROCEDURES...................................................................................................................................................................... | 44 |
11.1. DISCLOSURE CONTROLS AND PROCEDURES.............................................................................................................................................................. | 45 |
11.2. INTERNAL CONTROLS OVER FINANCIAL REPORTING.............................................................................................................................................................. | 45 |
11.3. LIMITATIONS OF CONTROLS AND PROCEDURES.............................................................................................................................................................. | 45 |
This Management Report should be read in conjunction with Endeavour Mining plc’s (“Endeavour”, the “Company”, or the “Group”) consolidated financial statements for the year ended 31 December 2021 which has been prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS”) or (“GAAP”) and are included in Endeavour Mining plc’s audited consolidated financial statements for the years ended 31 December 2021 and 2020 and notes thereto which has been prepared in accordance with IFRS. This Management Report is prepared as an equivalence to the Company’s Management Discussions & Analysis (“MD&A”) which is the Canadian filing requirement in accordance with National Instrument 51-102, Continuous Disclosure Obligations (“NI 51-102”), and includes all of the disclosures as required by NI 51-102.
This Management Report contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained herein. The reader is cautioned not to place undue reliance on forward-looking statements. All figures are in United States Dollars, unless otherwise indicated. Tabular amounts are in thousands of United States Dollars, except per share amounts and where otherwise indicated. This Management Report is prepared as of 17 March 2022. Additional information relating to the Company is available, including the Company’s prospectus (available on the Company’s website at www.endeavourmining.com) and the Company’s Annual Information Form (available on SEDAR at www.sedar.com.
1. BUSINESS OVERVIEW
1.1. OPERATIONS DESCRIPTION
Endeavour is a multi-asset gold producer focused on West Africa and dual-listed on the Toronto Stock Exchange (“TSX”) and the London Stock Exchange (“LSE”) under the symbol EDV on both exchanges and is quoted in the United States on the OTCQX International (symbol EDVMF). The Company’s assets include four mines (Houndé, Mana, Boungou, and Wahgnion) in Burkina Faso, the Ity mine in Côte d’Ivoire, the Sabodala-Massawa mine in Senegal, two development projects (Lafigue and Kalana) and a strong portfolio of exploration assets on the highly prospective Birimian Greenstone Belt across Burkina Faso, Côte d’Ivoire, Mali, Senegal, and Guinea. On 10 February 2021, Endeavour completed the acquisition of Teranga Gold Corporation (“Teranga”), a TSX-listed gold company which owned the Sabodala-Massawa and Wahgnion mines, as well as certain development and exploration assets. On 10 March 2022, the Company completed the sale of its Karma mine in Burkina Faso.
As a leading global gold producer and the largest in West Africa, Endeavour is committed to principles of responsible mining and delivering sustainable value to its employees, stakeholders, and the communities where it operates.
2. HIGHLIGHTS FOR THE THREE MONTHS AND YEAR ENDED 31 DECEMBER 2021
Table 1: Consolidated Highlights
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit | 31 December 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
Operating data from continuing operations | |||||
Gold produced | oz | 398,261 | 315,176 | 1,523,788 | 802,971 |
Gold sold | oz | 390,047 | 300,622 | 1,566,758 | 808,806 |
Realised gold price1 | $/oz | 1,787 | 1,841 | 1,773 | 1,761 |
All-in sustaining costs ("AISC") per ounce sold 2 | $/oz | 915 | 779 | 883 | 853 |
Cash flow data from continuing operations | |||||
Operating cash flows before working capital | $ | 316.4 | 288.6 | 1,166.7 | 628.6 |
Operating cash flows before working capital per share2 | $/share | 1.27 | 1.77 | 4.86 | 4.59 |
Operating cash flows | $ | 355.9 | 375.2 | 1,174.9 | 710.5 |
Operating cash flows per share2 | $/share | 1.43 | 2.30 | 4.89 | 5.18 |
Profit and loss data from continuing operations | |||||
Revenue1 | $ | 697.2 | 553.4 | 2,778.1 | 1,424.1 |
Earnings from mine operations | $ | 201.0 | 218.4 | 890.8 | 489.4 |
Net comprehensive (loss)/earnings attributable to shareholders | $ | (102.8) | 64.9 | 220.7 | 95.9 |
Basic (loss)/earnings per share attributable to shareholders | $/share | (0.41) | 0.40 | 0.92 | 0.70 |
EBITDA2,3 | $ | 122.9 | 227.4 | 1,138.9 | 529.5 |
Adjusted EBITDA2,3 | $ | 371.1 | 329.0 | 1,506.3 | 771.2 |
Adjusted net earnings attributable to shareholders2 | $ | 145.4 | 154.4 | 577.2 | 323.1 |
Adjusted net earnings per share attributable to shareholders2 | $/share | 0.58 | 0.95 | 2.40 | 2.36 |
Balance Sheet Data | |||||
Cash | $ | 906.2 | 645.0 | 906.2 | 645.0 |
Return on capital employed (“ROCE”) 2 | % | 18 | 23 | 18 | 23 |
Net cash2 | $ | (76.2) | (74.7) | (76.2) | (74.7) |
Net cash/Adjusted EBITDA (LTM) ratio2,3 | : | (0.05) | (0.09) | (0.05) | (0.09) |
1
Revenue and realised gold price are inclusive of the Sabodala-Massawa and Karma streams.
2
This is a non-GAAP measure. Refer to the non-GAAP measure section of this Management Report.
3
EBITDA is defined as Earnings before interest, taxes, depreciation and depletion; LTM is defined as last twelve months.
3. ENVIRONMENT, SOCIAL AND GOVERNANCE
Endeavour is committed to being a responsible gold miner, creating long-term value and sharing the benefits of its operations with all its stakeholders, including employees, host communities and shareholders. As the largest gold miner in West Africa and a trusted partner, Endeavour’s operations have the potential to provide a significant positive impact on the socio-economic development of its local communities and host countries, while minimising their impact on the environment.
Environment, social and governance (“ESG”) policies, systems and practices are embedded throughout the business and the Company reports annually on its ESG performance via its Annual and Sustainability Reports. A dedicated sustainability governance structure has been established with an Environment, Sustainability and Governance Committee at board level, and an Executive Management ESG Steering Committee that it reports into.
Endeavour’s ESG strategy is centered around the three pillars of ESG, with a number of priority areas identified, which are linked to clear, measurable ESG-related executive compensation targets (as outlined in the 2021 Management Information Circular).
To maximise Endeavour’s socio-economic impact, it has identified a number of priority areas for its social investment, these are health, education, economic development and access to water and energy.
Endeavour’s environmental priorities seek to address issues of both global and local concern; addressing climate change, water stewardship, protecting biodiversity, and tackling the scourge of plastic waste, which is prevalent and problematic for its local communities.
These are supported by the third pillar, a strong governance foundation. This includes respect for human rights, delivery of zero harm, support for employee well-being, diversity and inclusion, responsible sourcing, and rigorous reporting utilising the following ESG frameworks: the Task Force on Climate-related Financial Disclosures (“TCFD”), GRI, the World Gold Council’s Responsible Gold Mining Principles (“RGMPs”), the Sustainability Accounting Standards Board (“SASB”) and the Local Procurement Reporting Mechanism.
3.1. HEALTH AND SAFETY
Endeavour puts the highest priority on safe work practices and systems. The Company’s ultimate aim is to achieve “zero harm” performance. The following table shows the safety statistics for the trailing twelve months ended 31 December 2021. The Group’s lost time injury frequency rate (“LTIFR”) continues to be well below the industry benchmark.
Table 2: LTIFR1 and TRIFR2 Statistics for the Trailing Twelve Months ended 31 December 2021 4
Incident Category | |||||
Fatality | Lost Time Injury | Total People Hours | LTIFR1 | TRIFR2 | |
Boungou | — | 1 | 3,270,599 | 0.31 | 1.83 |
Houndé | — | 1 | 5,146,069 | 0.19 | 1.17 |
Ity | — | — | 6,632,716 | — | 1.21 |
Karma | — | — | 3,088,859 | — | — |
Mana | — | — | 5,028,795 | — | 2.39 |
Non Operations3 | — | 1 | 4,479,436 | 0.22 | 1.12 |
Sabodala-Massawa4 | — | 3 | 5,630,105 | 0.53 | 3.00 |
Wahgnion4 | — | 2 | 6,028,306 | 0.33 | 2.16 |
Total | — | 8 | 39,304,885 | 0.20 | 1.57 |
1
LTIFR = Number of LTIs in the Period x 1,000,000 / Total people hours worked for the period.
2
Total Recordable Injury Frequency Rate (“TRIFR”) = Number of (LTI+Fatalities+Restricted Work Injury+Medical Treated Injury+First Aid Injury) in the period x 1,000,000 / Total people hours worked for the period.
3
“Non Operations” includes Corporate, Kalana and Exploration.
4
Data relating to the acquired Teranga entities have been included from their acquisition date.
3.2. COVID-19 RESPONSE
Since the outbreak of the global COVID-19 pandemic, Endeavour has focused on the well-being of its employees, contractors and local communities, while ensuring business continuity. In addition, host governments in Côte d’Ivoire, Burkina Faso, Senegal and Mali have taken strict and pro-active measures to minimise overall exposure in their countries.
Protecting the well-being of employees, contractors, and local communities
Business continuity response plan
- Level 1, which the Group is currently operating under, involves a range of preventative measures including temperature checks, restricted access to sites, social distancing, increased hygiene standards and mandatory quarantine periods for employees arriving in-country, while otherwise continuing operations as normal.
- Level 2 is designed to be initiated should COVID-19 become more prevalent in the countries in which the Group operates and involves comprehensive restrictions on movement into and out of the mines. Under these circumstances, Endeavour’s mines would be isolated, but mining operations and the shipment of gold would continue.
- Level 3 involves the full or partial suspension of mining and processing operations.
3.3. ESG UPDATES AND PERFORMANCE
Tackling Climate Change
Being responsible stewards of the environment is critical to the Group’s long-term success. The Group has been reporting on its Scope 1 and Scope 2 greenhouse gas emissions since 2017 and Scope 3 emissions since 2019, and adopted TCFD in 2020.
In Q2-2021, Endeavour announced a Net Zero ambition by 2050 and a goal to reduce its emissions by 30% by 2030. To support its 2030 goal and set out a roadmap to reduce its greenhouse gas emissions, in Q3-2021, the Company commenced a detailed study of abatement opportunities at its operations across eight identified levers which is expected to be completed in Q1-2022.
To support this commitment, 25% of the FY-2021 long-term executive compensation award (vesting in 2023) was tied to the successful implementation of a carbon reduction strategy and the commissioning of at least one significant renewable energy power plant.
In addition, the Company expanded its Scope 3 emissions disclosure, working with its top 15 suppliers by spend to better understand their carbon footprint.
For FY-2021, the Group’s Scope 1 and Scope 2 emissions were 853,151 tonnes of CO2-equivalent (“tCO2-e”), an increase over FY-2020 due to the increase in its portfolio of operating assets, consequently its emissions intensity per ounce of gold was 0.54tCO2-e, a 12% increase compared to 0.48tCO2-e in 2020. Scope 3 emissions were 226,883tCO2-e, an increase over FY-2020, due to the expanded asset portfolio as well as an increase in the categories of Scope 3 that have been disclosed.
The Responsible Gold Mining Principles
The RGMPs were launched by the World Gold Council, the industry body responsible for stimulating and sustaining demand for gold, to reflect the commitment of the world’s leading gold producers to responsible mining. The RGMPs provide a comprehensive ESG reporting framework that sets out clear expectations as to what constitutes responsible gold mining to help provide confidence to investors, supply chain participants and ultimately, consumers.
The RGMPs consist of ten umbrella principles and fifty-one detailed principles that cover key ESG themes. During FY-2021, Endeavour continued to progress implementation of the RGMPs, working towards full conformance, with external assurance at both corporate and site-level by September 2022 for its legacy assets, the Ity and Hounde mines, as per the Council’s three-year timeframe. For the acquired SEMAFO and Teranga mines, Endeavour has three years to conform from the date of acquisition.
In FY-2020, Endeavour received external assurance on seven RGMPs, the details of which are included in the Company’s 2020 Sustainability Report, available at www.endeavourmining.com.
4. OPERATIONS REVIEW
The following tables summarises operating results for the three months and year ended 31 December 2021 and 31 December 2020.
4.1. Operational Review Summary
Table 3: Group Production
THREE MONTHS ENDED | YEAR ENDED | |||
31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 | |
(All amounts in oz, on a 100% basis) | ||||
Boungou1 | 34,927 | 63,939 | 174,320 | 94,165 |
Houndé | 77,260 | 101,367 | 293,155 | 276,709 |
Ity | 59,969 | 60,547 | 271,832 | 212,812 |
Karma | 20,465 | 27,901 | 87,662 | 98,185 |
Mana1 | 53,840 | 61,422 | 204,507 | 121,100 |
Sabodala-Massawa2 | 104,563 | — | 345,280 | — |
Wahgnion2 | 47,237 | — | 147,032 | — |
PRODUCTION FROM CONTINUING OPERATIONS | 398,261 | 315,176 | 1,523,788 | 802,971 |
Agbaou3 | — | 28,379 | 12,575 | 105,092 |
GROUP PRODUCTION | 398,261 | 343,555 | 1,536,363 | 908,063 |
1 Included for the post acquisition period commencing 1 July 2020.
2
Included for the post acquisition period commencing 10 February 2021.
3
Divested on 1 March, 2021.
Table 4: Group All-In Sustaining Costs1
(All amounts in US$/oz) | THREE MONTHS ENDED | YEAR ENDED | |||
31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 | ||
Boungou2 | 825 | 534 | 801 | 609 | |
Houndé | 874 | 612 | 843 | 837 | |
Ity | 854 | 1,055 | 836 | 807 | |
Karma | 1,300 | 1,132 | 1,193 | 1,005 | |
Mana2 | 1,116 | 803 | 1,026 | 853 | |
Sabodala-Massawa3 | 592 | — | 645 | — | |
Wahgnion3 | 1,066 | — | 994 | — | |
Corporate G&A | 48 | 28 | 32 | 29 | |
AISC1 FROM CONTINUING OPERATIONS | 915 | 779 | 883 | 853 | |
Agbaou4 | — | 1,068 | 1,132 | 1,027 | |
GROUP AISC1 | 915 | 803 | 885 | 873 |
1
This is a non-GAAP measure.
2
Included for the post acquisition period commencing 1 July 2020.
3
Included for the post acquisition period commencing 10 February 2021.
4
Divested on 1 March 2021.
4.2. Boungou Gold Mine, Burkina Faso
Table 5: Boungou Key Performance Indicators1
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit | 31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 |
Operating Data | |||||
Tonnes ore mined | kt | 301 | 335 | 1,437 | 459 |
Tonnes of waste mined | kt | 3,993 | 1,905 | 25,002 | 2,075 |
Tonnes of ore milled | kt | 352 | 333 | 1,352 | 641 |
Average gold grade milled | g/t | 3.36 | 6.92 | 4.07 | 5.10 |
Recovery rate | % | 94.8 | 96.0 | 95.4 | 95.0 |
Gold produced | oz | 34,927 | 63,939 | 174,320 | 94,165 |
Gold sold | oz | 33,817 | 65,371 | 170,936 | 100,782 |
Realised gold price | $/oz | 1,792 | 1,857 | 1,783 | 1,864 |
Financial Data ($'000) | |||||
Revenue | $ | 60.6 | 121.4 | 304.7 | 187.9 |
Operating expenses | $ | (22.5) | (37.6) | (104.7) | (89.1) |
Royalties | $ | (3.8) | (7.4) | (18.5) | (11.5) |
Non-cash operating expenses2 | $ | — | 11.3 | 4.4 | 40.9 |
Total Cash Cost3 | $ | (26.3) | (33.7) | (118.8) | (59.7) |
Sustaining capital3 | $ | (1.6) | (1.2) | (18.1) | (1.7) |
Total All-in Sustaining Costs3 | $ | (27.9) | (34.9) | (136.9) | (61.4) |
Non-sustaining capital3 | $ | (9.0) | (1.1) | (22.9) | (1.9) |
Total All-in Costs3 | $ | (36.9) | (36.0) | (159.8) | (63.3) |
Cash cost per ounce sold3 | $/oz | 778 | 516 | 695 | 592 |
Mine All-In Sustaining Costs per ounce sold3 | $/oz | 825 | 534 | 801 | 609 |
1 Analysis of operations is only for the period after its acquisition by Endeavour on 1 July 2020.
2
Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3
Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4
All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 vs Q4-2020 insights
FY-2021 v FY-2020 Insights
2022 Outlook
Exploration
4.3. Houndé Gold Mine, Burkina Faso
Table 6: Houndé Key Performance Indicators
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating Data | |||||
Tonnes ore mined | kt | 777 | 2,120 | 4,397 | 5,324 |
Tonnes of waste mined | kt | 11,520 | 8,621 | 45,520 | 38,171 |
Tonnes milled | kt | 1,226 | 1,117 | 4,622 | 4,228 |
Average gold grade milled | g/t | 2.05 | 3.06 | 2.13 | 2.21 |
Recovery rate | % | 93.7 | 94.0 | 92.0 | 93.0 |
Gold produced | oz | 77,260 | 101,367 | 293,155 | 276,709 |
Gold sold | oz | 73,340 | 101,512 | 292,579 | 277,887 |
Realised gold price | $/oz | 1,797 | 1,865 | 1,785 | 1,778 |
Financial Data ($'000) | |||||
Revenue | $ | 131.8 | 189.3 | 522.3 | 494.0 |
Operating expenses | $ | (40.7) | (40.8) | (161.9) | (156.6) |
Royalties | $ | (9.5) | (14.1) | (35.7) | (38.8) |
Total Cash Cost1 | $ | (50.2) | (54.9) | (197.6) | (195.4) |
Sustaining capital1 | $ | (13.9) | (7.2) | (49.1) | (37.1) |
Total All-In Sustaining Costs1 | $ | (64.1) | (62.1) | (246.7) | (232.5) |
Non-sustaining capital1 | $ | (6.8) | (4.8) | (17.1) | (19.7) |
Total All-in Costs1 | $ | (70.9) | (66.9) | (263.8) | (252.2) |
Cash cost per ounce sold1 | $/oz | 684 | 541 | 675 | 703 |
Mine All-In Sustaining Costs per ounce sold1 | $/oz | 874 | 612 | 843 | 837 |
1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
2 All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 vs Q4-2020 insights
FY-2021 vs FY-2020 Insights
2022 Outlook
Exploration
4.4. Ity Gold Mine, Côte d’Ivoire
Table 7: Ity CIL Key Performance Indicators
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating Data | |||||
Tonnes ore mined | kt | 2,234 | 2,660 | 7,906 | 8,571 |
Tonnes of waste mined | kt | 4,390 | 3,886 | 17,044 | 14,898 |
Tonnes milled | kt | 1,624 | 1,456 | 6,248 | 5,353 |
Average gold grade milled | g/t | 1.50 | 1.72 | 1.67 | 1.57 |
Recovery rate | % | 77.1 | 76.0 | 80.0 | 79.0 |
Gold produced | oz | 59,969 | 60,547 | 271,832 | 212,812 |
Gold sold | oz | 57,963 | 50,983 | 279,226 | 208,121 |
Realised gold price | $/oz | 1,801 | 1,863 | 1,789 | 1,749 |
Financial Data ($'000) | |||||
Revenue | $ | 104.4 | 95.0 | 499.6 | 363.9 |
Operating expenses | $ | (37.6) | (45.1) | (181.8) | (139.3) |
Royalties | $ | (5.8) | (5.4) | (27.5) | (19.8) |
Total Cash Cost1 | $ | (43.4) | (50.5) | (209.3) | (159.1) |
Sustaining capital1 | $ | (6.1) | (3.3) | (24.0) | (8.9) |
Total All-in Sustaining Costs1 | $ | (49.5) | (53.8) | (233.3) | (168.0) |
Non-sustaining capital1 | $ | (10.9) | (12.0) | (35.3) | (37.4) |
Total All-in Costs1 | $ | (60.4) | (65.8) | (268.6) | (205.4) |
Cash cost per ounce sold1 | $/oz | 749 | 991 | 750 | 764 |
Mine All-In Sustaining Costs per ounce sold1 | $/oz | 854 | 1,055 | 836 | 807 |
1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
2 All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 vs Q4-2020 insights
FY-2021 vs FY-2020 Insights
2022 Outlook
Exploration
4.5. Mana Gold Mine, Burkina Faso
Table 8: Mana Key Performance Indicators1
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit | 31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 |
Operating Data | |||||
Tonnes ore mined - open pit | kt | 529 | 435 | 2,025 | 900 |
Tonnes of waste mined - open pit | kt | 2,166 | 8,792 | 21,504 | 14,742 |
Tonnes ore mined - underground | kt | 180 | 215 | 838 | 412 |
Tonnes of waste mined - underground | kt | 89 | 165 | 301 | 281 |
Tonnes of ore milled | kt | 651 | 629 | 2,593 | 1,222 |
Average gold grade milled | g/t | 2.75 | 3.33 | 2.65 | 3.38 |
Recovery rate | % | 92.7 | 90.0 | 91.4 | 92.0 |
Gold produced | oz | 53,840 | 61,422 | 204,507 | 121,100 |
Gold sold | oz | 52,339 | 55,897 | 211,424 | 123,703 |
Realised gold price | $/oz | 1,796 | 1,878 | 1,789 | 1,884 |
Financial Data ($'000) | |||||
Revenue | $ | 94.0 | 105.0 | 378.2 | 233.0 |
Operating expenses | $ | (49.6) | (33.5) | (179.5) | (86.2) |
Royalties | $ | (6.4) | (7.5) | (25.2) | (15.2) |
Non-cash operating expenses2 | $ | — | (0.4) | 0.4 | 4.1 |
Total Cash Cost3 | $ | (56.0) | (41.4) | (204.3) | (97.3) |
Sustaining capital3 | $ | (2.4) | (3.5) | (12.6) | (8.2) |
Total All-in Sustaining Costs3 | $ | (58.4) | (44.9) | (216.9) | (105.5) |
Non-sustaining capital3 | $ | (6.9) | (17.6) | (63.3) | (27.6) |
Total All-in Costs3 | $ | (65.3) | (62.5) | (280.2) | (133.1) |
Cash cost per ounce sold3 | $/oz | 1,070 | 741 | 966 | 787 |
Mine All-In Sustaining Costs per ounce sold3 | $/oz | 1,116 | 803 | 1,026 | 853 |
1 Analysis of operations is only for the period after its acquisition by Endeavour on 1 July 2020.
2
Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3
Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4
All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 vs Q4-2020 insights
FY-2021 v FY-2020 Insights
2022 Outlook
Exploration
4.6. Sabodala-Massawa Gold Mine, Senegal
Table 9: Sabodala-Massawa Key Performance Indicators1
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit | 31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 |
Operating Data | |||||
Tonnes ore mined | kt | 1,719 | — | 6,603 | — |
Tonnes of waste mined | kt | 11,070 | — | 34,330 | — |
Tonnes milled | kt | 1,081 | — | 3,777 | — |
Average gold grade milled | g/t | 3.41 | — | 3.19 | — |
Recovery rate | % | 89.7 | — | 89.7 | — |
Gold produced | oz | 104,563 | — | 345,280 | — |
Gold sold | oz | 106,768 | — | 365,331 | — |
Realised gold price2 | $/oz | 1,774 | — | 1,757 | — |
Financial Data ($'000) | |||||
Revenue2 | $ | 189.4 | — | 641.9 | — |
Operating expenses | $ | (39.4) | — | (209.2) | — |
Royalties | $ | (10.5) | — | (35.9) | — |
Non-cash operating expenses3 | $ | 1.0 | — | 59.7 | — |
Total Cash Cost4 | $ | (48.9) | — | (185.4) | — |
Sustaining capital4 | $ | (14.3) | — | (50.3) | — |
Total All-In Sustaining Costs4 | $ | (63.2) | — | (235.7) | — |
Non-sustaining capital4 | $ | (14.1) | — | (34.0) | — |
Total All-in Costs4 | $ | (77.3) | — | (269.7) | — |
Cash cost per ounce sold4 | $/oz | 458 | — | 507 | — |
Mine All-In Sustaining Costs per ounce sold4 | $/oz | 592 | — | 645 | — |
1
Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.
2
Revenue and realised gold price are inclusive of the Sabodala-Massawa stream.
3
Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
4
Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
5 All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 Insights
FY-2021 Insights
2022 Outlook
Plant Expansion
Exploration
4.7. Wahgnion Gold Mine, Burkina Faso
Table 10: Wahgnion Key Performance Indicators1
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit | 31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 |
Operating Data | |||||
Tonnes ore mined | kt | 1,054 | — | 3,807 | — |
Tonnes of waste mined | kt | 7,911 | — | 23,378 | — |
Tonnes milled | kt | 959 | — | 3,322 | — |
Average gold grade milled | g/t | 1.64 | — | 1.43 | — |
Recovery rate | % | 92.3 | — | 93.5 | — |
Gold produced | oz | 47,237 | — | 147,032 | — |
Gold sold | oz | 46,057 | — | 158,795 | — |
Realised gold price | $/oz | 1,804 | — | 1,789 | — |
Financial Data ($'000) | |||||
Revenue | $ | 83.1 | — | 284.1 | — |
Operating expenses | $ | (37.4) | — | (134.3) | — |
Royalties | $ | (5.8) | — | (19.5) | — |
Non-cash operating expenses2 | $ | (1.1) | — | 8.3 | — |
Total Cash Cost3 | $ | (44.3) | — | (145.5) | — |
Sustaining capital3 | $ | (4.8) | — | (12.3) | — |
Total All-In Sustaining Costs3 | $ | (49.1) | — | (157.8) | — |
Non-sustaining capital3 | $ | (7.2) | — | (27.5) | — |
Total All-in Costs3 | $ | (56.3) | — | (185.3) | — |
Cash cost per ounce sold3 | $/oz | 962 | — | 916 | — |
Mine All-In Sustaining Costs per ounce sold3 | $/oz | 1,066 | — | 994 | — |
1 Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.
2
Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3
Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4 All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 Insights
FY-2021 Insights
2022 Outlook
Exploration
4.8. Karma Gold Mine, Burkina Faso
Table 11: Karma Key Performance Indicators
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating Data | |||||
Tonnes ore mined | kt | 1,182 | 1,253 | 5,071 | 4,781 |
Tonnes of waste mined | kt | 3,371 | 3,759 | 15,812 | 14,377 |
Tonnes of ore stacked | kt | 1,246 | 1,327 | 5,157 | 4,871 |
Average gold grade stacked | g/t | 0.79 | 0.78 | 0.78 | 0.84 |
Recovery rate | % | 68.8 | 72.0 | 67.0 | 77.0 |
Gold produced | oz | 20,465 | 27,901 | 87,662 | 98,185 |
Gold sold | oz | 19,763 | 26,859 | 88,467 | 98,313 |
Realised gold price1 | $/oz | 1,715 | 1,586 | 1,665 | 1,477 |
Financial Data ($'000) | |||||
Revenue1 | $ | 33.9 | 42.6 | 147.3 | 145.2 |
Operating expenses | $ | (22.5) | (46.2) | (91.5) | (100.4) |
Royalties | $ | (3.1) | (3.9) | (13.4) | (13.4) |
Non-cash operating expenses2 | $ | — | 20.5 | — | 20.0 |
Total Cash Cost3 | $ | (25.6) | (29.6) | (104.9) | (93.8) |
Sustaining capital3 | $ | (0.1) | (0.8) | (0.6) | (5.0) |
Total All-In Sustaining Costs3 | $ | (25.7) | (30.4) | (105.5) | (98.8) |
Non-sustaining capital3 | $ | (1.7) | (2.8) | (4.8) | (10.4) |
Total All-in Costs3 | $ | (27.4) | (33.2) | (110.3) | (109.2) |
Cash cost per ounce sold3 | $/oz | 1,295 | 1,102 | 1,186 | 954 |
Mine All-In Sustaining Costs per ounce sold3 | $/oz | 1,300 | 1,132 | 1,193 | 1,005 |
1 Revenue and realised gold price are inclusive of the Karma stream.
2
Non-cash operating expenses relate primarily to the write down of gold-in-circuit pertaining to historically stacked ore that was deemed to be unrecoverable.
3
Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4 All-In Margin is calculated as revenue less all-in costs for the period.
Q4-2021 vs Q4-2020 insights
FY-2021 vs FY-2020 Insights
Exploration
4.9. DISCONTINUED OPERATIONS
Agbaou Gold Mine, Côte d’Ivoire
Table 12: Agbaou Key Performance Indicators3
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Unit |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating Data | |||||
Tonnes ore mined | kt | — | 433 | 353 | 2,376 |
Tonnes of waste mined | kt | — | 3,950 | 2,102 | 19,783 |
Tonnes milled | kt | — | 691 | 348 | 2,739 |
Average gold grade milled | g/t | — | 1.37 | 1.09 | 1.28 |
Recovery rate | % | — | 93.0 | 95.0 | 94.0 |
Gold produced | oz | — | 28,379 | 12,575 | 105,092 |
Gold sold | oz | — | 27,152 | 14,045 | 104,921 |
Realised gold price | $/oz | — | 1,867 | 1,810 | 1,758 |
Financial Data ($'000) | |||||
Revenue | $ | — | 50.7 | 25.4 | 184.5 |
Operating expenses | $ | — | (24.3) | (14.3) | (84.9) |
Royalties | $ | — | (2.9) | (1.4) | (10.4) |
Total Cash Cost1 | $ | — | (27.2) | (15.7) | (95.3) |
Sustaining capital1 | $ | — | (1.8) | (0.2) | (12.5) |
Total All-in Sustaining Costs1 | $ | — | (29.0) | (15.9) | (107.8) |
Non-sustaining capital1 | $ | — | (0.5) | — | (1.4) |
Total All-in Costs1 | $ | — | (29.5) | (15.9) | (109.2) |
Cash cost per ounce sold1 | $/oz | — | 1,002 | 1,118 | 908 |
Mine All-In Sustaining Costs per ounce sold1 | $/oz | — | 1,068 | 1,132 | 1,027 |
1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
2
All-In Margin is calculated as revenue less all-in costs for the period.
3
Analysis of operations is only for the period up to its disposal by Endeavour on 1 March 2021.
On 1 March 2021, the Company completed the sale of its 85% interest in the Agbaou mine cash generating unit to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 million was received in the first quarter of 2021; (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter where the average gold price exceeds $1,900 per ounce; and (iv) a net smelter royalty ("NSR") on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.
FY-2021 vs FY-2020 Insights
5. OUTLOOK
Table 13: Production 2022 guidance1
(All amounts in koz, on a 100% basis) | 2022 FULL-YEAR GUIDANCE | ||
Boungou | 130 | — | 140 |
Houndé | 260 | — | 275 |
Ity | 255 | — | 270 |
Mana | 170 | — | 190 |
Sabodala-Massawa | 360 | — | 375 |
Wahgnion | 140 | — | 150 |
GROUP PRODUCTION FROM CONTINUING OPERATIONS1 | 1,315 | — | 1,400 |
1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.
Table 14: AISC 2022 guidance1
(All amounts in US$/oz) | 2022 FULL-YEAR GUIDANCE | ||
Boungou | 900 | — | 1,000 |
Houndé | 875 | — | 925 |
Ity | 850 | — | 900 |
Mana | 1,000 | — | 1,100 |
Sabodala-Massawa | 675 | — | 725 |
Wahgnion | 1,050 | — | 1,150 |
Corporate G&A | 30 | ||
GROUP AISC FROM CONTINUING OPERATIONS1 | 880 | — | 930 |
1 2022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.AISC is a non-GAAP measure. Refer to the non-GAAP measure section for further details.
Table 15: Sustaining and non-sustaining mine capital expenditure 2022 guidance1
(All amounts in US$m) | SUSTAINING CAPITAL | NON SUSTAINING CAPITAL |
Boungou | 15.0 | 19.0 |
Houndé | 44.0 | 18.0 |
Ity | 20.0 | 29.0 |
Mana | 7.0 | 40.0 |
Sabodala-Massawa | 63.0 | 34.0 |
Wahgnion | 20.0 | 23.0 |
Non-mining | - | 10.0 |
MINE CAPITAL EXPENDITURES FROM CONTINUING OPERATIONS | 169.0 | 173.0 |
Table 16: Exploration 2022 guidance1
(All amounts in US$m unless stated) | 2022 GUIDANCE | 2022 ALLOCATION |
Sabodala-Massawa mine | 15 | 19% |
Hounde mine | 14 | 18% |
Other greenfield projects | 15 | 19% |
Ity mine | 10 | 13% |
Wahgnion mine | 9 | 11% |
Lafigue project | 7 | 9% |
Mana mine | 6 | 8% |
Boungou mine | 4 | 4% |
TOTAL FROM CONTINUING OPERATIONS | 80 | 100% |
Approximately 50% is expected to be classified as expensed and 50% as non-sustaining capital 12022 guidance from continuing operations excludes production from the Karma mine, which was divested on 10 March 2022.
6. FINANCIAL REVIEW
6.1. STATEMENT OF COMPREHENSIVE EARNINGS
Table 17: Statement of Comprehensive Earnings
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Notes | 31 December 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
Revenue | [1] | 697.2 | 553.4 | 2,778.1 | 1,424.1 |
Operating expenses | [2] | (249.7) | (203.7) | (1,062.9) | (574.8) |
Depreciation and depletion | [3] | (201.6) | (93.0) | (648.7) | (261.2) |
Royalties | [4] | (44.9) | (38.3) | (175.7) | (98.7) |
Earnings from mine operations | 201.0 | 218.4 | 890.8 | 489.4 | |
Corporate costs | [5] | (20.3) | (8.4) | (62.5) | (23.7) |
Acquisition and restructuring costs | [6] | (1.0) | (13.6) | (29.5) | (39.8) |
Impairment charge of mining interests | [7] | (259.4) | (64.5) | (259.4) | (64.5) |
Share-based compensation | [8] | (7.4) | (5.1) | (32.5) | (18.8) |
Exploration costs | [9] | (5.1) | (0.9) | (23.6) | (4.9) |
Earnings from operations | (92.2) | 125.9 | 483.3 | 337.7 | |
Gain/(loss) on financial instruments | [10] | 15.6 | 22.5 | 22.9 | (78.7) |
Finance costs | [11] | (25.4) | (13.3) | (66.1) | (48.8) |
Other (expense)/income | [12] | (2.1) | (14.0) | (16.0) | 9.3 |
Earnings before taxes | (104.1) | 121.1 | 424.1 | 219.5 | |
Current income tax expense | [13] | (39.4) | (50.7) | (196.4) | (122.6) |
Deferred income tax (expense)/recovery | [13] | 34.1 | 3.1 | 51.8 | 37.4 |
Net loss from discontinued operations | — | (44.3) | (3.7) | (21.8) | |
Net comprehensive earnings | (109.4) | 29.2 | 275.8 | 112.5 |
Review of results for the three months and year ended 31 December 2021:
6.2. CASH FLOWS
Table 18: Summarised cash flows
THREE MONTHS ENDED | YEAR ENDED | ||||
($m) | Note | 31 December 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
Operating cash flows before changes in working capital | [1] | 316.4 | 288.6 | 1,166.7 | 628.6 |
Changes in working capital | [2] | 39.5 | 86.6 | 8.2 | 81.9 |
Cash (used by)/generated from discontinued operations | — | (10.8) | (8.8) | 38.4 | |
Cash generated from operating activities | [3] | 355.9 | 364.4 | 1,166.1 | 748.9 |
Cash used in investing activities | [4] | (132.3) | (96.5) | (511.7) | (160.1) |
Cash used in financing activities | [5] | (71.2) | (80.4) | (431.1) | (70.7) |
Effect of exchange rate changes on cash | (6.6) | 3.9 | (31.8) | 6.7 | |
Increase in cash | 145.8 | 191.4 | 191.5 | 524.8 |
Table 19: Tax payments
THREE MONTHS ENDED | YEAR ENDED | |||
($m) | 31 December 2021 |
31 December 2020 |
31 December 2021 |
31 December 2020 |
Boungou | 8.8 | — | 52.4 | 1.4 |
Houndé | 10.7 | 3.3 | 47.9 | 17.3 |
Ity | 4.8 | — | 42.1 | 24.7 |
Karma | 0.2 | — | 1.7 | — |
Mana | 2.9 | 0.8 | 12.2 | 0.8 |
Sabodala-Massawa | 0.7 | n.a. | 20.1 | n.a. |
Wahgnion | 1.5 | n.a. | 11.3 | n.a. |
Other1 | 12.6 | 3.4 | 40.0 | 12.5 |
Taxes from continuing operations | 42.2 | 7.5 | 227.7 | 56.7 |
Agbaou | — | 39.2 | 19.9 | 52.3 |
Taxes paid | 42.2 | 46.7 | 247.6 | 109.0 |
|
1 Included in the “Other” category is taxes paid by corporate and exploration entities.
2. The Q4-2021 and FY-2021 changes in working capital is an inflow of $39.5 million and an inflow of $8.2 million respectively, which is broken down as follows:
– Receivables were an inflow of $7.8 million for Q4-2021 and an outflow of $1.4 million for FY-2021. The inflow in Q4-2021 is mainly due to a decrease in receivables at the Ity mine related to amounts received from SFTP. The FY-2021 outflow is mainly due to a decrease in amounts receivable from SFTP at Ity and corporate for a total of $19.0 million, a decrease in VAT receivable at Wahgnion offset by an increase in VAT receivable at Mana, Boungou, Houndé and Karma mines due to the timing of reimbursements.
– Inventories were an outflow of $8.1 million for Q4-2021 and an inflow of $65.2 million in FY-2021. The outflow in Q4-2021 is due primarily to an increase in the value of long-term stockpiles at Ity. The inflow in FY-2021 is mainly due to the unwinding of the fair value adjustment to inventory recognised on acquisition at the Boungou, Mana, Sabodala-Massawa and Wahgnion mines offset slightly by an increase in long-term stockpiles at Ity.
– Prepaid expenses and other was an inflow of $12.4 million for Q4-2021 and an inflow of $4.6 million for FY-2021. The inflow in Q4-2021 was mainly due to a decrease in prepayments of $6.4 million at Wahgnion, $4.1 million at Houndé and $1.5 million at Boungou. The inflow for FY-2021 was mainly due to an increase in prepaid expenses at sites of $11.6 million, offset by a decrease at corporate, Ity and Houndé of $7.0 million.
– Accounts payable was an inflow of $27.4 million in Q4-2021 and an outflow of $60.2 million in FY-2021. The inflow in Q4-2021 mainly relates to an increase in accounts payable at corporate, Ity, Houndé and Mana offset by a decrease in accounts payable at Karma, primaily due to the timing of payments. Acquisition-related costs paid in relation to the Teranga acquisition also contributed to the outflow in FY-2021.
3. Operating cash flows after changes in working capital in Q4-2021 and FY-2021 were $355.9 million and $1,166.1 million respectively compared to $364.4 million and $748.9 million in Q4-2020 and FY-2020 respectively. Q4-2021 decreased by $8.5 million compared to Q4-2020 mainly due to less cash generated from movements in working capital as discussed above. FY-2021 operating cash flows after changes in working capital increased by $417.2 million relative to FY-2020 due to increased production for the year from the Company’s legacy mines, as well as from the addition of Wahgnion, Sabodala-Massawa, Mana and Boungou mines.
4. Cash flows used by investing activities were $132.3 million and $511.7 million in Q4-2021 and FY-2021 respectively compared to outflows of $96.5 million and $160.1 million in Q4-2020 and FY-2020 respectively. The Q4-2021 and the FY-2021 amount was a larger outflow compared to comparative periods mainly due to expenditure on mining interests of $132.3 million for Q4-2021 and $522.5 million for FY-2021 given the increase in the size of the Group’s operations. The FY-2021 cash flows included cash acquired on acquisition of Teranga of $27.0 million which is less than the $93.0 million acquired from Semafo in FY-2020.
5. Cash flows used in financing activities were $71.2 million and $431.1 million in Q4-2021 and FY-2021 respectively compared to a cash outflow of $80.4 million and a cash outflow of $70.7 million in Q4-2020 and FY-2020 respectively. A repayment of long-term debt of $500.0 million, proceeds from the issue of Senior Notes of $494.6 million, payments of financing and other fees of $19.4 million and payments for the acquisition of the Company’s own shares of $39.7 million contributed to the outflow in Q4-2021. The outflow in FY-2021 was due to a net repayment of long-term debt of $653.0 million, a payment of dividends to the minority shareholders of the mines amounting to $29.9 million, payments for the acquisition of the Company’s own shares of $133.8 million, the settlement of the gold offtake agreement which was acquired from Teranga amounting to $49.7 million, repayments of lease obligations of $28.4 million, payment of financing and other fees of $27.6 million, interest paid of $26.9 million offset by proceeds from the issue of Senior Notes of $494.6 million and proceeds received from the issue of common shares of $200.0 million.
6.3. SUMMARISED STATEMENT OF FINANCIAL POSITION
Table 20: Summarised Statement of Financial Position
($m) | As at 31 December 2021 |
As at 31 December 2020 |
ASSETS | ||
Cash and cash equivalents | 906.2 | 645.0 |
Other current assets | 459.8 | 272.0 |
Current assets excluding assets held for sale | 1,366.0 | 917.0 |
Assets held for sale | — | 180.8 |
Total current assets | 1,366.0 | 1,097.8 |
Mining interests | 4,980.2 | 2,577.8 |
Deferred income taxes | 10.0 | 19.8 |
Other long term assets | 414.7 | 173.7 |
TOTAL ASSETS | 6,770.9 | 3,869.1 |
LIABILITIES | ||
Other current liabilities | 397.8 | 275.4 |
Income taxes payable | 169.3 | 134.2 |
Current liabilities excluding liabilities held for sale | 567.1 | 409.6 |
Liabilities held for sale | — | 112.8 |
Total current liabilities | 567.1 | 522.4 |
Long-term debt | 841.9 | 688.3 |
Environmental rehabilitation provision | 162.9 | 78.0 |
Other long-term liabilities | 141.0 | 26.4 |
Deferred income taxes | 672.3 | 305.1 |
TOTAL LIABILITIES | 2,385.2 | 1,620.2 |
TOTAL EQUITY | 4,385.7 | 2,248.9 |
TOTAL EQUITY AND LIABILITIES | 6,770.9 | 3,869.1 |
• Other current assets as at 31 December 2021 consists of $104.8 million of trade and other receivables, $311.3 million of inventories, $8.6 million of other financial assets and $35.1 million of prepaid expenses and other.
– Trade and other receivables increased by $49.7 million compared to 31 December 2020 mainly due to the inclusion of VAT receivable acquired at Wahgnion mine, increases in VAT receivables at Mana and Boungou in the period, and an increase in other amounts receivable at Ity relating to the sale of mining equipment to the mining contractor. VAT received during the year ended 31 December 2021 was $92.0 million consisting of proceeds from the Group’s mines in Burkina Faso, while the VAT amounts receivable for assets located in Cote d’Ivoire and Senegal are nominal.
– Inventories increased by $120.7 million primarily due to the inclusion of the inventories at the Wahgnion and Sabodala-Masawa mines from acquisition, offset by a decrease in spare parts and supplies and doré bars at all the Company’s remaining operating mines other than Boungou.
– Prepaid expenses and other increased by $8.8 million primarily due to the prepayments acquired from the Sabodala-Massawa and Wahgnion mines.
– Other financial assets includes the current portion of the gold collar and forward contracts derivatives held at fair value amounting to $8.6 million at 31 December 2021.
• Mining interests increased by $2.4 billion primarily due to the acquisition of mineral property of the Teranga assets which were recognised at their fair values as determined as part of the allocation of the purchase price at the acquisition date.
• Other long-term assets are made up of $134.4 million of goodwill related to the Semafo and Teranga acquisitions, $185.3 million of long-term stockpiles not expected to be used in the next twelve months at the Houndé, Ity, Sabodala-Massawa and Wahgnion mines, $46.0 million long-term assets related to the sale of Agbaou, $11.8 million related to the gold collar derivative which matures in more than twelve months, $4.6 million related to the embedded derivative related to the prepayment feature on the Senior Notes as well as $31.6 million of restricted cash relating to reclamation bonds. Other long-term assets increased by $241.0 million at 31 December 2021 relative to the prior year mainly due to the recognition of goodwill arising from the transaction with Teranga, an increase in long-term stockpiles, as well as the long-term assets of $46.0 million consisting of shares and an NSR received as consideration upon the sale of Agbaou.
• Other current liabilities are made up of $351.0 million of trade and other payables, $32.4 million of derivatives related to warrants and call-rights, and $14.4 million of lease obligations. Trade and other payables increased by $89.4 million mainly due to the inclusion of the Teranga assets accounting for an additional $98.5 million compared to prior year.
• Income taxes payable increased by $35.1 million compared to the prior year and is due to the inclusion of the Sabodala-Massawa and Wahgnion mines acquired during the year.
• Long-term debt increased by $153.6 million compared to the prior year due to the issuance of the Senior Notes due in 2026 offset by a repayment of the previously outstanding revolving credit facility and Bridge Facility which had increased upon assumption of additional debt as part of the Teranga acquisition.
• The environmental rehabilitation provision increased by $84.9 million to $162.9 million at the end of FY-2021 mainly due to the acquisition of the Sabodala-Massawa and Wahgnion mines.
• Other long-term liabilities increased by $114.6 million to $141.0 million mainly due to the addition of share warrants, call-right liabilities and contingent consideration payable acquired as part of the Teranga acquisition as well as changes in estimates at other mines. An increase in PSU liabilities and repurchased shares to be settled in cash also contributed to the increase during the year.
6.4. LIQUIDITY AND FINANCIAL CONDITION
Net Cash Position
The following table summarises the Company’s net cash position as at 31 December 2021 and 31 December 2020.
Table 21: Net Cash Position
($m) |
31 December
2021 |
31 December 2020 |
Cash and cash equivalents | 906.2 | 645.0 |
Cash included in assets held for sale | — | 69.7 |
Less: Principal amount of Senior Notes | (500.0) | — |
Less: Principal amount of convertible senior bond | (330.0) | (330.0) |
Less: Drawn portion of corporate loan facilities1 | — | (310.0) |
Net cash | 76.2 | 74.7 |
Net cash / Adjusted EBITDA LTM ratio2 | (0.05) | (0.10) |
1 Corporate loan facilities are presented at face value.
2 Adjusted EBITDA is per table 23 and is calculated using the trailing twelve months Adjusted EBITDA.
Equity and Capital
On 14 June 2021, the Company announced its entire issued ordinary share capital consisting of 250,491,775 shares had been admitted to the premium listing segment of the LSE, and as a result, the Company no longer has authorised share capital. On 29 September 2021, as part of the Company’s capital reduction strategy to create distributable reserves, the Company capitalised $4.5 billion of its merger reserve and applied the amount in full to allot $4.5 billion to new deferred shares with a par value of $1.00 each. The deferred shares did not carry any dividend or voting rights, had no meaningful economic value and were issued solely to enable a reduction of capital to be effected. The deferred shares were cancelled in October 2021. The table below summarises Endeavour’s share structure at 31 December 2021.
During the year ended 31 December 2021, the Group announced its dividend for the first half of the 2021 fiscal year of $0.28 per share totalling $69.9 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021. In February 2021, the Group paid a dividend of $60.0 million ($0.37 per share) to shareholders on record on the close of business of 22 January 2021.
On 24 January 2022, the Board of Directors of the Company declared a dividend of $0.28 per share totalling $70.0 million. The dividend was paid on 16 March 2022 to shareholders on record on the close of business on 11 February 2022.
Table 22: Outstanding Shares
31 December
2021 |
31 December 2020 | |
Shares issued and outstanding | ||
Ordinary voting shares | 248,038,422 | 163,036,473 |
Stock options | 1,573,110 | — |
As at 14 March 2022, the Company had 249,174,793 shares issued and outstanding, and 1,573,110 outstanding stock options.
As part of the Company’s share buyback programme, subsequent to 31 December 2021 and up to 14 March 2022, the Company has repurchased a total of 1,049,100 shares at an average price of $23.31, for total cash outflows of $24.5 million.
Going Concern
The directors have performed an assessment of whether the Company would be able to continue as a going concern until at least March 2023. In their assessment, the Company 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 December 2021, the Company’s net cash was $76.2 million with gross debt of $830.0 million, undrawn credit facilities of $500.0 million and cash and cash equivalents of $906.2 million.
Based on a detailed cash flow forecast prepared by management, in which it included any reasonably possible change in the key assumptions on which the cash flow forecast is based, and taking into account possible changes in performance due to the COVID-19 pandemic impact, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least March 2023 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include analyst consensus gold prices and production volumes in line with annual guidance.
The Board is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the annual report for the period ended 31 December 2021.
6.5. RELATED PARTY TRANSACTIONS
A related party is considered to include shareholders, affiliates, associates and entities under common control with the Company and members of key management personnel.
Key management compensation
During the year ended 31 December 2021, an amount of $10.8 million was granted to key and senior management personnel as incentive awards for the completion of the Teranga acquisition and the successful listing on the LSE.
Other related party transactions
During the year ended 31 December 2021, the Company entered into a transaction with La Mancha Holding S.àr.l. (“La Mancha”) when La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour. La Mancha’s future anti-dilution rights have now been extinguished and La Mancha’s ownership interest in Endeavour was 19.4% at 31 December 2021 (31 December 2020 - 24.1%).
During the year ended 31 December 2021, and prior to the Company listing on the London Stock Exchange, the Company established an Employee Benefits Trust (“EBT”) in connection with the Company’s employee share incentive plans, which may hold repurchased shares on trust to settle future employee share incentive obligations. During the three months ended 30 June 2021, the EBT acquired 576,308 outstanding common shares from certain employees of the Group, which remain held in the EBT at 31 December 2021. In exchange for the shares, the Group is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT. The amount of this liability is $13.2 million at 31 December 2021 and is included in current financial liabilities.
6.6. ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS
Critical judgements and key sources of estimation uncertainty
The Company’s management has made critical judgments and estimates in the process of applying the Company’s accounting policies to the consolidated financial statements that have significant effects on the amounts recognised in the Company’s consolidated financial statements. These judgements and estimations include determination of economic viability, capitalisation and depreciation of waste stripping, indicators of impairment, assets held for sale and discontinued operations, fair value of assets acquired and liabilities assumed, recoverability of value added tax, other financial assets, impairment of mining interests and goodwill, estimated recoverable ounces, mineral reserves, environmental rehabilitation costs, inventories, and current income taxes. The judgements applied in the period ended 31 December 2021 are consistent with those in the consolidated financial statements for the year ended 31 December 2020, except for the judgements and estimates made relating to the acquisition of Teranga in the quarter ended 31 March 2021.
7. USE OF PROCEEDS
On 14 October 2021, the Company completed an offering of fixed rate senior notes due in 2026 as well as entered into the New RCF. The Company used the proceeds of $500.0 million from the issuance of the Notes, together with cash on the Group’s balance sheet, to repay all amounts outstanding under the Group’s $370.0 million bridge term loan facility, which was used to retire higher cost debt facilities acquired upon the acquisition of Teranga Gold Corporation, to repay the $130 million drawn under the Group’s existing revolving credit facility, and to pay fees and expenses in connection with the offering of the Notes. The Company intends to use the proceeds of the $500.0 million New RCF for general corporate purposes as required, but there is no amount currently drawn on the New RCF. The New RCF replaces the Bridge Facility and the existing RCF which was cancelled upon completion of the Notes offering.
In the Company’s prospectus supplement dated 29 March 2021 to the short form base shelf prospectus dated 17 June 2020, the Company disclosed that they intended to use the proceeds of $200.0 million from the issuance of approximately 8.9 million common shares to partially repay outstanding indebtedness under the refinancing of the debt upon the acquisition of Teranga and for general corporate purposes. The Company repaid $120.0 million of the outstanding balance of the revolving credit facility in Q2-2021. The remainder of the proceeds are being used for general working capital purposes, including fees related to the acquisition and integration of Teranga, expenses related to the London listing, as well as general corporate costs. There has been no change on how the remaining proceeds are expected to be used.
In the Company’s prospectus supplement dated 2 July 2020 to the short form base shelf prospectus dated 17 June 2020, the Company disclosed that they intended to use the proceeds of $100.0 million from the issuance of approximately 4.5 million common shares for general corporate purposes. As disclosed in the prospectus supplement, the Company has used the proceeds from that financing for general corporate purposes over the past twelve months, including for costs related to the acquisition and integration of SEMAFO, as well as general corporate costs.
8. NON-GAAP MEASURES
This Management Report as well as the Company’s other disclosures contain multiple non-GAAP measures, which the Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use to assess the performance of the Company. These do not have a standard meaning and are intended to provide additional information which are not necessarily comparable with similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The definitions of these measures, and the reconciliation to the amounts presented in the condensed interim consolidated financial statements, and the reasons for these measures are included below. The non-GAAP measures are consistent with those presented previously and there have been no changes to the bases of calculation, except with respect to the determination of free cash flows, the definition of which has been changed to be more consistent with our peers and reflective of how management evaluates the free cash flows of the Company.
8.1. EBITDA AND ADJUSTED EBITDA
The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use the earnings before interest, tax, depreciation and amortisation (“EBITDA”) and the adjusted earnings before interest, tax, depreciation and amortisation (“Adjusted EBITDA”) to evaluate the Company’s performance and ability to generate cash flows and service debt. The following tables provide the illustration of the calculation of this margin, for the three months and year ended 31 December 2021 and 31 December 2020.
Table 23: EBITDA and Adjusted EBITDA
THREE MONTHS ENDED | YEAR ENDED | |||
($m) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
(Loss)/Earnings before taxes | (104.1) | 121.1 | 424.1 | 219.5 |
Add back: Depreciation and depletion | 201.6 | 93.0 | 648.7 | 261.2 |
Add back: Finance costs | 25.4 | 13.3 | 66.1 | 48.8 |
EBITDA from continuing operations | 122.9 | 227.4 | 1,138.9 | 529.5 |
Add back: Acquisition and restructuring costs | 1.0 | 13.6 | 29.5 | 39.8 |
Add back: Impairment charge of mineral interests | 259.4 | 64.5 | 259.4 | 64.5 |
Add back: (Gain)/loss on financial instruments | (15.6) | (22.5) | (22.9) | 78.7 |
Add back: Other expense/(income) | 2.1 | 14.0 | 16.0 | (9.3) |
Add back: Non-cash and other adjustments1 | 1.3 | 32.0 | 85.4 | 68.0 |
Adjusted EBITDA from continuing operations | 371.1 | 329.0 | 1,506.3 | 771.2 |
1 Non-cash and other adjustments mainly relate to non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga as well as the listing fees associated with listing on the London Stock Exchange. Non-cash and other adjustment have been included in the Adjusted EBITDA as they are non-recurring items which are not reflective of the Company’s on-going operations, as well as to be consistent with calculation of Adjusted earnings.
8.2. CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD
The Company reports cash costs and all-in sustaining costs based on ounces of gold sold. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors may find this information useful to evaluate the costs of production per ounce. The following table provides a reconciliation of cash costs per ounce of gold sold, for the three months and year ended 31 December 2021 and 31 December 2020.
Table 24: Cash Costs
THREE MONTHS ENDED | YEAR ENDED | |||
($m except ounces sold) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating expenses from mine operations | (249.7) | (203.7) | (1,062.9) | (574.8) |
Royalties | (44.9) | (38.3) | (175.7) | (98.7) |
Non-cash and other adjustments | (0.1) | 32.0 | 72.8 | 68.0 |
Cash costs from continuing operations | (294.7) | (210.0) | (1,165.8) | (605.5) |
Gold ounces sold from continuing operations | 390,047 | 300,622 | 1,566,758 | 808,806 |
Total cash cost per ounce of gold sold from continuing operations | 756 | 699 | 744 | 749 |
Cash costs from discontinued operations | — | (27.2) | (15.7) | (95.3) |
Total cash costs from all operations | (294.7) | (237.2) | (1,181.5) | (700.8) |
Gold ounces sold from all operations | 390,047 | 327,774 | 1,580,803 | 913,727 |
Total cash cost per ounce of gold sold from all operations | 756 | 724 | 747 | 767 |
The Company is reporting all‐in sustaining costs per ounce sold. This non‐GAAP measure provides investors with transparency regarding the total cash cost of producing an ounce of gold in each period, including those capital expenditures that are required for sustaining the on-going operation of the mines.
Table 25: All-In Sustaining Costs
THREE MONTHS ENDED | YEAR ENDED | |||
($m except ounces sold) | 31 December 2021 | 31 December 2020 | 31 December 2021 | 31 December 2020 |
Total cash costs for ounces sold from continuing operations | (294.7) | (210.0) | (1,165.8) | (605.5) |
Corporate G&A1 | (18.9) | (8.4) | (49.9) | (23.7) |
Sustaining Capital | (43.2) | (15.9) | (167.0) | (60.9) |
All-in sustaining costs from continuing operations | (356.8) | (234.3) | (1,382.7) | (690.1) |
Gold ounces sold | 390,047 | 300,622 | 1,566,758 | 808,806 |
All-in sustaining costs per ounce sold from continuing operations | 915 | 779 | 883 | 853 |
Including discontinued operations | ||||
All in sustaining costs from Agbaou | — | (29.0) | (15.9) | (107.8) |
All-in sustaining costs from all operations | (356.8) | (263.3) | (1,398.6) | (797.9) |
Gold ounces sold | 390,047 | 327,774 | 1,580,803 | 913,727 |
All-in sustaining cost per ounce sold from all operations | 915 | 803 | 885 | 873 |
1 Corporate G&A costs included in the calculation for all-in sustaining costs has been adjusted to exclude expenses associated to listing on the LSE of $1.4 million for the three months and $12.6 million for the year ended 31 December 2021.
The Company presents its sustaining capital expenditures in its all-in sustaining costs to reflect the capital expenditures related to producing and selling gold from its on-going mine operations. The distinction between sustaining and non-sustaining capital reflects the definition set out by the World Gold Council. Non-sustaining capital is capital expenditure incurred at new projects and costs related to major projects or expansions at existing operations where these projects will materially benefit the operations. This non‐GAAP measure provides investors with transparency regarding the capital costs required to support the on-going operations at its mines, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardised meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS.
Table 26: Sustaining and Non-Sustaining Capital
THREE MONTHS ENDED | YEAR ENDED | |||
($m) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Expenditures on mining interests | 132.3 | 83.9 | 522.8 | 249.7 |
Non-sustaining capital expenditures1 | (58.1) | (39.5) | (214.7) | (105.3) |
Non-sustaining exploration | (19.2) | (23.2) | (77.7) | (63.3) |
Growth projects | (11.8) | (3.5) | (63.2) | (7.7) |
Sustaining Capital1 | 43.2 | 17.7 | 167.2 | 73.4 |
1 Non-sustaining and sustaining capital expenditures include amounts incurred at the Agbaou mine.
Table 27: Consolidated Sustaining Capital
THREE MONTHS ENDED | YEAR ENDED | |||
($m) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Boungou | 1.6 | 1.2 | 18.1 | 1.7 |
Houndé | 13.9 | 7.2 | 49.1 | 37.1 |
Ity | 6.1 | 3.3 | 24.0 | 8.9 |
Karma | 0.1 | 0.8 | 0.6 | 5.0 |
Mana | 2.4 | 3.5 | 12.6 | 8.2 |
Sabodala-Massawa | 14.3 | — | 50.3 | — |
Wahgnion | 4.8 | — | 12.3 | — |
Sustaining capital from continuing operations | 43.2 | 16.0 | 167.0 | 60.9 |
Agbaou | — | 1.7 | 0.2 | 12.5 |
Sustaining capital from all operations | 43.2 | 17.7 | 167.2 | 73.4 |
Table 28: Consolidated Non-Sustaining Capital
THREE MONTHS ENDED | YEAR ENDED | |||
($m) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Boungou | 9.0 | 1.1 | 22.9 | 1.9 |
Houndé | 6.8 | 4.8 | 17.1 | 19.7 |
Ity | 10.9 | 12.0 | 35.3 | 37.4 |
Karma | 1.7 | 2.8 | 4.8 | 10.4 |
Mana | 6.9 | 17.6 | 63.3 | 27.6 |
Sabodala-Massawa | 14.1 | — | 34.0 | — |
Wahgnion | 7.2 | — | 27.5 | — |
Non-mining | 3.8 | 2.0 | 9.8 | 6.2 |
Non-sustaining capital from continuing operations | 60.4 | 40.3 | 214.7 | 103.2 |
Agbaou | — | 0.5 | 0.0 | 1.4 |
Non-sustaining capital from all operations | 60.4 | 40.8 | 214.7 | 104.6 |
8.3. ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE
Net earnings have been adjusted for items considered exceptional in nature and not related to Endeavour’s core operation of mining assets. The presentation of adjusted net earnings may assist investors and analysts to understand the underlying operating performance of our core mining business. However, adjusted net earnings and adjusted net earnings per share do not have a standard meaning under IFRS. They should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.
The following table reconciles these non‐GAAP measures to the most directly comparable IFRS measure.
Table 29: Adjusted Net Earnings
THREE MONTHS ENDED | YEAR ENDED | |||
($m except per share amounts) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Total net and comprehensive (loss)/earnings | (109.4) | 29.2 | 275.8 | 112.5 |
Net loss from discontinued operations | — | 44.3 | 3.7 | 21.8 |
Acquisition and restructuring costs | 1.0 | 13.6 | 29.5 | 39.8 |
Impairment charge on mineral interests | 259.4 | 64.5 | 259.4 | 64.5 |
(Gain)/loss on financial instruments | (15.6) | (22.5) | (22.9) | 78.7 |
Other expenses/(income) | 2.1 | 14.0 | 16.0 | (9.3) |
Non-cash and other adjustments1 | 1.3 | 32.0 | 85.4 | 68.0 |
Adjusted net earnings2 | 138.8 | 175.1 | 646.9 | 376.0 |
Attributable to non-controlling interests | (6.6) | 20.7 | 69.7 | 52.9 |
Attributable to shareholders of the Company | 145.4 | 154.4 | 577.2 | 323.1 |
Weighted average number of shares issued and outstanding | 249.2 | 163.0 | 240.1 | 137.0 |
Adjusted net earnings from continuing operations per basic share | 0.58 | 0.95 | 2.40 | 2.36 |
1 Non-cash and other adjustments mainly relate to non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga as well as the listing fees associated with listing on the London Stock Exchange.
2 The Adjusted net earnings figure for FY-2021 has been restated to exclude the impact of deferred income taxes and share-based compensation in the adjusted earnings figure in order to increase consistency of this calculation with peer companies, and ensure consistency of the adjustments with the Company’s other adjusted metrics (Adjusted EBITDA). These items are not excluded from adjusted earnings as they are not considered non-recurring to the Group’s operations.
8.4. OPERATING CASH FLOW PER SHARE
The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use free cash flow to assess the Company’s ability to generate and manage liquid resources. These terms do not have a standard meaning and are intended to provide additional information. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
Table 30: Operating Cash Flow (OCF) and Operating Cash Flow (OCF) per share
THREE MONTHS ENDED | YEAR ENDED | |||
($m except per share amounts) |
31 December
2021 |
31 December
2020 |
31 December
2021 |
31 December
2020 |
Operating cash flow | ||||
Cash generated from operating activities by continuing operations | 355.9 | 375.2 | 1,174.9 | 710.5 |
Changes in working capital from continuing operations | (39.5) | (86.6) | (8.2) | (81.9) |
Operating cash flows before working capital from continuing operations | 316.4 | 288.6 | 1,166.7 | 628.6 |
Divided by weighted average number of outstanding shares, in thousands | 249.2 | 163.0 | 240.1 | 137.0 |
Operating cash flow per share from continuing operations | $ 1.43 | $ 2.30 | $ 4.89 | $ 5.19 |
Operating cash flow per share before working capital from continuing operations | $ 1.27 | $ 1.77 | $ 4.86 | $ 4.59 |
8.5.
NET CASH/ADJUSTED EBITDA RATIO
The Company is reporting net cash and net cash/Adjusted EBITDA LTM ratio. This non‐GAAP measure provides investors with transparency regarding the liquidity position of the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The calculation of net cash is shown in table 21. The following table explains the calculation of net cash/Adjusted EBITDA LTM ratio using the last twelve months of Adjusted EBITDA.
Table 31: Net Cash/ Adjusted EBITDA LTM ratio
($m) |
31 December
2021 |
31 December 2020 |
Net cash | (76.2) | (74.7) |
Trailing twelve month Adjusted EBITDA1 | 1,506.3 | 771.2 |
Net cash / Adjusted EBITDA LTM ratio | (0.05) | (0.10) |
1 Trailing twelve month Adjusted EBITDA is calculated using Adjusted EBITDA as reported in prior periods for each quarter prior to Q4-2021 adjusted to exclude results of discontinued operations and for the effects of retrospective PPA adjustments.
8.6. RETURN ON CAPITAL EMPLOYED
The Company uses Return on Capital Employed (“ROCE”) as a measure of long-term operating performance to measure how effectively management utilises the capital it has been provided. The calculation of ROCE, expressed as a percentage, is Adjusted EBIT (based on Adjusted EBITDA as per table 23 adjusted to include Adjusted EBITDA from discontinued operations) divided by the average of the opening and closing capital employed for the twelve months preceding the period end. Capital employed is the total assets less current liabilities.
Table 32: Return on Capital Employed
TRAILING TWELVE MONTHS | ||
($m unless otherwise stated) |
31 December
2021 |
31 December
2020 |
Adjusted EBITDA1 | 1,515.8 | 860.4 |
Depreciation and amortisation | (648.7) | (299.5) |
Adjusted EBIT (A) | 867.1 | 560.9 |
Opening Capital employed (B) | 3,346.7 | 1,604.8 |
Total Assets | 6,770.9 | 3,869.1 |
Current Liabilities | (567.1) | (522.4) |
Closing Capital employed (C) | 6,203.8 | 3,346.7 |
Average Capital Employed (D)=(B+C)/2 | 4,775.3 | 2,475.8 |
ROCE (A)/(D) | 18 % | 23 % |
1 Adjusted EBITDA has been calculated to include the Adjusted EBITDA from discontinued operations.
9. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS
The following tables summarise the Company’s financial and operational information for the last eight quarters and three fiscal years.
Table 33: 2021 Quarterly Key Performance Indicators
FOR THE THREE MONTHS ENDED | ||||
($m except ounces sold) |
31 December
2021 |
30 September
2021 |
30 June 2021 | 31 March 2021 |
Gold ounces sold | 390,047 | 392,432 | 420,761 | 363,518 |
Revenue | 697.2 | 691.7 | 753.4 | 635.8 |
Operating cash flows from continuing operations | 355.9 | 311.9 | 300.5 | 206.7 |
Earnings from continuing mine operations | 201.0 | 234.5 | 270.5 | 184.9 |
Net comprehensive (loss)/earnings | (109.4) | 136.4 | 150.9 | 98.0 |
Net comprehensive earnings/(loss) from discontinued operations | — | — | — | (3.7) |
Net (loss)/earnings from continuing operations attributable to shareholders | (102.8) | 117.5 | 128.7 | 77.5 |
Net loss from discontinued operations attributable to shareholders | — | — | — | (5.2) |
Basic (loss)/earnings per share from continuing operations | (0.41) | 0.47 | 0.51 | 0.37 |
Diluted (loss)/earnings per share from continuing operations | (0.41) | 0.47 | 0.51 | 0.37 |
Basic (loss)/earnings per share from all operations | (0.41) | 0.47 | 0.51 | 0.35 |
Diluted (loss)/earnings per share from all operations | (0.41) | 0.47 | 0.51 | 0.35 |
Table 34: 2020 Quarterly Key Performance Indicators
FOR THE THREE MONTHS ENDED | ||||
($m except ounces sold) | 31 December 2020 | 30 September 2020 | 30 June 2020 | 31 March 2020 |
Gold ounces sold | 300,622 | 236,292 | 124,761 | 147,131 |
Revenue | 553.4 | 434.8 | 209.6 | 226.3 |
Operating cash flows from continuing operations | 374.5 | 182.7 | 53.5 | 99.9 |
Earnings from continuing mine operations | 218.4 | 123.2 | 75.6 | 72.2 |
Net comprehensive earnings/(loss) | 29.3 | 70.2 | (22.6) | 35.5 |
Net comprehensive (loss)/earnings from discontinued operations | (44.3) | 6.6 | 7.9 | 8.0 |
Net earnings/(loss) from continuing operations attributable to shareholders | 64.6 | 52.4 | (41.2) | 19.4 |
Net (loss)/earnings from discontinued operations attributable to shareholders | (42.4) | 9.0 | 4.0 | 6.6 |
Basic earnings/(loss) per share from continuing operations | 0.40 | 0.32 | (0.37) | 0.18 |
Diluted earnings/(loss) per share from continuing operations | 0.40 | 0.32 | (0.37) | 0.18 |
Basic earnings/(loss) per share from all operations | 0.14 | 0.38 | (0.34) | 0.24 |
Diluted earnings/(loss) per share from all operations | 0.14 | 0.38 | (0.34) | 0.24 |
Table 35: Annual Key Performance Indicators1
FOR THE YEAR ENDED | |||
($m except ounces sold) | 31 December 2021 | 31 December 2020 | 31 December 2019 |
Gold ounces sold | 1,566,758 | 808,806 | 511,749 |
Revenue | 2,778.1 | 1,424.1 | 694.8 |
Operating cash flows from continuing operations | 1,174.9 | 710.6 | 205.5 |
Operating cash flows from discontinued operations | (8.8) | 38.4 | 96.4 |
Earnings/(Loss) from continuing operations | 483.3 | 337.6 | (27.5) |
Net and comprehensive earnings/(loss) from continuing operations | 279.5 | 134.1 | (160.0) |
Net and comprehensive (loss)/earnings from discontinued operations | (3.7) | (21.8) | 18.8 |
Net earnings/(loss) from continuing operations attributable to shareholders | 220.7 | 95.2 | (174.5) |
Net earnings/(loss) attributable to shareholders | 215.5 | 72.5 | (163.7) |
Basic earnings/(loss) per share from continuing operations | 0.92 | 0.69 | (1.59) |
Diluted earnings/(loss) per share from continuing operations | 0.91 | 0.69 | (1.59) |
Basic earnings/(loss) per share | 0.90 | 0.53 | (1.49) |
Diluted earnings/(loss) per share | 0.89 | 0.53 | (1.49) |
Total assets | 6,770.9 | 3,881.7 | 1,872.8 |
Total long term liabilities (excluding deferred taxes) | 1,145.8 | 792.7 | 738.3 |
Total attributable shareholders' equity | 3,921.5 | 2,057.0 | 717.9 |
Adjusted net earnings per share2 | 2.40 | 2.28 | 0.33 |
1
Prior year figures for continuing operations have been adjusted to exclude Agbaou.
2
The adjusted net earnings per share is inclusive of the prior period tax adjustment included in the 31 December 2018 adjusted earnings per share.
10. PRINCIPAL RISKS AND UNCERTAINTIES
Readers of this Management Report should consider the information included in the Company’s consolidated financial statements and related notes for the year ended 31 December 2021. The nature of the Company’s activities and the locations in which it works mean that the Company’s business generally is exposed to significant risk factors, many of which are beyond its control. The Company examines the various risks to which it is exposed and assesses any impact and likelihood of those risks. For discussion on all the risk factors that affect the Company’s business generally, please refer to the prospectus prepared as part of the admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange (the “Prospectus”) and which is available on its website, www.endeavourmining.com, Endeavour Mining Corporation’s most recent Annual Information Form filed on SEDAR at www.sedar.com. The risks that affect the consolidated financial statements specifically, and the risks that are reasonably likely to affect them in the future which are incorporated by reference in this Management Report, are set out below.
Principal risks
Security risk
Our people, contractors and suppliers face the risk of terrorism, kidnapping, extortion and harm due to insecurity in some of the jurisdictions in which we operate. We face the risk of restricted access to operations and projects and theft of assets. The influence of terrorist organisations and other criminal elements and general lawlessness in some of the countries in which we operate make working in these areas particularly risky for us. The risk of terrorism could reduce our ability to carry out the exploration activities required to replace depleted resources and extend mine life, reduce our ability to resupply, or increase the cost of resupplying, our mines, and may impact the value of our assets.
Geopolitical risk
We operate and own assets in countries in Western Africa, some of which are categorised as developing, complex or having unstable political or social climates. As a result, we are exposed to a wide range of political, economic, regulatory, social and tax environments. Our operations may also be affected by political and economic instability, including terrorism, civil disturbance, crime, and social disruption. Political and economic conditions could change, with future governments adopting different laws or policies that may affect the cost of our operations or the manner in which we conduct them, as well as exchange rates and our ability to repatriate capital, procure key supplies internationally and export gold. Aggressive interpretation and enforcement of tax codes by local tax authorities has led to more tax audits and in some cases disputes with our host governments. Adverse actions by governments can also result in operational and or project delays or the loss of critical permits.
Geopolitical risk in the countries where we operate could affect our credit rating, which in turn could increase our cost of borrowing and free cash flow and result in lower levels of capital investment and production. The continued operation of our existing assets and future plans depend in part on our ability to secure and maintain key permits. The suspension or loss of key permits could have a material impact on our ability to execute our mine plans and shorten mine life.
Policies and laws in the countries in which we operate may change in a manner that may negatively affect the Group. Failure to be up-to-date with any changes in the government or changes in government policy could result in inability to respond and adapt to political and policy changes and social disruption. All of these factors could, therefore, affect the long-term viability of our business.
Commodity price risk
Our business is heavily dependent on the price of gold. Commodity prices can fluctuate significantly on a daily basis and are affected by numerous factors beyond our control including global supply and demand, the monetary policies employed by central banks, interest rates and investor sentiment. Any decline in our realised prices adversely impacts our revenues, net income and operating cash flows, thereby limiting shareholder returns. Falling gold prices may also trigger impairments, impact our credit rating and halt or delay the development of new projects.
Supply chain macroeconomic risk
Operations may be affected by the Group’s potential inability to source and receive critical materials and services. Supply chains are subject to a number of risks not wholly within the Group’s control, including: terrorism, political instability leading to the closing of borders, exchange rate fluctuation, inflation and changes in law (including increased environmental standards, international sanctions and local content requirements). Any disruption to supply chains could impact production, may require unplanned expenditure and could negatively impact cash flows. The Group is monitoring the impact of the current Russia-Ukraine conflict on global supply chains and the effect on energy and commodity prices.
Community relations risk
We are cognisant that our activities have both a positive and a negative impact on the local communities in which we work and on society as a whole. A perception that we are not respecting human rights or generating local sustainable benefits could have a negative impact on our “social licence to operate” and our ability to secure new resources and result in production disruptions and an increase in operating costs. The consequences of adverse community relations or allegations of human rights incidents could also adversely affect the cost, profitability, ability to finance or even the viability of an operation, as well as the safety and security of our workforce and assets. Local events could escalate to disputes with regional or national governments, as well as with other stakeholders, and potentially result in reputational damage and social instability that may affect the perceived and real value of our assets.
Operational performance risk
The Group’s projects and existing operations may fail to achieve or maintain planned production levels. Operations are subject to a number of risks not wholly within the Group’s control, including: pandemic, extreme weather or other natural phenomena; geological and technological challenges; loss or interruption to key supplies such as electricity and water; damage to or failure of equipment and infrastructure; information technology and cybersecurity risks; and the availability of vital services.
Capital projects risk
The pursuit of advanced project development opportunities is essential to meeting our strategic goals. However, projects may fail to achieve desired economic returns due to: an inability to recover mineral resources; a design or construction inadequacy; a failure to achieve expected operating parameters; capital or operating costs being higher than expected. Failure to manage new projects effectively or a lack of available financing may prevent or delay the completion of projects.
Talent risk
The expertise and skills of our people are key to our success. Failure to select, recruit, retain and engage the people we need could have an impact on our operations or the successful implementation of growth projects, potentially increasing the cost of recruiting adequate people.
Cybersecurity risk
Companies are becoming more vulnerable to cyber threats due to the increasing reliance on computers, networks, programs, digital technology, social media and data globally. A data breach, cyber-attack or failure of Endeavour’s IT system could have a negative impact on the business and cause reputational damage and financial and legal exposure for the Group.
Although Endeavour invests heavily to monitor, maintain, and regularly upgrade its systems, there remains a risk that we may be unable to prevent, detect, and respond to cyber-attacks in a timely manner.
Environmental risk
Mining operations are inherently hazardous with the potential to cause environmental damage, illness or injury and disruption to communities. Major hazards include process safety, surface mining and tailings storage. The Group is subject to environmental compliance obligations which are continually developing. Failure to comply could lead to reputational damage, the imposition of financial penalties and the suspension of operating licences. As environmental practices continue to face further scrutiny, this could affect the Group’s operations or access to capital.
Regulatory compliance risk
The Group is exposed to various legal and regulatory requirements across all its jurisdictions. Legislation may be subject to change, whilst uncertainty of interpretation, application and enforcement may result in failure to comply with legal requirements. Non-compliance with legislation could result in regulatory challenges, fines, litigation and, ultimately, the loss of operating licences.
As the Group has assets in Western Africa and operates in international markets, we are particularly exposed to the risks of fraud, corruption, sanctions breaches and other unlawful activities both internally and externally.
The Group may also be the subject of legal claims brought by private parties. Any successful claims brought against the Group could result in material damages being awarded against the Group.
Other risks
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.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge its obligations. Credit risk arises from cash, restricted cash, marketable securities, trade and other receivables, long-term receivable and other assets.
The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At 31 December 2021 1% of the Group's cash balances were invested in AA rated financial institutions (2020: 16%), 76% in A rated financial institutions (2020: 45%), 7% in B rated financial institutions (2020: 1%), 14% in BB rated institutions (2020: 31%) and 3% in unrated financial institutions (2020: 7%).
The Group closely monitors its financial assets (excluding cash) and does not have any significant concentration of credit risk other than receivable balances owed from the governments in the countries the Group operates in and its other receivables of $14.6 million due from third parties.
The Group has a receivable of $5.9 million from Allied, who acquired the Agbaou mine in March 2021, which has not yet been repaid at 31 December 2021. Management monitors the results of Allied to evaluate the ability of the counterparty to repay the amount. In addition, the Group has an investment in shares of Allied which a value of $40.0 million at 31 December 2021, and has the option to sell the shares back to Allied and receive $40.0 million in cash. Management is monitoring Allied's results from operations to determine the fair value of the investment, as well as its ability to repay the receivable if the option to convert the shares into a receivable is exercised. The Group monitors the amounts outstanding from all its third parties regularly and does not believe that there is a significant level of credit risk associated with these receivables given the current nature of the amounts outstanding and the on-going customer/supplier relationships with those companies.
The Group sells its gold to large international organisations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 31 December 2021 is considered to be negligible. The Group does not rely on ratings issued by credit rating agencies in evaluating counterparties’ related credit risk.
The Company’s maximum exposure to credit risk is as follows:
Table 36: Exposure to Credit Risk
($m) |
31 December
2021 |
31 December
2020 |
Cash | 906.2 | 645.0 |
Trade and other receivables | 104.8 | 55.1 |
Other financial assets | 41.0 | 0.8 |
Derivative financial assets | 25.1 | — |
Marketable securities | 3.1 | — |
Long-term receivable | 5.9 | — |
Restricted Cash | 31.6 | 24.4 |
1,117.7 | 725.3 |
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash, physical gold or another financial asset. The Group has a planning and budgeting process in place to help determine the funds required to support the Group’s normal operating requirements. The Group ensures that it has sufficient cash and cash equivalents and loan facilities available to meet its short term obligations.
Currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Group’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Group incurs in its operations. There has been no change in the Group’s objectives and policies for managing this risk during the period ended 31 December 2021. The Group has not hedged its exposure to foreign currency exchange risk.
The table below highlights the net assets held in foreign currencies, presented in US dollars:
Table 37: Net Assets in Foreign Currencies
($m) |
31 December
2021 |
31 December
2020 |
Canadian dollar | (19.3) | 92.4 |
CFA Francs | 451.4 | 175.9 |
Euro | (14.7) | 0.6 |
Other currencies | (0.4) | 13.3 |
417.0 | 282.2 | |
The effect on earnings before taxes as at 31 December 2021, of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the above mentioned financial and non-financial assets and liabilities of the Group is estimated to be $41.7 million (31 December 2020, $28.2 million), if all other variables remained constant. The calculation is based on the Group’s statement of financial position as at 31 December 2021.
Interest rate risk
Interest rate risk is the risk that future cash flows from, or the fair values of, the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group is exposed to interest rate risk primarily on its long-term debt. Since marketable securities and government treasury securities held as loans are short term in nature and are usually held to maturity, there is minimal fair value sensitivity to changes in interest rates. The Group continually monitors its exposure to interest rates and is comfortable with its exposure given the relatively low short-term US interest rates and Secured Overnight Financing Rate ("SOFR").
COVID-19 Pandemic risk
The Company continues to actively monitor the impact of the COVID-19 pandemic, including the impact on economic activity and financial reporting. In response to health risks associated with the spread of COVID-19, the Group implemented a number of health and safety measures designed to protect employees and the local communities at its operations. Throughout the COVID-19 pandemic, the Group has monitored the impact that COVID-19 has had on its employees and contractors, in terms of potential health concerns, mobility to and from sites, as well as personal well-being. The Group has also monitored the impact on supply chain, infrastructure, as well as the ability to transport its gold for sale.
In the years ended 31 December 2021 and 2020, none of the Group's operations were suspended as a result of COVID-19. During the year ended 31 December 2021, the Company continued to incur costs attributable to the management of the pandemic, including those associated with additional personal protective equipment, higher travel and transportation costs, and community support. These costs were approximately $0.6 million in the year ended 31 December 2021 (2020 - $7.7 million) and are included corporate costs in the consolidated statement of comprehensive earnings. The impacts of COVID-19 on the Group's operations to date did not represent indicators of impairment for any of the Group's assets as at 31 December 2021 and 2020.
The extent to which COVID-19 may continue to impact the Group's operations will depend on future developments which are uncertain and cannot be predicted. These developments include, but are not limited to, the continued spread of COVID-19, increased severity of COVID-19, the emergence of any future variants of concern, the duration of the outbreak, and additional actions taken by the governments in the countries in which the Group operates to contain COVID-19.
As the pandemic continues to evolve, it remains difficult to predict the full extent and duration of the resulting operational and economic impacts for the Company, which may impact a number of future reporting periods. The Group will continue to monitor these and all other developments on the Group's operations and their impact on the Group's operations and economic activity.
11. CONTROLS AND PROCEDURES
11.1. DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). Additionally, these controls and procedures provide reasonable assurance that information required to be disclosed in the Company’s annual and interim filings (as such terms are defined under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) and other reports filed or submitted under Canadian securities law is recorded, processed, summarised and reported within the time periods specified by those laws, and that material information is accumulated and communicated to management including the CEO and CFO as appropriate to allow timely decisions regarding required disclosure.
Management evaluated the design and operating effectiveness of the Company’s disclosure controls and procedures as required by Canadian Securities Law. Based on that evaluation, the CEO and CFO concluded that as of 31 December 2021, the disclosure controls and procedures were effective.
11.2. INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Company’s management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision of the CFO, the Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
As at 31 December 2021, management evaluated the effectiveness of the Company’s internal control over financial reporting as required by Canadian securities laws.
Based on that evaluation of internal control over financial reporting, the CEO and CFO have concluded that, as at 31 December 2021, the internal controls over financial reporting were effective and able to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There have been no material changes in the Company’s internal controls over financial reporting since the year ended 31 December 2020 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.
The Company assessed the Teranga mines’ disclosure controls and procedures and internal control over financial reporting; however, in accordance with National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings, because the Teranga operations were acquired not more than 365 days before the end of 31 December 2021, the Company has limited the scope of its design of disclosure controls and procedures and internal controls over financial reporting to exclude the controls, policies and procedures of Teranga.
11.3. LIMITATIONS OF CONTROLS AND PROCEDURES
The Company’s management, including the CEO and CFO believe that any disclosure controls and procedures or internal control over financial reporting, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the actions of one individual, by collusion of two or more people, or by unauthorised override of the control. Accordingly, because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
APPENDIX A: DETAILED RESERVES AND RESOURCE
ON A 100% BASIS | ON AN ATTRIBUTABLE BASIS | ||||||
Resources shown
inclusive of Reserves |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
|
Boungou Mine (90% owned) | |||||||
Proven Reserves | 0.6 | 1.95 | 39 | 0.6 | 1.95 | 35 | |
Probable Reserves | 9.3 | 3.61 | 1,075 | 8.3 | 3.61 | 968 | |
P&P Reserves | 9.9 | 3.51 | 1,114 | 8.9 | 3.51 | 1,003 | |
Measured Resource (incl. reserves) | 0.6 | 2.04 | 40 | 0.6 | 2.04 | 36 | |
Indicated Resources (incl. reserves) | 10.5 | 3.95 | 1,336 | 9.5 | 3.95 | 1,202 | |
M&I Resources (incl. reserves) | 11.1 | 3.85 | 1,376 | 10.0 | 3.85 | 1,239 | |
Inferred Resources | 0.1 | 4.89 | 14 | 0.1 | 4.89 | 13 | |
Houndé Mine (90% owned except 100% owned Golden Hill) | |||||||
Proven Reserves | 2.3 | 1.25 | 93 | 2.1 | 1.25 | 84 | |
Probable Reserves | 44.6 | 1.69 | 2,420 | 40.2 | 1.69 | 2,178 | |
P&P Reserves | 47.0 | 1.66 | 2,513 | 42.3 | 1.66 | 2,262 | |
Measured Resource (incl. reserves) | 2.4 | 1.24 | 97 | 2.2 | 1.24 | 87 | |
Indicated Resources (incl. reserves) | 101.5 | 1.55 | 5,067 | 92.6 | 1.56 | 4,636 | |
M&I Resources (incl. reserves) | 103.9 | 1.55 | 5,165 | 94.8 | 1.55 | 4,723 | |
Inferred Resources | 20.5 | 1.60 | 1,052 | 19.6 | 1.61 | 1,014 | |
Ity Mine (85% owned except 100% owned Le Plaque) | |||||||
Proven Reserves | 11.9 | 0.89 | 338 | 10.1 | 0.89 | 287 | |
Probable Reserves | 51.2 | 1.61 | 2,641 | 43.9 | 1.61 | 2,273 | |
P&P Reserves | 63.0 | 1.47 | 2,979 | 54.0 | 1.47 | 2,560 | |
Measured Resource (incl. reserves) | 12.1 | 0.88 | 344 | 10.3 | 0.88 | 293 | |
Indicated Resources (incl. reserves) | 77.3 | 1.66 | 4,131 | 66.1 | 1.66 | 3,547 | |
M&I Resources (incl. reserves) | 89.5 | 1.56 | 4,475 | 76.5 | 1.56 | 3,840 | |
Inferred Resources | 27.1 | 1.47 | 1,279 | 23.1 | 1.47 | 1,088 | |
Mana Mine (90% owned) | |||||||
Proven Reserves | 1.3 | 3.54 | 150 | 1.2 | 3.54 | 135 | |
Probable Reserves | 10.1 | 3.09 | 1,007 | 9.1 | 3.09 | 906 | |
P&P Reserves | 11.5 | 3.14 | 1,157 | 10.3 | 3.14 | 1,041 | |
Measured Resource (incl. reserves) | 7.5 | 1.48 | 359 | 6.8 | 1.48 | 323 | |
Indicated Resources (incl. reserves) | 30.1 | 1.99 | 1,928 | 27.1 | 1.99 | 1,735 | |
M&I Resources (incl. reserves) | 37.6 | 1.89 | 2,287 | 33.9 | 1.89 | 2,058 | |
Inferred Resources | 7.8 | 2.27 | 570 | 7.0 | 2.27 | 513 | |
Sabodala-Massawa Complex (90% owned) | |||||||
Proven Reserves | 19.9 | 1.36 | 866 | 17.9 | 1.36 | 780 | |
Probable Reserves | 46.5 | 2.39 | 3,574 | 41.9 | 2.39 | 3,217 | |
P&P Reserves | 66.4 | 2.08 | 4,440 | 59.7 | 2.08 | 3,996 | |
Measured Resource (incl. reserves) | 21.2 | 1.32 | 900 | 19.1 | 1.32 | 810 | |
Indicated Resources (incl. reserves) | 88.9 | 2.09 | 5,977 | 80.0 | 2.09 | 5,379 | |
M&I Resources (incl. reserves) | 110.1 | 1.94 | 6,877 | 99.1 | 1.94 | 6,190 | |
Inferred Resources | 24.3 | 2.16 | 1,682 | 21.8 | 2.16 | 1,514 | |
Wahgnion Mine (90% owned) | |||||||
Proven Reserves | 2.1 | 0.78 | 52 | 1.9 | 0.78 | 47 | |
Probable Reserves | 19.5 | 1.60 | 1,006 | 17.6 | 1.60 | 906 | |
P&P Reserves | 21.6 | 1.52 | 1,059 | 19.4 | 1.52 | 953 | |
Measured Resource (incl. reserves) | 2.3 | 0.82 | 60 | 2.1 | 0.82 | 54 | |
Indicated Resources (incl. reserves) | 38.4 | 1.52 | 1,879 | 34.6 | 1.52 | 1,692 | |
M&I Resources (incl. reserves) | 40.7 | 1.48 | 1,940 | 36.6 | 1.48 | 1,746 | |
Inferred Resources | 5.0 | 1.53 | 247 | 4.5 | 1.53 | 222 | |
Bantou (90% owned except 81% owned Karankasso) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | — | — | — | — | — | — | |
M&I Resources (incl. reserves) | — | — | — | — | — | — | |
Inferred Resources | 51.1 | 1.37 | 2,245 | 44.9 | 1.36 | 1,956 | |
Resources shown
inclusive of Reserves |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
|
Lafigué Project (80% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | 48.7 | 1.70 | 2,662 | 39.0 | 1.70 | 2,130 | |
P&P Reserves | 48.7 | 1.70 | 2,662 | 39.0 | 1.70 | 2,130 | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 44.8 | 2.02 | 2,916 | 35.8 | 2.02 | 2,333 | |
M&I Resources (incl. reserves) | 44.8 | 2.02 | 2,916 | 35.8 | 2.02 | 2,333 | |
Inferred Resources | 3.6 | 2.35 | 269 | 2.8 | 2.35 | 215 | |
Kalana Project (80% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | 35.6 | 1.60 | 1,829 | 28.5 | 1.60 | 1,463 | |
P&P Reserves | 35.6 | 1.60 | 1,829 | 28.5 | 1.60 | 1,463 | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 46.0 | 1.57 | 2,318 | 36.8 | 1.57 | 1,854 | |
M&I Resources (incl. reserves) | 46.0 | 1.57 | 2,318 | 36.8 | 1.57 | 1,854 | |
Inferred Resources | 4.6 | 1.67 | 245 | 3.6 | 1.67 | 196 | |
Nabanga (90% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | — | — | — | — | — | — | |
M&I Resources (incl. reserves) | — | — | — | — | — | — | |
Inferred Resources | 3.4 | 7.69 | 841 | 3.1 | 7.69 | 757 | |
Afema (51% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 5.1 | 1.10 | 179 | 2.6 | 1.10 | 91 | |
M&I Resources (incl. reserves) | 5.1 | 1.10 | 179 | 2.6 | 1.10 | 91 | |
Inferred Resources | 3.4 | 1.05 | 116 | 1.7 | 1.05 | 59 | |
Total - Endeavour Mining | |||||||
Proven Reserves | 38.1 | 1.26 | 1,539 | 33.7 | 1.26 | 1,368 | |
Probable Reserves | 265.6 | 1.90 | 16,215 | 228.4 | 1.91 | 14,040 | |
P&P Reserves | 303.6 | 1.82 | 17,753 | 262.1 | 1.83 | 15,408 | |
Measured Resource (incl. reserves) | 46.2 | 1.21 | 1,802 | 41.0 | 1.22 | 1,604 | |
Indicated Resources (incl. reserves) | 442.6 | 1.81 | 25,730 | 385.1 | 1.81 | 22,469 | |
M&I Resources (incl. reserves) | 488.8 | 1.75 | 27,532 | 426.1 | 1.76 | 24,073 | |
Inferred Resources | 150.8 | 1.77 | 8,560 | 132.2 | 1.76 | 7,489 |
The mineral Reserves and Resources were estimated as at 31 December 2021 in accordance with the provisions adopted by the Canadian Institute of Mining Metallurgy and Petroleum (CIM) and incorporated into the NI 43-101. The Qualified Persons responsible for the mineral Reserve and Resource estimates are detailed in the following tables.
MINERAL RESOURCES
QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
Kevin Harris, CPG | VP Resources, Endeavour Mining plc | Ity (Colline Sud, Le Plaque, Mont Ity/Flat/Walter, Bakatouo, Verse Ouest, Teckraie, Aires, West Flotouo, Yopleu); Hounde (Dohoun, Kari Pump), Sabodala/Massawa, Wahgnion; Afema |
Helen Oliver, FGS, CGeol | Group Resource Geologist, Endeavour Mining plc | Hounde (Kari West, Kari Center-South, Vindaloo South, Dafra); Kalana (Kalanko); Mana (Maoula) |
Joseph Hirst, FGS, CGeol. | Group Resource Geologist, Endeavour Mining plc | Mana (Wona-Kona UG, Siou UG, Boungou, Massawa (Sofia North Extension) |
Patti Nakai-Lajoie, P.Geo. | VP Mine Geology and Grade Control, Endeavour Mining plc | Golden Hill |
Michel Plasse, P.Geo | Group Manager, OP Geology and Reconciliation Support, Endeavour Mining plc | Mana (Wona-Kona OP), Fifina, Yaho, Filon 67, Fobiri, Yama, Nabanga, Bantou |
Mark Zammit, MAIG | Principal, Cube Consulting Pty Ltd | Ity (Daapleu, Gbeitouo), Hounde (Vindaloo) |
Dr. Lucy Roberts, AusIMM (CP) | Principal Consultant, SRK Consulting (UK) Ltd | Lafigué |
Paul Blackney, MAusIMM, MAIG | Principal Consultant, Optiro Pty Limited | Kalana Project |
MINERAL RESERVES
QUALIFIED PERSON | POSITION | PROPERTY/DEPOSIT |
Salih Ramazan, FAusIMM | Vice President, Mine Planning, Endeavour Mining plc | Ity, Houndé, Karma, Sabodala-Massawa (OP), Boungou and Wahgnion |
Sam Myers, MIMM | Manager, Mining, Endeavour Mining plc | Mana |
Bryan Pullman, P.Eng | Principal Mining Engineer – Mining Advisory, SLR (UK) | Sabodala UG |
Francois Taljaard | Principal Consultant, Mining Engineering, SRK Consulting (UK) Ltd | Lafigué |
Allan Earl, FAusIMM | Executive Consultant, Snowden Mining Industry Consultants (Pty) Ltd | Kalana Project |
Au Price $/Oz | BOUNGOU | HOUNDÉ | ITY | KARMA | MANA | SABODALA-MASSAWA | WAHGNION | LAFIGUÉ | KALANA |
2021 Reserves | 1,300 | 1,300 | 1,300 | 1,300 | UG & OP 1,300 | 1,300 | 1,300 | 1,300 | 1,500 |
2020 Reserves | 1,300 | 1,300 | 1,300 | 1,300 | UG at 1,300 OP at 1,500 |
UG at 1,200 OP at 1,300 |
1,300 | 1,500 | 1,500 |
2021 Resources | 1,500 | 1,500 1,8001 | 1,500 | 1,500 | UG at 1,500 OP at 1,500 |
1,500 | 1,500 | 1,500 | 1,500 |
2020 Resources | 1,500 | 1500 1,8001 | 1,500 | 1,500 | UG at 1,500 OP at 1,700 |
1,500 | 1,500 | 1,500 | 1,500 |
1 Golden Hill resources, within the Houndé mine resources are at a Gold Price of $1,800 per ounce. Cut-off grades for the resources are as follows:
Cut-off grades for the reserves are as follows:
1 Golden Hill resources, within the Houndé mine resources are at a Gold Price of $1,800 per ounce. Cut-off grades for the resources are as follows
RESERVES AND RESOURCES: YEAR-OVER-YEAR COMPARISON
As at 31 December 2021 | As at 31 December 2020 | ||||||
Resources shown
inclusive of Reserves, on a 100% basis |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
|
Boungou Mine (90% owned) | |||||||
Proven Reserves | 0.6 | 1.95 | 39 | 1.7 | 3.83 | 213 | |
Probable Reserves | 9.3 | 3.61 | 1,075 | 6.8 | 3.60 | 791 | |
P&P Reserves | 9.9 | 3.51 | 1,114 | 8.6 | 3.65 | 1,004 | |
Measured Resource (incl. reserves) | 0.6 | 2.04 | 40 | 1.9 | 3.89 | 244 | |
Indicated Resources (incl. reserves) | 10.5 | 3.95 | 1,336 | 12.5 | 3.23 | 1,295 | |
M&I Resources (incl. reserves) | 11.1 | 3.85 | 1,376 | 14.4 | 3.32 | 1,538 | |
Inferred Resources | 0.1 | 4.89 | 14 | 0.8 | 3.03 | 82 | |
Houndé Mine (90% owned except 100% owned Golden Hill) | |||||||
Proven Reserves | 2.3 | 1.25 | 93 | 2.6 | 1.26 | 104 | |
Probable Reserves | 44.6 | 1.69 | 2,420 | 43.7 | 1.76 | 2,480 | |
P&P Reserves | 47.0 | 1.66 | 2,513 | 46.3 | 1.74 | 2,584 | |
Measured Resource (incl. reserves) | 2.4 | 1.24 | 97 | 2.8 | 1.26 | 112 | |
Indicated Resources (incl. reserves) | 101.5 | 1.55 | 5,067 | 79.2 | 1.75 | 4,469 | |
M&I Resources (incl. reserves) | 103.9 | 1.55 | 5,165 | 82.0 | 1.74 | 4,581 | |
Inferred Resources | 20.5 | 1.60 | 1,052 | 18.3 | 1.69 | 999 | |
Ity Mine (85% owned except 100% owned Le Plaque) | |||||||
Proven Reserves | 11.9 | 0.89 | 338 | 10.2 | 0.95 | 312 | |
Probable Reserves | 51.2 | 1.61 | 2,641 | 43.7 | 1.73 | 2,433 | |
P&P Reserves | 63.0 | 1.47 | 2,979 | 53.9 | 1.58 | 2,745 | |
Measured Resource (incl. reserves) | 12.1 | 0.88 | 344 | 11.6 | 0.95 | 354 | |
Indicated Resources (incl. reserves) | 77.3 | 1.66 | 4,131 | 65.6 | 1.62 | 3,407 | |
M&I Resources (incl. reserves) | 89.5 | 1.56 | 4,475 | 77.1 | 1.52 | 3,762 | |
Inferred Resources | 27.1 | 1.47 | 1,279 | 17.9 | 1.32 | 762 | |
Mana Mine (90% owned) | |||||||
Proven Reserves | 1.3 | 3.54 | 150 | 5.7 | 3.18 | 578 | |
Probable Reserves | 10.1 | 3.09 | 1,007 | 8.6 | 3.05 | 839 | |
P&P Reserves | 11.5 | 3.14 | 1,157 | 14.2 | 3.10 | 1,418 | |
Measured Resource (incl. reserves) | 7.5 | 1.48 | 359 | 10.8 | 2.19 | 758 | |
Indicated Resources (incl. reserves) | 30.1 | 1.99 | 1,928 | 34.5 | 2.03 | 2,250 | |
M&I Resources (incl. reserves) | 37.6 | 1.89 | 2,287 | 45.2 | 2.07 | 3,009 | |
Inferred Resources | 7.8 | 2.27 | 570 | 10.2 | 2.14 | 701 | |
Sabodala-Massawa Complex (90% owned) | |||||||
Proven Reserves | 19.9 | 1.36 | 866 | 17.3 | 1.25 | 696 | |
Probable Reserves | 46.5 | 2.39 | 3,574 | 60.1 | 2.12 | 4,101 | |
P&P Reserves | 66.4 | 2.08 | 4,440 | 77.4 | 1.93 | 4,796 | |
Measured Resource (incl. reserves) | 21.2 | 1.32 | 900 | 19.4 | 1.38 | 862 | |
Indicated Resources (incl. reserves) | 88.9 | 2.09 | 5,977 | 82.7 | 2.17 | 5,778 | |
M&I Resources (incl. reserves) | 110.1 | 1.94 | 6,877 | 102.1 | 2.02 | 6,640 | |
Inferred Resources | 24.3 | 2.16 | 1,682 | 24.3 | 2.21 | 1,728 | |
Wahgnion Mine (90% owned) | |||||||
Proven Reserves | 2.1 | 0.78 | 52 | 2.2 | 1.23 | 86 | |
Probable Reserves | 19.5 | 1.60 | 1,006 | 24.3 | 1.64 | 1,282 | |
P&P Reserves | 21.6 | 1.52 | 1,059 | 26.4 | 1.61 | 1,367 | |
Measured Resource (incl. reserves) | 2.3 | 0.82 | 60 | 2.4 | 1.23 | 97 | |
Indicated Resources (incl. reserves) | 38.4 | 1.52 | 1,879 | 41.8 | 1.53 | 2,055 | |
M&I Resources (incl. reserves) | 40.7 | 1.48 | 1,940 | 44.2 | 1.51 | 2,152 | |
Inferred Resources | 5.0 | 1.53 | 247 | 5.1 | 1.52 | 250 | |
Bantou (90% owned except 81% owned Karankasso) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | — | — | — | — | — | — | |
M&I Resources (incl. reserves) | — | — | — | — | — | — | |
Inferred Resources | 51.1 | 1.37 | 2,245 | 51.1 | 1.37 | 2,245 | |
As at 31 December 2021 | As at 31 December 2020 | ||||||
Resources shown
inclusive of Reserves, on a 100% basis |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
Tonnage
(Mt) |
Grade
(Au g/t) |
Content
(Au koz) |
|
Lafigué Project (80% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | 48.7 | 1.70 | 2,662 | 32.0 | 2.07 | 2,133 | |
P&P Reserves | 48.7 | 1.70 | 2,662 | 32.0 | 2.07 | 2,133 | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 44.8 | 2.02 | 2,916 | 32.0 | 2.40 | 2,470 | |
M&I Resources (incl. reserves) | 44.8 | 2.02 | 2,916 | 32.0 | 2.40 | 2,470 | |
Inferred Resources | 3.6 | 2.35 | 269 | 0.8 | 2.51 | 66 | |
Kalana Project (80% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | 35.6 | 1.60 | 1,829 | 35.6 | 1.60 | 1,829 | |
P&P Reserves | 35.6 | 1.60 | 1,829 | 35.6 | 1.60 | 1,829 | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 46.0 | 1.57 | 2,318 | 46.0 | 1.57 | 2,318 | |
M&I Resources (incl. reserves) | 46.0 | 1.57 | 2,318 | 46.0 | 1.57 | 2,318 | |
Inferred Resources | 4.6 | 1.67 | 245 | 4.6 | 1.67 | 245 | |
Nabanga (90% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | — | — | — | — | — | — | |
M&I Resources (incl. reserves) | — | — | — | — | — | — | |
Inferred Resources | 3.4 | 7.69 | 841 | 3.4 | 7.69 | 841 | |
Afema (51% owned) | |||||||
Proven Reserves | — | — | — | — | — | — | |
Probable Reserves | — | — | — | — | — | — | |
P&P Reserves | — | — | — | — | — | — | |
Measured Resource (incl. reserves) | — | — | — | — | — | — | |
Indicated Resources (incl. reserves) | 5.1 | 1.10 | 179 | — | — | — | |
M&I Resources (incl. reserves) | 5.1 | 1.10 | 179 | — | — | — | |
Inferred Resources | 3.4 | 1.05 | 116 | — | — | — | |
Group Total (excluding the divested Karma mine) | |||||||
Proven Reserves | 38.1 | 1.26 | 1,539 | 39.7 | 1.56 | 1,989 | |
Probable Reserves | 265.6 | 1.90 | 16,215 | 254.8 | 1.94 | 15,888 | |
P&P Reserves | 303.6 | 1.82 | 17,753 | 294.4 | 1.89 | 17,876 | |
Measured Resource (incl. reserves) | 46.2 | 1.21 | 1,802 | 48.9 | 1.54 | 2,427 | |
Indicated Resources (incl. reserves) | 442.6 | 1.81 | 25,730 | 394.3 | 1.90 | 24,042 | |
M&I Resources (incl. reserves) | 488.8 | 1.75 | 27,532 | 443.0 | 1.86 | 26,470 | |
Inferred Resources | 150.8 | 1.77 | 8,560 | 136.5 | 1.80 | 7,919 | |
Karma Mine (90% owned) | |||||||
Proven Reserves | — | — | — | 0.3 | 0.40 | 4 | |
Probable Reserves | — | — | — | 5.2 | 0.93 | 154 | |
P&P Reserves | — | — | — | 5.5 | 0.90 | 158 | |
Measured Resource (incl. reserves) | — | — | — | 0.3 | 0.40 | 4 | |
Indicated Resources (incl. reserves) | — | — | — | 47.7 | 1.24 | 1,894 | |
M&I Resources (incl. reserves) | — | — | — | 48.0 | 1.23 | 1,898 | |
Inferred Resources | — | — | — | 16.2 | 1.30 | 679 | |
Group Total | |||||||
Proven Reserves | 38.1 | 1.26 | 1,539 | 39.9 | 1.55 | 1,992 | |
Probable Reserves | 265.6 | 1.90 | 16,215 | 259.9 | 1.92 | 16,042 | |
P&P Reserves | 303.6 | 1.82 | 17,753 | 299.8 | 1.87 | 18,034 | |
Measured Resource (incl. reserves) | 46.2 | 1.21 | 1,802 | 49.2 | 1.54 | 2,431 | |
Indicated Resources (incl. reserves) | 442.6 | 1.81 | 25,730 | 441.9 | 1.83 | 25,937 | |
M&I Resources (incl. reserves) | 488.8 | 1.75 | 27,532 | 491.1 | 1.80 | 28,368 | |
Inferred Resources | 150.8 | 1.77 | 8,560 | 152.8 | 1.75 | 8,598 |
Notes for the period ended 31 December 2021 are available in the section above. Notes for the period ended 31 December 2020 are available in the press release dated 18 March 2021 available on the Company’s website and on SEDAR.
INDEPENDENT AUDITORS' REPORT | 1 | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 7 | |
CONSOLIDATED STATEMENT OF CASH FLOWS | 8 | |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 9 | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 11 | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
1 | DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS | 12 |
2 | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 |
3 | CRITICAL JUDGEMENTS AND KEY ESTIMATES | 24 |
4 | CORPORATE COSTS | 26 |
5 | ACQUISITIONS AND DIVESTITURES | 27 |
6 | IMPAIRMENT OF MINING INTERESTS | 32 |
7 | SHARE CAPITAL | 35 |
8 | FINANCIAL INSTRUMENTS AND RELATED RISKS | 39 |
9 | LONG-TERM DEBT | 44 |
10 | TRADE AND OTHER RECEIVABLES | 47 |
11 | INVENTORIES | 47 |
12 | MINING INTERESTS | 48 |
13 | GOODWILL | 49 |
14 | OTHER FINANCIAL ASSETS | 50 |
15 | TRADE AND OTHER PAYABLES | 51 |
16 | LEASE LIABILITIES | 51 |
17 | OTHER FINANCIAL LIABILITIES | 51 |
18 | ENVIRONMENTAL REHABILITATION PROVISION | 54 |
19 | NON-CONTROLLING INTERESTS | 55 |
20 | SUPPLEMENTARY CASH FLOW INFORMATION | 56 |
21 | INCOME TAXES | 57 |
22 | RELATED PARTY TRANSACTIONS | 59 |
23 | SEGMENTED INFORMATION | 66 |
24 | CAPITAL MANAGEMENT | 68 |
25 | COMMITMENTS AND CONTINGENCIES | 68 |
26 | SUBSEQUENT EVENTS | 69 |
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF ENDEAVOUR MINING PLC
Opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the state of the Group’s affairs as at December 31, 2021 and December 31, 2020 and of its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
We have audited the consolidated financial statements of Endeavour Mining Plc and its subsidiaries (the “Group”) for the years ended December 31, 2021 and December 31, 2020 which comprises the consolidated statements of financial position, consolidated statements of comprehensive earnings/ (loss), consolidated statements of cash flows, consolidated statements of changes in equity and notes to the consolidated financial statements, including a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as issued by IAASB. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements, including the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as applied to listed entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
What we considered to be a key audit matter | Risk that the Purchase Price Allocation (“PPA”) for the acquisition of Teranga is incorrectly accounted for. | Risk that the life of mine estimates are inappropriate and mining interests require impairment. | Risk that the goodwill relating to the Teranga and Semafo acquisitions is impaired. | Risk that provisions in relation to tax claims are inappropriate. |
Why it represented a key audit matter | Management were required to exercise significant judgement and estimation in these areas. The appropriate disclosure of such judgements and estimates was also a focus for the audit. | |||
Relevant information in Consolidated Financial Statements | Note 5 |
Notes 6 and 12 |
Note 13 | Note 25 |
Key audit matter | How the scope of our audit addressed the key audit matter |
Risk that the Purchase Price Allocation (“PPA”) for the acquisition of Teranga is incorrectly accounted for.
As detailed in Note 5, the Group completed the acquisition of Teranga Mining Inc., effective 10 February 2021. The consideration paid totalled $1.75 billion. A business combination must be accounted under IFRS 3 by applying the acquisition method. This includes the recognition and measurement of assets and liabilities at fair value, and non-controlling interests at the proportionate share of the fair value of the net assets. Given the size of the acquisition and the high degree of estimate and judgement applied by Management in the PPA valuation, the accounting for the PPA represented a significant audit risk and a key area of focus for our audit. |
We checked that the PPA was subject to appropriate internal review, including by the Board. We agreed the opening balances to supporting documentation, including obtaining bank confirmation letters. We specifically focused on the completeness of liabilities and existence of assets at the date of acquisition. Our testing approach included onsite mine visits post acquisition to perform stock count and asset verification procedures. We obtained Management’s analysis of the business combination, including details of all assets and liabilities acquired and their valuation. We have examined all relevant agreements, schedules and supporting documentation of the identifiable assets acquired, liabilities assumed (principally rehabilitation and provisions for tax claims), any non-controlling interests in the acquiree, and the amounts or fair value allocated to the mining interests, exploration assets and inventories and agreed amounts to the PPA schedules. We evaluated and critically assessed the work performed by Management and their third party experts on the Purchase Price Allocation and challenged their conclusions over key judgement areas with reference to market data and historic information, namely; recognition of any separate intangibles, valuation of mining interests and exploration assets, inventory valuation, any contingent liabilities recognised and deferred tax adjustments. As part of our audit work we assessed the value attributed to the assets and liabilities acquired. In utilising the work of Management’s expert, we evaluated the competence and objectivity of the professional advisers relied upon by Management. Our assessment of the fair value of mining interests and exploration assets included the following:
We have reviewed the allocation of goodwill to the CGU’s and have challenged Management on the basis of allocation. We considered the substance of the transaction and whether it is consistent with the entity’s disclosure of the primary reasons for the business combination. We reviewed the disclosures in the consolidated financial statements to check that all of the appropriate information had been included. Key observations: We found Management’s estimates and judgements in respect of its assessment of the PPA to be balanced and suitably supported by analysis of the fair value of the assets, liabilities and non-controlling interests and independent advice from Management’s external experts. We found the disclosures included in the consolidated financial statements in Note 5 to be appropriate. |
Risk that the life of mine estimates are inappropriate and mining interests require impairment.
As detailed in Note 12, the Group’s mining interests, including property, plant and equipment represent its most significant assets and total $5.0bn at 31 December 2021. As detailed in Note 6, Management have performed an impairment indicator review for each of the operational assets under IAS 36 Impairment and have not identified any indicators of potential impairment, apart from at its Karma and Boungou mines. In addition, Management have performed an impairment assessment of the Mana and Sabodala-Massawa CGU’s given goodwill has been allocated to these CGU’s as part of the PPA accounting. See details under the key audit matter ‘Risk that the goodwill relating to the Teranga and Semafo acquisitions is impaired’ below. As a result of the indicators identified, Management performed an impairment test for the Karma mining operation as at 31 December 2021 to recognise Karma at the lower of its carrying value and fair value less costs of disposal (‘FVLCD’). As Management were in discussions to sell the Karma mine, FVLCD was valued using a market-based valuation approach based on the expected fair value of the consideration to be received upon closing of the disposal of $25.0 million, which resulted in an impairment of the mining interests at 31 December 2021 of $11.7 million. At Boungou, Management identified impairment indicators in relation to lower grades and ounces being recovered as well as the increased operating costs of the mine, mainly due to increased spend on security. In addition, reduced confidence in previously identified exploration targets has decreased the estimated exploration potential of the mine from that which was estimated on acquisition. As a result of the impairment test performed, Management concluded that there was an impairment at the Boungou CGU at 31 December 2021 and recognised an impairment charge of $246.3 million, of which $31.9 million related to the goodwill. |
We checked that the impairment models utilised the approved life of mine plans and were subject to appropriate internal review, including by the Board. We obtained and reviewed Management’s impairment indicator review, and detailed impairment tests in respect of the Karma and Boungou mines as set out below. In respect of the Karma impairment, we obtained Management’s calculation of the asset’s fair value less cost of disposal and performed the following procedures thereon:
In respect of the Boungou impairment:
For the Group’s other mines, Management’s impairment indicator review indicated that no impairment charges were required and that each cash generating unit had sufficient headroom above the CGU carrying value. As part of our impairment indicator review, we:
|
Given the current gold price forecasts and consistent operating results, Management has considered there is no indication of any potential impairments at the Group’s other operating mines. Despite this the preparation of the life of mine (‘LOM’) models still requires Management to make critical judgements and estimates regarding gold prices, reserves and resources, production rates, operating costs and capital expenditure, as well as economic variables such as discount rates. The value of the mining interests and the inherent judgement involved in the life of mine estimates makes this a significant audit risk and a key area of focus for our audit. |
Key observations:
In respect of the recoverable amount of Karma, we found Management’s conclusion to be appropriate and that the Board’s assessment appropriately considered the negotiations as at 31 December 2021. In respect of the recoverable amount of Boungou, we found the Management’s conclusion to be appropriate and that the Board’s assessment of the recoverable amount at 31 December 2021 considered both the Group’s plans, recent performance and continued risks and uncertainties. We found the key assumptions made by Management and the Board in respect of the judgements in the LOM models and around the carrying value of the Group’s other mining interests to be reasonable. We found the disclosures in the consolidated financial statements to be in line with the accounting standards. |
Risk that the goodwill relating to the Teranga and Semafo acquisitions is
impaired.
As detailed in Note 13, the Group had recognised $166.3m of goodwill arising from the acquisitions of Semafo and Teranga. This goodwill was allocated to the Mana, Boungou and Sabodala-Massawa CGU’s. During the year, the Group impaired $31.9m of goodwill that was allocated to the Boungou CGU. CGU’s to which goodwill is allocated must be tested annually for impairment. This involves the use of significant estimates and judgements to determine the recoverable amount. In relation to Mana and Sabodala- Massawa, the preparation of the life of mine (‘LOM’) models used in the impairment review requires Management to make critical judgements and estimates regarding gold prices, reserves and resources, production rates, operating costs and capital expenditure, The value of the goodwill and the inherent judgement involved in the life of mine estimates makes this a significant audit risk and a key area of focus for our audit. |
We checked that the impairment models utilised the approved life of mine plans and were subject to appropriate internal review, including by the Board. In respect of Management’s impairment assessment for the CGU’s that have goodwill allocated, we have reviewed Management’s cash flow models for each CGU with allocated goodwill and determined the recoverable amounts. In doing so, we evaluated Management’s LOM plans against our understanding of the operations. Our testing on the LOM models included comparison of the gold price forecasts to forward gold price data, market consensus information and trends. On the other key assumptions, our testing included a comparing the forecast cost, capital expenditure and production profiles against approved mine plans, reserves and resources reports and historic performance. We performed our own sensitivity calculations in respect of gold prices, discount rates, and operational performance and used the results of this to challenge Management’s sensitivity assessments, along with considering the appropriateness of related disclosures given in Note 6, based on the requirements of the relevant accounting standards. Key observations: In respect of the recoverable amount of goodwill, we found the judgements made in valuing goodwill to be appropriate. We found the disclosures in the consolidated financial statements to be in line with the relevant accounting standards. |
Risk that the tax provisions are inappropriate.
As detailed in Note 25, the Group is currently subject to tax claims and exposures associated with its operations in Burkina Faso, Cote D’Ivoire and Senegal, and in other territories where the Group has a tax presence. Management are required to assess income tax claims with reference to IFRIC 23, Uncertainty over Income Tax Treatments and non-income taxes, and those arising out of other taxes and customs audits under IAS 37, Provisions. Given the size and nature of the claims and exposures, and ongoing disputes, the recognition and presentation of any liabilities or contingent liabilities arising as a result of the taxation claims and exposures represented an area of key judgement and a key audit matter for our audit. |
We checked that there was an appropriate level of review over the tax claims and provisions, including by the Board. We tested the completeness and accuracy of the claim values by agreeing to tax correspondence. For the provided claims and exposures, we reviewed correspondence for all claims above a set threshold to obtain an understanding of the claim, we obtained and reviewed the Group’s internal analysis of the claims and exposures, and the provisions and liabilities recognised. We discussed Management’s assessment of the status of the claim or exposure with the Group’s internal tax team and/or external tax advisor. For the un-provided claims and exposures we reviewed correspondence for all claims above a set threshold to obtain an understanding of the claim, we have obtained and reviewed the Group’s internal analysis of the claims and exposures and any external professional advice from Management’s experts. In doing so, we discussed and critically assessed Management’s assessment of the status of the claim or exposure with the Group’s internal tax team and/or external tax advisor. As part of our assessment, we considered if it is appropriate that no provision is made for un-provided assessments and exposures and also considered whether there is a need for disclosure of contingent liabilities where no provision has been made. We have engaged our internal tax experts to assist in this assessment. We evaluated the competence and objectivity of professional advisors relied upon by Management. Key observations: We found Management’s estimates and judgements in respect of its assessment of the provisioning for outstanding tax claims and exposures to be balanced and suitably supported by analysis of the claims and exposures, and independent advice from Management’s external experts. We found the disclosures included in the consolidated financial statements in Note 25 to be appropriate and relevant. |
Other information
The Directors are responsible for the other information including the Management Discussion and Analysis (MD&A). The other information comprises the information included in the Management Discussion & Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible for the preparation of the consolidated financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The engagement partner on the audit resulting in this independent auditor’s report is Matt Crane.
/S/ BDO LLP
Chartered Accountants
London, UK
17 March 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
YEAR ENDED | |||
Note |
31 December 2021 |
31 December 2020 |
|
Revenues | |||
Revenue | 23 | 2,778.1 | 1,424.1 |
Cost of sales | |||
Operating expenses | (1,062.9) | (574.8) | |
Depreciation and depletion | (648.7) | (261.2) | |
Royalties | (175.7) | (98.7) | |
Earnings from mine operations | 890.8 | 489.4 | |
Corporate costs | 4 | (62.5) | (23.7) |
Acquisition and restructuring costs | 5 | (29.5) | (39.8) |
Impairment of mining interests and goodwill | 6 | (259.4) | (64.5) |
Share-based compensation | 7 | (32.5) | (18.8) |
Exploration costs | (23.6) | (4.9) | |
Earnings from operations | 483.3 | 337.7 | |
Other income/(expense) | |||
Gain/(loss) on financial instruments | 8 | 22.9 | (78.7) |
Finance costs | 9 | (66.1) | (48.8) |
Other (expense)/income | (16.0) | 9.3 | |
Earnings before taxes | 424.1 | 219.5 | |
Current income tax expense | 21 | (196.4) | (122.6) |
Deferred income tax recovery | 21 | 51.8 | 37.4 |
Net comprehensive earnings from continuing operations | 279.5 | 134.3 | |
Net comprehensive loss from discontinued operations | 5 | (3.7) | (21.8) |
Net comprehensive earnings | $ 275.8 | $ 112.5 | |
Net earnings from continuing operations attributable to: | |||
Shareholders of Endeavour Mining plc | 220.7 | 95.9 | |
Non-controlling interests | 19 | 58.8 | 38.4 |
$ 279.5 | $ 134.3 | ||
Total net earnings attributable to: | |||
Shareholders of Endeavour Mining plc | 215.5 | 73.1 | |
Non-controlling interests | 19 | 60.3 | 39.4 |
$ 275.8 | $ 112.5 | ||
Earnings per share from continuing operations | |||
Basic earnings per share | 7 | $ 0.92 | $ 0.70 |
Diluted earnings per share | 7 | $ 0.91 | $ 0.70 |
Earnings per share | |||
Basic earnings per share | 7 | $ 0.90 | $ 0.53 |
Diluted earnings per share | 7 | $ 0.89 | $ 0.53 |
The accompanying notes are an integral part of these consolidated financial statements
YEAR ENDED | |||
Note | 31 December 2021 |
31 December 2020 |
|
Operating Activities | |||
Earnings before taxes | 424.1 | 219.5 | |
Non-cash items | 20 | 990.3 | 484.4 |
Cash paid on settlement of DSUs, PSUs and options | 7 | (9.2) | (1.9) |
Cash received/(paid) for other financial assets and liabilities | 1.5 | (24.8) | |
Income taxes paid | 21 | (227.7) | (56.6) |
Foreign exchange (loss)/gain | (12.3) | 8.0 | |
Operating cash flows before changes in working capital | 1,166.7 | 628.6 | |
Changes in working capital | 20 | 8.2 | 81.9 |
Operating cash flows generated from continuing operations | 1,174.9 | 710.5 | |
Operating cash flows (used by)/generated from discontinued operations | 5 | (8.8) | 38.4 |
Cash generated from operating activities | $ 1,166.1 | $ 748.9 | |
Investing Activities | |||
Expenditures on mining interests | 12 | (522.5) | (235.9) |
Cash paid for additional interest of Ity mine | 19 | — | (5.4) |
Cash acquired on acquisition of subsidiaries | 5 | 27.0 | 93.0 |
Changes in other assets | (11.3) | (7.3) | |
Proceeds from sale of assets | 12 | — | 10.3 |
Proceeds from sale of Agbaou net of cash disposed of | 5 | (4.7) | — |
Investing cash flows used by continuing operations | (511.5) | (145.3) | |
Investing cash flows used by discontinued operations | 5 | (0.2) | -14.8 |
Cash used in investing activities | $ (511.7) | $ (160.1) | |
Financing Activities | |||
Proceeds received from the issue of common shares | 7 | 200.0 | 100.0 |
Acquisition of shares in share buyback | 7 | (133.8) | — |
Payments from the settlement of shares | 17 | (1.1) | — |
Dividends paid to minority shareholders | 19 | (29.9) | (8.6) |
Dividends paid to shareholders | 7 | (129.9) | — |
Proceeds of long-term debt | 9 | 490.0 | 120.0 |
Repayment of long-term debt | 9 | (1,143.0) | (150.0) |
Proceeds on issuance of senior notes | 9 | 494.6 | — |
Payment of financing fees and other | (27.6) | (6.9) | |
Interest paid | (26.9) | (33.7) | |
Repayment of finance and lease obligation | 16 | (28.4) | (82.7) |
Settlement of gold offtake liability | 5 | (49.7) | — |
Financing cash flows used by continuing operations | (385.7) | (61.9) | |
Financing cash flows used by discontinued operations | 5 | (45.4) | (8.8) |
Cash used in financing activities | $ (431.1) | $ (70.7) | |
Effect of exchange rate changes on cash | (31.8) | 6.7 | |
Increase in cash and cash equivalents | 191.5 | 524.8 | |
Cash and cash equivalents, beginning of year1 | 714.7 | 189.9 | |
Cash and cash equivalents, end of year | $ 906.2 | $ 714.7 | |
Less: cash relating to assets held for sale | — | (69.7) | |
Cash and cash equivalents, end of year | $ 906.2 | $ 645.0 |
1Cash and cash equivalents at the beginning of the 2021 year includes cash classified as part of assets held for sale of $69.7 million.
The accompanying notes are an integral part of these consolidated financial statements
Note | As at 31 December 2021 |
As at 31 December 2020 |
|
ASSETS | (Note 5) | ||
Current | |||
Cash and cash equivalents | 906.2 | 645.0 | |
Trade and other receivables | 10 | 104.8 | 55.1 |
Inventories | 11 | 311.3 | 190.6 |
Current portion of other financial assets | 14 | 8.6 | — |
Prepaid expenses and other | 35.1 | 26.3 | |
Current assets excluding assets held for sale | 1,366.0 | 917.0 | |
Assets held for sale | 5 | — | 180.8 |
1,366.0 | 1,097.8 | ||
Non-current | |||
Mining interests | 12 | 4,980.2 | 2,577.8 |
Goodwill | 13 | 134.4 | 71.5 |
Deferred tax assets | 21 | 10.0 | 19.8 |
Other financial assets | 14 | 95.0 | 25.2 |
Other long term assets | 11 | 185.3 | 77.0 |
Total assets | $ 6,770.9 | $ 3,869.1 | |
LIABILITIES | |||
Current | |||
Trade and other payables | 15 | 351.0 | 261.7 |
Lease liabilities | 16 | 14.4 | 13.7 |
Other financial liabilities | 17 | 32.4 | — |
Income taxes payable | 21 | 169.3 | 134.2 |
Current liabilities excluding liabilities held for sale | 567.1 | 409.6 | |
Liabilities held for sale | 5 | — | 112.8 |
567.1 | 522.4 | ||
Non-current | |||
Lease liabilities | 16 | 36.7 | 23.5 |
Long-term debt | 9 | 841.9 | 688.3 |
Other financial liabilities | 17 | 104.3 | 2.9 |
Environmental rehabilitation provision | 18 | 162.9 | 78.0 |
Deferred tax liabilities | 21 | 672.3 | 305.1 |
Total liabilities | $ 2,385.2 | $ 1,620.2 | |
EQUITY | |||
Share capital | 7 | 2.5 | 16.4 |
Share premium | 7 | 4.5 | 3,027.4 |
Other reserves | 7 | 584.0 | 70.4 |
Retained earnings/(deficit) | 3,330.5 | (1,056.2) | |
Equity attributable to shareholders of the Corporation | $ 3,921.5 | $ 2,058.0 | |
Non-controlling interests | 19 | 464.2 | 190.9 |
Total equity | $ 4,385.7 | $ 2,248.9 | |
Total equity and liabilities | $ 6,770.9 | $ 3,869.1 | |
Registered No. 13280545 |
COMMITMENTS AND CONTINGENCIES (NOTE 25)
SUBSEQUENT EVENTS (NOTE 26)
Approved by the Board: 17 March 2022 | |||||||||
"Sébastien de Montessus" Director | "Alison Baker" Director | ||||||||
The accompanying notes are an integral part of these consolidated financial statements | |||||||||
|
SHARE CAPITAL | ||||||||
Note | Share Capital | Share Premium Reserve | Other reserves (Note 7) |
(Deficit)/Retained Earnings | Total Attributable to Shareholders | Non-Controlling Interests | Total | ||
At 1 January 2020 | 11.0 | 1,763.2 | 72.5 | (1,128.8) | 717.9 | 98.6 | 816.5 | ||
Consideration on the acquisition of SEMAFO | 5 | 4.8 | 1,146.6 | — | — | 1,151.4 | 108.4 | 1,259.8 | |
Shares issued on private placement | 7 | 0.5 | 99.5 | — | — | 100.0 | — | 100.0 | |
Shares issued on exercise of options and PSU's | 0.1 | 19.3 | (19.3) | — | 0.1 | — | 0.1 | ||
Share based compensation | 7 | — | — | 17.2 | — | 17.2 | — | 17.2 | |
Dividends to non-controlling interests | 19 | — | — | — | — | — | (55.3) | (55.3) | |
Cancellation of treasury shares | 7 | — | (1.2) | — | (0.3) | (1.5) | — | (1.5) | |
Change in non-controlling interests | 19 | — | — | — | (0.2) | (0.2) | (0.2) | (0.4) | |
Total net and comprehensive earnings | — | — | — | 73.1 | 73.1 | 39.4 | 112.5 | ||
At 31 December 2020 | $ 16.4 | $ 3,027.4 | $ 70.4 | $ (1,056.2) | $ 2,058.0 | $ 190.9 | $ 2,248.9 | ||
At 1 January 2021 | 16.4 | 3,027.4 | 70.4 | (1,056.2) | 2,058.0 | 190.9 | 2,248.9 | ||
Consideration on the acquisition of Teranga | 5 | 7.9 | 1,670.4 | 30.4 | — | 1,708.7 | 245.9 | 1,954.6 | |
Shares issued on private placement | 7 | 0.9 | 199.1 | — | — | 200.0 | — | 200.0 | |
Purchase and cancellation of own shares | 7 | (0.3) | — | 0.3 | (152.1) | (152.1) | — | (152.1) | |
Shares issued on exercise of options and PSU's | 0.1 | 31.8 | (24.8) | 3.1 | 10.2 | — | 10.2 | ||
Share based compensation | 7 | — | — | 25.4 | — | 25.4 | — | 25.4 | |
Dividends paid | 7 | — | — | — | (129.8) | (129.8) | — | (129.8) | |
Dividends to non-controlling interests | 19 | — | — | — | — | — | (29.9) | (29.9) | |
Disposal of the Agbaou mine | 5 | — | — | — | — | — | (3.0) | (3.0) | |
Reorganisation | 1, 4 | (22.5) | (4,924.2) | 4,946.7 | — | — | — | — | |
Deferred shares issued upon capitalisation | 7 | 4,450.0 | — | (4,450.0) | — | — | — | ||
Cancellation of deferred shares | 7 | (4,450.0) | — | — | 4,450.0 | — | — | — | |
Reclassification of PSU's to liabilities | 7 | — | — | (14.4) | — | (14.4) | — | (14.4) | |
Total net and comprehensive earnings | — | — | — | 215.5 | 215.5 | 60.3 | 275.8 | ||
At 31 December 2021 | $ 2.5 | $ 4.5 | $ 584.0 | $ 3,330.5 | $ 3,921.5 | $ 464.2 | $ 4,385.7 | ||
The accompanying notes are an integral part of these consolidated financial statements
Endeavour Mining plc (the "Company"), together with its subsidiaries (collectively, "Endeavour" or the "Group"), is a publicly listed gold mining company that operates seven 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.
Prior to its listing on the London Stock Exchange on 14 June 2021, Endeavour Mining Corporation ("EMC") was the parent company of the Group for which consolidated financial statements were produced. On 11 June 2021, 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"). This resulted in Endeavour Mining plc, which was incorporated on 21 March 2021, becoming the new parent company for the Group. As a result of the Reorganisation, there was no change in the legal ownership of any of the assets of EMC or Endeavour Mining plc, nor any change in the ownership of existing shares or securities of EMC or Endeavour Mining plc. The financial information as at 31 December 2021 and for the year ended 31 December 2021 (and comparative information) is presented as a continuation of EMC.
STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). All amounts presented in US dollars, except as otherwise indicated. References to C$, Euro, CFA are to Canadian dollars, the Euro, and the Central African Franc, respectively.
These consolidated financial statements were approved by the Board of Directors of the Company on 17 March 2022.
The financial information for the year ended 31 December 2021 does not constitute the Company's statutory accounts for that year. The statutory accounts for the year ended 31 December 2021 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors' report on the accounts for 31 December 2021 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.
BASIS OF PREPARATION
These consolidated 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 (Note 8) as explained in the accounting policies below. The Group’s accounting policies have been applied consistently to all periods in the preparation of these consolidated financial statements, except for the adoption of new accounting standards described in note 2(s) below.
GOING CONCERN
The directors have performed an assessment of whether the Company and Group would be able to continue as a going concern for at least until March 2023. 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 December 2021, the Group’s net cash position was $76.2 million, calculated as the difference between long-term debt with a principal outstanding of $830.0 million and cash of $906.2 million. At 31 December 2021, the Group had undrawn credit facilities of $500.0 million. The Group had current assets of $1,366.0 million and current liabilities of $567.1 million representing a total working capital balance (current assets less current liabilities) of $798.9 million as at 31 December 2021. Cash generated from operating activities for the year ended 31 December 2021 was $1,166.1 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 directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least June 2023 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 is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the consolidated financial statements as at and for the 12 months ended 31 December 2021.
BASIS OF CONSOLIDATION
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (“Subsidiaries”).
Control is achieved when the Company has (i) power over the investee; (ii) is exposed, or has rights, to variable returns from its involvement with the investee and (iii) has the ability to use its power to affect its returns. Subsidiaries are included in the consolidated financial results of the Group from the effective date of acquisition up to the effective date of disposition or loss of control. The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control. For details of the Company's subsidiaries refer to note 22.
The following UK subsidiaries are exempt from the UK requirements relating to the audit of financial statements under section 479A of the Companies Act 2006:
Entity | Registration Number |
Endeavour Management Services London Limited | 10342431 |
Endeavour Mining Services LLP | OC425911 |
The presentation and functional currency of the Company is the US dollar. The individual financial statements of each subsidiary are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates at the date of the transaction.
A business combination is defined as an acquisition of assets and liabilities that constitute a business and is accounted for using the acquisition method. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs but can be integrated with the inputs and processes of the Company to create outputs. When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company considers other factors to determine whether the set of activities or assets is a business.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete.
During this measurement period, if necessary, the Company will retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. During the measurement period, the Company will also recognise additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.
The consideration transferred in a business combination is measured at its acquisition date fair value. The acquisition date is the date the Company obtains control over the acquiree, which is generally the date that consideration is transferred, and the Company acquires the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date. When the consideration includes a contingent consideration arrangement, it is measured at its acquisition date fair value and included as part of the consideration. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively. For those changes to the fair value of the contingent consideration which do not qualify as measurement period adjustments are remeasured at fair value at subsequent reporting dates with changes in fair value recognised in earnings, except for those classified as equity, which are not remeasured.
Acquisition-related costs of the acquirer, other than costs to issue equity securities, are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the Company’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction by transaction basis. All other components of non-controlling interests are measured at acquisition date fair values or, when applicable on the basis specified in another IFRS.
The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the acquisition-date fair value of net assets acquired, is recorded as goodwill. If the acquisition-date fair value of net assets required exceeds the total of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, the excess is recognised immediately as a bargain purchase gain in the consolidated statement of comprehensive earnings/(loss).
Goodwill is not amortised; rather it is tested annually for impairment or at any time during the year that an indicator of impairment is identified.
Non-current assets, or disposal groups, are classified as held for sale when it is highly probable that their carrying value will be recovered primarily through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Non-current assets and disposal groups are measured at the lower of their carrying amount and fair value less cost of disposal ("FVLCD"). Once non-current assets and disposal groups are recognised as held for sale they are no longer depreciated or amortised.
If the FVLCD is less than the carrying value of the non-current assets or disposal group on initial classification as held for sale, an impairment loss is recognised in the consolidated statement of comprehensive income/(loss). Any subsequent gains and losses on remeasurement are recognised in the consolidated statement of comprehensive income/(loss).
Non-current assets and liabilities and the assets and liabilities of a disposal group classified as held for sale are presented separately from the other assets and liabilities in the balance sheet.
A discontinued operation is a component of the Group that can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired exclusively with a view to re-sale. A component is classified as a discontinued operation when it is disposed of, or when the operation meets the criteria to be classified as held for sale, whichever event occurs first. The results of discontinued operations are presented separately in the consolidated statement of comprehensive earnings/(loss). The cash flows attributable to the proceeds received on disposal of the discontinued operations are included in the investing activities of the continuing operations.
Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers and highly liquid short-term investments with terms of three months or less. There were no material cash equivalents at 31 December 2021 and 31 December 2020.
Restricted cash consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to certain restrictions that may be in place are classified as other financial assets.
Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for obsolescence is determined by reference to specific inventory items identified. A regular and ongoing review is undertaken to establish the extent of surplus items and a provision is made for any potential loss upon disposal.
Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average production cost and net realisable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and depreciation and depletion of mining interests. Net realisable value is calculated as the estimated price at the time of sale based on prevailing metal prices less estimated future production costs to convert the inventories into saleable form.
Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the form of doré bars. Production costs are capitalised and included in gold in circuit inventory based on the current mining costs incurred up to the point prior to the refining process, including applicable overhead, depreciation and depletion relating to mining interests, and removed at the weighted average production cost per recoverable ounce of gold. The production costs of finished goods represent the weighted average costs of gold in circuit inventories incurred prior to the refining process, plus applicable refining costs. Stockpiles are classified as non-current if the timing of their planned usage is longer than twelve months.
Mining interests include interests in mining properties and related plant and equipment. The cost of a mining interest or property acquired as an individual asset purchase or as part of a business combination represents its fair value at the date of acquisition.
Mining interests are classified as depletable when operating levels intended by management have been reached. Prior to this, they are classified as non-depletable mining properties.
Mining properties are recorded at cost less accumulated depletion and impairment losses.
Non-depletable mining interests include development stage projects as well as exploration and evaluation assets, which are comprised of those properties with mineral resources and exploration potential, often referred to as value beyond proven and probable reserves. When acquired as part of an asset acquisition or a business combination, the value associated with these assets are capitalised at cost, which represents the fair value of the assets at the time of acquisition determined by estimating the fair value of a mining interests mineral reserves, resources, and exploration potential at that date.
Capitalised costs associated with mining properties include the following:
Drilling and related costs that are for general exploration, incurred on sites without an existing mine, or on areas outside the boundary of a known mineral deposit which contains proven and probable reserves are classified as greenfield exploration expenditures and are expensed as incurred. Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves at a development stage or production stage mine are classified as brownfield activities and are capitalised as part of the carrying amount of the related property in the period incurred, when management determines that there is sufficient evidence that the expenditure will result in a future economic benefit to the Group.
The carrying values of the Group’s exploration and evaluation assets are carried at acquired costs until such time as the technical feasibility and commercial viability of extracting mineral resource from the assets is demonstrated, which occurs when the activities are designated as a development project and advancement of the project is considered economically feasible. At that time, the property and the related costs are reclassified as a development stage mining interest, though not yet subject to depletion, and remain capitalised. Prior to reclassification, the mining interest is assessed for impairment. Further exploration expenditures, subsequent to the establishment of economic feasibility, are capitalised and included in the carrying amount of the related property.
Borrowing costs are capitalised when they are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that take a substantial period of time to get ready for their intended use or sale. Borrowing costs are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalised is calculated using a weighted average of the rates applicable to the relevant borrowings during the period. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Commercial production is deemed to have commenced when a mining interest can operate at levels intended by management. This is achieved when management determines that the operational commissioning of major mine and plant components is complete, operating results are being achieved consistently for a period of time and that there are indications that these operating results will continue.
The Group determines commencement of commercial production based on the following factors:
The list is not exhaustive, and each specific circumstance is considered before making the decision.
Mining expenditure incurred to maintain current production are included in profit or loss, in current production areas development costs are considered as costs of sales given that the short-term nature of these expenditures matches the economic benefit of the ore being mined.
DEPLETABLE MINING INTERESTS
The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces, when operating levels intended by management for the mining properties have been reached. Under this method, depletable costs are multiplied by the number of ounces extracted divided by the estimated total ounces to be extracted in current and future periods based on proven and probable reserves and a portion of resources.
Management reviews the estimated total recoverable ounces contained in depletable reserves and resources each financial year and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in depletable reserves and resources are accounted for prospectively.
STRIPPING COSTS
Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore body (“stripping costs”). During the development of a mine, stripping costs are capitalised and included in the carrying amount of the related mining property. During the production phase of a mine, stripping costs will be recognised as an asset only if the following conditions are met:
Stripping costs incurred and capitalised during the development and production phase are depleted using the unit-of-production method over the reserves and, in some cases, a portion of resources of the area that directly benefit from the specific stripping activity. Costs incurred for regular waste removal that do not give rise to future economic benefits are considered as costs of sales and included in operating expenses.
PLANT AND EQUIPMENT AND ASSETS UNDER CONSTRUCTION
Plant and equipment are recorded at cost less accumulated depreciation and impairment losses. Plant and equipment are depreciated using the unit of production method based on ounces produced, or the straight-line method over the estimated useful lives of the related assets as follows:
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3 - 8 years 25 years 3 - 5 years |
Right-of-use assets are depreciated over their expected useful lives on the same basis as owned assets, or, where shorter, the term of the relevant lease.
Where parts (components) of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment. Each asset or parts estimated useful life is determined considering its physical life limitations. This physical life of each asset cannot exceed the life of the mine at which the asset is utilised. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Amounts expended on assets under construction are capitalised until the asset becomes available for its intended use, at which time depreciation commences on the assets over its useful life. Repairs and maintenance of plant and equipment are expensed as incurred. Costs incurred to enhance the service potential of plant and equipment are capitalised and depreciated over the remaining useful life of the improved asset.
Upon disposal or abandonment, the carrying amounts of mining interests and plant and equipment and accumulated depreciation and depletion are removed from the accounts and any associated gains or losses are recorded in profit or loss.
At each reporting date, the Group reviews the carrying amounts of its mining interests to determine if any indicators of impairment exist. If any such indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs. The Group's CGU's are its significant mine sites and development projects. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of FVLCD and value in use. FVLCD is calculated as the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. In the absence of market information, this is determined based on the present value of the estimated future cash flows from the development, use, eventual disposal of the asset, or the price a third party is willing to pay for the asset. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or a cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Impairment losses reverse in some circumstances. When an impairment loss subsequently reverses, it is recognised immediately in profit or loss. The carrying amount of the asset or a cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
The Group performs goodwill impairment tests annually in the fourth quarter or when events and circumstances indicate that the carrying amounts may no longer be recoverable. In performing the impairment tests, the Group estimates the recoverable amount of its cash-generating units that include goodwill and compares recoverable amounts to the cash-generating unit’s carrying amount. If a cash-generating unit’s carrying amount exceeds its recoverable amount, the Group reduces the carrying value of the cash-generating unit or group of cash-generating units by first reducing the carrying amount of the goodwill and then reducing the carrying amount of the remaining assets on a pro-rata basis. Impairment of goodwill cannot be reversed.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Group has the right to direct the use of the asset. At inception or on reassessment of a contract due to modification that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
As a lessee, the Group recognises a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to earnings/(loss) in the period incurred.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to earnings/(loss) on a straight-line basis over the lease term.
The Group recognises current income tax in the consolidated statement of comprehensive earnings except to the extent that it relates to items recognised directly in equity. Current income tax is calculated on taxable income at the tax rate enacted or substantively enacted at the balance sheet date, and includes adjustments to tax payable or receivable in respect of previous periods.
The Group uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for unused tax losses and other income tax deductions. Deferred income tax assets are recognised only to the extent that it is probably that future taxable profits will be available against which the temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill. A translation gain or loss may arise for deferred income tax purposes where the local tax currency is not the same as the functional currency for certain non-monetary items. A deferred tax asset or liability is recognised on the difference between the carrying amount for accounting purposes (which reflects the historical cost in the entity’s functional currency) and the underlying tax basis (which reflects the current local tax cost, translated into the functional currency using the current foreign exchange rate). The translation gain or loss is recorded as deferred income tax in the statements of comprehensive income/(loss). Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply if the related assets are realised or the liabilities are settled. To the extent that it is probable that taxable profit will not be available against which deductible temporary differences can be utilised a deferred tax asset may not be recognised. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in earnings in the period in which the change is substantively enacted. Deferred tax assets and liabilities are considered monetary assets. Deferred tax balances denominated in currencies other than US dollars are translated into US dollars using current exchange rates at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Provision for uncertain tax positions is recognised within current tax when management determines that it is probable that a payment will be made to the tax authority. For such tax positions the amount of the probable ultimate settlement with the related tax authority is recorded. When the uncertain tax position gives rise to a contingent tax liability for which no provision is recognised, the Group discloses tax-related contingent liabilities and contingent assets in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.
Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
FINANCIAL ASSETS AT AMORTISED COST
Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are classified and measured subsequently at amortised cost.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (“FVTOCI”)
Financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are classified and measured at FVTOCI.
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity instrument, instead, it is transferred to retained earnings.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
By default, all other financial assets are measured subsequently at FVTPL. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
IMPAIRMENT
The Group recognises a loss allowance for expected credit losses on its financial assets. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.
FINANCIAL LIABILITIES AND EQUITY
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading, a derivative or designated as at FVTPL, are measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss, unless it relates to capitalised interest which is recognised as part of mining interests. Financial liabilities at FVTPL are measured at fair value and net gains and losses including any interest expenses are recognised in earnings.
DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risk and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
EMBEDDED DERIVATIVES
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 are treated as separate derivatives when they meet the definition of a derivative.
The Group’s mining and exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. The Group records a liability for the estimated future rehabilitation costs and decommissioning of its operating mines and development projects at the time the environmental disturbance occurs, or a constructive obligation is determined.
Environmental rehabilitation provisions are measured at the expected value of future cash flows including expected inflation and discounted to their present value using the current market assessment of the time value of money. The unwinding of the discount, referred to as accretion expense, is included in finance costs and results in an increase in the amount of the provision.
When provisions for closure and environmental rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and environmental rehabilitation activities is recognised in mining interests and amortised over the expected useful life of the operation to which it relates.
Environmental rehabilitation provisions are updated annually for changes to expected cash flows and for the effect of changes in the discount rate, and the change in estimate is added or deducted from the related asset and depreciated over the expected useful life of the operation to which it relates.
Provisions are recorded when a present legal or constructive obligation arises as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the obligation. The increase in the provision due to passage of time is recognised as finance expense and included in finance costs in the statement of comprehensive earnings/(loss).
Revenue from the sale of gold in bullion and doré bar form is recognised when the Group has transferred control of the gold to the customer at an amount reflecting the consideration the Group expects to receive in exchange for those products based on gold content determined prior to shipment, and is subsequently adjusted to reflect the final gold content determined by the customer. These adjustments have historically been insignificant. In determining whether the Group has satisfied a performance obligation, it considers the indicators of the transfer of control, which include, but are not limited to, whether: the Group has a present right to payment; the customer has legal title to the asset; the Group has transferred physical possession of the asset to the customer; and the customer has the significant risks and rewards of ownership of the asset. Control is transferred when the Group enters into a transaction confirmation for the transfer of gold which is either at the date at which the refining process is completed or at the point of shipment at the gold room at the mines. Revenue is measured at the transaction price agreed under the contracts, and is due immediately upon transfer of the gold to the customer.
Ordinary or common shares are classified as share capital. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax from the proceeds.
When the Company purchases its own share capital ("treasury shares"), the consideration paid, including any directly attributable incremental costs, net of income taxes, is deducted from retained earnings/(deficit). If treasury shares are subsequently cancelled, the par value of the cancelled shares is credited to the capital redemption reserve. If treasury shares are subsequently re-issued, any consideration received, net of transaction costs, up to the amount paid to re-purchase the shares is treated as a realised profit reinstating the retained earnings used when the shares were repurchased. Any excess is included in share premium.
o. EARNINGS PER SHARE
Earnings per share calculations are based on the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury stock method, whereby the proceeds from the exercise of potentially dilutive common shares with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the Company’s common shares at their average market price for the period.
The Company's share-based payment arrangements include performance share units and deferred share units.
Deferred share units ("DSUs") are settled in cash upon exercise. DSUs are recognised as share-based payment expense on the date of grant, as these instruments vest immediately. Changes in fair value of DSU's at each reporting date are recognised as share-based payment expense in the period.
Performance share units (“PSUs”) are settled in cash or shares of the Company. The fair value of the estimated number of PSUs that will eventually vest, determined at the date of grant, is recognised as share-based compensation expense over the vesting period, with a corresponding amount recorded as equity or a liability. The fair value of the PSUs is estimated using the market value of the underlying shares as well as assumptions related to the market and non-vesting conditions at the grant date. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Management re-evaluates the assumptions related to the non-market conditions periodically for changes in the number of options that are expected to ultimately vest.
Equity settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.
Cash settled share-based payments to employees and other providing similar services, such as PSUs and DSUs, are those where the employees or other has the contractual right to receive the share-based payment in cash upon exercise. Cash settled share-based payments to employees and other providing similar services are measured at the fair value of the instrument at the grant date and every reporting period, with changes in fair value recognised through profit or loss and a corresponding amount recorded as a liability.
Exchanges of share options or other share-based payment awards in conjunction with a business combination are accounted for as modifications of the share-based payments awards. Where the Company is obliged to replace the acquiree awards, either all or a portion of the market-based measure of the Company’s replacement awards is included in measuring the consideration transferred in the business combination. In determining the portion of the replacement award that is part of the consideration transferred for the acquiree, both the replacement awards and the acquiree awards are measured at the acquisition date. The portion of the replacement awards that is included in measuring the consideration transferred in a business combination equals the market-based measure of the acquiree awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the acquiree award. The excess of the market-based measure of the replacement awards over the market-based measure of the acquiree awards included in measuring the consideration transferred is recognised as remuneration cost for post transaction service.
MERGER ACCOUNTING
Group reorganisations, including transfer of assets and liabilities and acquisition of companies within the Endeavour Mining plc group are accounted for using merger accounting. As a result, any assets and liabilities are transferred at carrying value rather than fair value. The difference between the carrying value of assets and liabilities transferred and the consideration paid has been recognised in the merger reserve.
The Employee Benefit Trust ("EBT") is considered to be a Special Purpose Entity and is accounted for under IFRS 10 and consolidated on the basis that the Company has control, thus the assets and liabilities of the EBT are included in the financial position and results of operations of the Group and the shares held by the EBT are presented as a deduction from equity.
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Board. For final dividends, this is when approved by the shareholders at AGM.
The Group has adopted the following new IFRS standard for the annual period beginning on 1 January 2021:
AMENDMENTS TO IFRS 9, IAS 39, IFRS 7, IFRS 4 AND IFRS 16 INTEREST RATE BENCHMARK REFORM - PHASE 2
On 27 August 2020, the IASB issued amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform – Phase 2.
These amendments complement those made in 2019 (‘IBOR – phase 1’) and focus on the effects on entities when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. The amendments in this final phase relate to:
The impact of adoption of these amendments was not significant to the Group.
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements that the Group reasonably expects will have an impact on its disclosures, financial position or performance when applied at a future date, are disclosed below. The Group intends to adopt these standards when they become effective. Other standards and interpretations that are issued, but not yet effective, which are not expected to impact the Group have not been listed.
AMENDMENTS TO IAS 16: PROCEEDS BEFORE INTENDED USE
In May 2020, the IASB issued amendments to IAS 16, Property, Plant and Equipment ("IAS 16"), which prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after January 1, 2022 and must be applied retrospectively to items of property, plant and equipment made available for use on or after the beginning of the earliest period presented when the entity first applies the amendment. The Group is currently evaluating the impact of adopting amendments to IAS 16 on its consolidated financial statements in future periods.
AMENDMENTS TO IFRS 3: BUSINESS COMBINATIONS
In May 2020, the IASB issued amendments to IFRS 3 to update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for a business combination, and amended IFRS 3 in respect of the specific requirements for transactions and other events within the scope of IAS 37 or IFRIC 12.
The amendments are effective for annual reporting periods beginning on or after 1 January 2022. Earlier application is permitted if at the same time or earlier an entity also applies all the amendments made by Amendments to References to the Conceptual Framework in IFRS Standards, issued in March 2018. The Group is currently evaluating the impact of adopting amendments to IFRS 3 on its consolidated financial statements in future periods.
AMENDMENTS TO IAS 37: PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
In May 2020, the IASB issued amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets to specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making.
The amendments are effective for annual periods beginning on or after 1 January 2022 and must be applied prospectively to contracts for which an entity has not yet fulfilled all of its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application). Earlier application is permitted and must be disclosed. The Group is currently evaluating the impact of adopting amendments to IAS 37 on its consolidated financial statements in future periods.
AMENDMENTS TO IFRS 1: CLASSIFICATION OF LIABILITIES AS CURRENT OR NON-CURRENT
The IASB, at its meeting held in June 2021, tentatively decided to amend the requirements in IAS 1 with respect to the classification of liabilities subject to conditions and disclosure of information about such conditions and to defer the
effective date of the 2020 amendment by at least one year to annual reporting periods beginning no earlier than on or after 1 January 2024.
AMENDMENTS TO IAS 1 AND IFRS PRACTICE STATEMENT 2: DISCLOSURE OF ACCOUNTING POLICIES
In February 2021, the Board issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements (the PS), in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures.
The amendments aim to help entities provide accounting policy disclosures that are more useful by:
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted as long as the fact is disclosed. The Group is evaluating the impact of adopting the amendments to IAS 1 on its consolidated financial statements in future periods.
AMENDMENTS TO IAS 8: DEFINITION OF ACCOUNTING ESTIMATES
In February 2021, the Board issued amendments to IAS 8, in which it introduces a new definition of ‘accounting estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. The amendments apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of the effective date. Earlier application is permitted. The Group is evaluating the impact of adopting the amendments to IAS 8 on its consolidated financial statements in future periods.
AMENDMENTS TO IAS 12: DEFERRED TAX RELATED TO ASSETS AND LIABILITIES ARISING FROM A SINGLE TRANSACTION
In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.
The amendments clarify that where payments that settle a liability are deductible for tax purposes, it is a matter of judgement (having considered the applicable tax law) whether such deductions are attributable for tax purposes to the liability recognised in the financial statements (and interest expense) or to the related asset component (and interest expense). This judgement is important in determining whether any temporary differences exist on initial recognition of the asset and liability.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023. An entity should apply the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, it should also recognise a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability for all deductible and taxable temporary differences associated with leases and decommissioning obligations. The Group is evaluating the impact of adopting the amendments to IAS 12 on its consolidated financial statements in future periods.
The preparation of the Group’s consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the accompanying disclosures. These assumptions, judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. Management reviews its estimates and underlying assumptions on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
CRITICAL JUDGEMENTS
The critical judgements that the Group’s management has made in the process of applying the Group’s accounting policies, that have the most significant effect on the amounts recognised in the Group’s consolidated financial statements are as follows:
DETERMINATION OF ECONOMIC VIABILITY
Management has determined that exploratory drilling, evaluation and related costs incurred which have been capitalised are economically viable. Management uses several criteria in its assessments of economic viability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.
CAPITALISATION AND DEPRECIATION OF WASTE STRIPPING
Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, amongst others, the expected life of mine stripping ratio for each separate open pit, the determination of what defines separate pits, and the expected ounces to be extracted from each component of a pit for which the stripping asset is depreciated.
INDICATORS OF IMPAIRMENT
The Group considers both internal and external information in its process of determining whether there are any impairment indicators on any of its assets. Management considers the following external factors to be relevant: Changes in the market capitalisation of the entity, changes in the long-term gold price expectations, or changes in the technological, market, economic or legal environment in which the entity operates, or in the market to which the asset is dedicated. Management considers the following internal factors to be relevant: changes in the estimates of recoverable ounces, significant movements in production costs and variances of actual production costs when compared to budgeted production costs, production patterns and whether production is meeting planned budget targets, changes in the level of capital expenditures required at the mine site, changes in the expected cost of dismantling assets and restoring the site, particularly towards the end of a mine's life. The Group also considers certain judgements on future events, specifically if the Group will continue with development of certain exploration and evaluation assets. Refer to note 6 for details of impairment assessments performed during the year.
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
The Group needs to apply judgment when determining whether an asset or disposal group should be classified as held for sale. For this to be the case, the asset or disposal group must be available for immediate sale in its present condition and its sale must be highly probable. The following factors are considered by management in determining whether a sale is highly probable: management must be committed to a plan to sell the asset or disposal group; an active program to locate a buyer and complete the plan must have been initiated; the asset must be actively marketed for sale at a reasonable price; and the sale should be expected to be completed within 12 months of classification of the asset or disposal group as held for sale. Based on the above factors, management considered that the Agbaou mine was an asset held for sale at December 31, 2020. Management evaluated the above criteria with respect to the Karma mine at 31 December 2021 and 2020 and concluded that it was not an asset held for sale on these dates (Note 26), as the sale of Karma was not considered highly probable. However, given management's intention to dispose of the asset, management considered this to be an indicator of impairment for the Karma mine, and in determining the recoverable value of the asset, the estimated future cash flows reflects the intention to dispose of the asset (Note 6).
Judgement is required when determining whether a component of an entity classifies as a discontinued operation. A component of the Group should be classified as a discontinued operation when it has been disposed of, or if it is classified as held for sale, and represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale. Judgement is required when determining whether the component represents a separate major line of business or geographical area of operations. This was applied to the classification of the Agbaou mine as a discontinued operation for the full FY-2020 period and for the period up until its disposal in FY-2021. The Agbaou mine is considered a major geographical area of operations which has been reported as a separate segment in the past, and as such we have determined the classification of a discontinued operation to be appropriate.
KEY ESTIMATES
The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Group’s assets and liabilities are as follows:
FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
When the Company obtains control of a business the business combination is accounted for using the acquisition method of accounting. By applying this method all assets acquired and liabilities assumed are to be measured at fair value at acquisition date. The excess of the purchase consideration over the fair value of the net assets and liabilities acquired (if any) is recognised as goodwill. Goodwill recognised as a part of a business combination is allocated to the cash generating units ("CGUs") in the Group based on their expected benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. If the fair values of the net assets and liabilities assumed are more than the purchase consideration, the excess is recognised as a bargain purchase gain in the statement of comprehensive earnings/(loss). The determination of fair value often requires management to make estimates and assumptions regarding future events which include, but are not limited to, future gold prices, projected production levels, life of mine plans, future reserves and resources, operating costs, capital expenditures, and discount rates (Note 5).
RECOVERABILITY OF VALUE ADDED TAX ("VAT")
Included in trade and other receivables are recoverable VAT balances owing mainly by the fiscal authorities in Burkina Faso, Senegal, and Côte d'Ivoire. The Group is following the relevant process in each country to recoup the VAT balances owing and continues to engage with authorities to estimate if all amounts are recoverable and to accelerate the repayment of the outstanding VAT balances.
OTHER FINANCIAL ASSETS
Included in other financial assets is consideration received upon the sale of the Agbaou mine of $40.0 million related to shares of Allied Gold Corp Limited ("Allied") (Note 5). The Group has the option to sell the shares back to Allied at the issue price until the earlier of Allied completing an initial public offering transaction ("IPO") or 31 December 2022. In evaluating the fair value of the shares, management determined that there is no indication of a significant change in the fair value of the shares since their acquisition in March 2021. Management will continue to monitor the results of operations of Allied, as well as the likelihood of an initial public offering, to evaluate if there is a change in the fair value of the Allied shares, or in the resulting $40.0 million receivable, if the option to sell back the shares is exercised by the Group.
IMPAIRMENT OF MINING INTERESTS AND GOODWILL
In determining the recoverable amounts of the Group’s mining interests and goodwill, management makes estimates of the discounted future cash flows expected to be derived from the Group’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions about gold’s selling price, future capital expenditures, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates. Reductions in gold price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Group’s mining interests and/or goodwill (Note 6, 13).
ESTIMATED RECOVERABLE OUNCES
The carrying amounts of the Group’s mining interests are depleted based on the estimated recoverable ounces for each mine. Changes to estimates of recoverable ounces due to revisions to the Group’s mine plans and changes in gold price forecasts can result in a change to future depletion rates.
MINERAL RESERVES
Mineral reserves and mineral resources are determined in accordance with Canadian Securities Administrator’s National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mineral reserve and resource estimates include numerous estimates. Such estimation is a subjective process, and the accuracy of any mineral reserve or resource estimate is dependent on the quantity and quality of available data and on the assumptions made and judgements used in engineering and geological interpretation. Changes to management’s assumptions including economic assumptions such as gold prices and market conditions could have a material effect in the future on the Group’s financial position and results of operations.
ENVIRONMENTAL REHABILITATION COSTS
The provisions for rehabilitation are based on the expected costs of environmental rehabilitation and inputs used to determine the present value of such provisions and the related accretion expense using the information available at the reporting date. To the extent the actual costs differ from these estimates, adjustments will be recorded and the profit or loss and future cash flows may be impacted.
INVENTORIES
The measurement of inventory and the determination of net realisable value involves the use of estimates. This is especially the case when determining the net realisable value of stockpiles. Estimation is required when determining completion costs to bring the stockpile inventory to a condition ready for sale, total tonnes included in the stockpiles and the recoverable gold contained therein. Other estimates include future gold prices, long and short term usage, recovery rates, production cost forecasts and production plans.
Estimation is also required when determining whether to recognise a provision for obsolete stock, in particular as it relates to the amount of time the stock has been on hand and whether there are alternative uses for the consumables prior to recognising a provision for stock.
CURRENT INCOME TAXES
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. From time to time the Group is subject to a review of its income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Group's business conducted within the country involved. Management evaluates each of the assessments and recognises a provision based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal or arbitrative process. In the event that management's estimate of the future resolution of these matters change over time, the Group will recognise the effects of the changes in its consolidated financial statements in the period that such changes occur (Note 26).
The following table summarises the significant components of corporate costs:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
London Stock Exchange listing expenses | 12.6 | — |
Employee compensation | 24.9 | 14.2 |
Professional services | 9.5 | 2.9 |
Other corporate expenses | 15.5 | 6.6 |
Total corporate costs | $ 62.5 | $ 23.7 |
The following table summarises total audit and non-audit fees incurred:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Audit services1 | 1.9 | 1.5 |
Audit-related assurance services | 0.3 | 0.1 |
Non-audit services2 | 1.5 | — |
Total | 3.7 | 1.6 |
1 Audit services are in respect of audit fees for the Group
2 Non-audit services comprise non-recurring fees paid to the auditors in respect of the London listing, prospectus filings in Canada, as well as the offering of the Senior Notes.
In the year ended 31 December 2021, the Group incurred $29.5 million (for the year ended 31 December 2020 - $39.8 million) of acquisition and restructuring related costs relating to advisory, legal, valuation and other professional fees, primarily with respect to the acquisition of Teranga Gold Corporation ("Teranga"), the disposal of the Agbaou CGU and the acquisition of SEMAFO Inc ("SEMAFO"). These costs are expensed as acquisition and restructuring costs within the consolidated statement of comprehensive earnings .
On 10 February 2021, the Group completed the acquisition of Teranga. Teranga was a Canadian-based gold mining company listed on the TSX and in the United States on the OTCQX market with two operating mines in West Africa: the Sabodala-Massawa Gold Complex ("Sabodala-Massawa") in Senegal and the Wahgnion Gold Mine ("Wahgnion") in Burkina Faso. In addition, Teranga had a number of early to advanced stage exploration properties in Burkina Faso, Côte d'Ivoire and Senegal. The acquisition of Teranga supports the Group's growth strategy and enhances the Group's production profile.
Under the terms of the agreement, the Group acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 of an Endeavour share for each Teranga share held which resulted in a total of 78.8 million shares issued upon closing of the acquisition. Given the issuance of Endeavour common shares as a result of the transaction and the relative voting rights of the Endeavour and Teranga shareholders subsequent to the transaction being completed, Endeavour has been identified as the acquirer and has accounted for the transaction as a business combination.
Following the acquisition of Teranga, La Mancha Holding S.àr.l. ("La Mancha") exercised its anti-dilution right to maintain its interest in the Group and completed a $200.0 million private placement for 8,910,592 shares of Endeavour (Note 7).
The Group retained an independent appraiser to determine the fair value of the assets acquired and liabilities assumed, using income, market and cost valuation methods. The excess of total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for tax purposes. The goodwill balance is attributable to the recognition of a deferred tax liability from the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed at amounts that do not reflect fair value. The non-controlling interest is measured at its proportionate share of the fair value of net assets.
The fair values of the mining interests acquired were estimated using discounted cash flow models, where the expected future cash flows are based on estimates of future gold prices, estimated quantities of ore reserves and mineral resources, expected future production costs and capital expenditures based on the life of mine plans at the acquisition date.
The consideration and allocation to the value of assets acquired and liabilities assumed are as follows:
Notes | Preliminary purchase price allocation at 31 March 2021 | Adjustments | Final purchase price allocation | |
Purchase price: | ||||
Fair value of 78.8 million Endeavour common shares issued | 1,678.3 | 1,678.3 | ||
Fair value of Endeavour options issued | 30.4 | 30.4 | ||
Fair value of Endeavour warrants and call-rights issued | 41.5 | 41.5 | ||
$ 1,750.2 | $ — | $ 1,750.2 | ||
Net assets/(liabilities) acquired | ||||
Cash | 27.0 | — | 27.0 | |
Net working capital (excluding inventory) | (125.5) | (6.9) | (132.4) | |
Inventory | 239.0 | (0.3) | 238.7 | |
Mining interests | 2,528.5 | 245.3 | 2,773.8 | |
Other long-term assets | 2.0 | — | 2.0 | |
Goodwill | 13 | 190.7 | (95.9) | 94.8 |
Debt | (358.9) | — | (358.9) | |
Income taxes payable | (100.0) | 23.1 | (76.9) | |
Offtake liability | (49.7) | — | (49.7) | |
Contingent consideration | 17 | (45.6) | — | (45.6) |
Reclamation liability | (38.1) | — | (38.1) | |
Other liabilities acquired | (9.6) | — | (9.6) | |
Deferred taxes | (323.0) | (106.0) | (429.0) | |
Non-controlling interest | (186.6) | (59.3) | (245.9) | |
Net Assets | $ 1,750.2 | $ — | $ 1,750.2 |
During the fourth quarter of 2021, the Group finalised the fair values of certain assets acquired and liabilities assumed in the acquisition, in particular as it relates to mining interests, and liabilities with respect to certain income tax positions and these adjustments to the allocation of the purchase consideration has been recognised retrospectively and comparative information has been revised. In particular, as part of the finalisation of the purchase price allocation, management re-evaluated its life of mine plans for the Sabodala-Massawa and Wahgnion mines, and the expected ounces to be produced over the life of mine, as well as certain uncertain tax positions, which resulted in a change in their fair values. As a result of the above adjustments, the deferred tax liabilities were also adjusted to reflect the tax impact of these changes.
Depletion expense for the nine months ended 31 December 2021 was increased retrospectively by $0.2 million and operating costs were increased retrospectively by $24.6 million to reflect the change in the value of the mining interests and inventory upon determination of the final purchase price allocation.
The significant assumptions used in the determination of the fair value of the mining interests were as follows:
Assumption | Sabodala-Massawa | Wahgnion |
Gold price - 2021 to 2024 | $1,900 to $1,600 per ounce | $1,900 to $1,600 per ounce |
Long-term gold price | $1,600 per ounce | $1,600 per ounce |
Discount rate | 5.6 % | 7.0 % |
Mine life | 14 years | 10 years |
Average grade over life of mine | 1.97 g/t | 1.57 g/t |
Average recovery rate | 89 % | 92 % |
On 31 March 2021, the Group settled the full amount outstanding under the gold off-take liability which resulted in a cash outflow of $49.7 million.
Consolidated revenue for the year ended 31 December 2021 includes revenue from the date of acquisition from the assets acquired in the acquisition of Teranga of $926.0 million. The consolidated earnings for the year ended 31 December 2021 includes net earnings before tax from the date of acquisition from the assets acquired in the acquisition of Teranga of $248.1 million. Had the transaction occurred on 1 January 2021, the pro forma consolidated revenue and net earnings before taxes for the year ended 31 December 2021 would have been approximately $2,840.8 million and $326.1 million respectively.
On 1 July 2020, the Group completed the acquisition of SEMAFO. SEMAFO was a gold mining company listed on the TSX with two operating mines in West Africa: the Mana and Boungou mines in Burkina Faso as well as certain exploration stage assets. The acquisition of SEMAFO supported the Group's growth strategy and enhanced the Group's production profile.
Under the terms of the transaction, the Group acquired 100% of the issued and outstanding shares of SEMAFO at an exchange rate of 0.1422 Endeavour share for each outstanding SEMAFO share, which resulted in the issuance of 47,6 million common shares of Endeavour. Given the issuance of Endeavour common shares as a result of the transaction, the relative voting rights of the Endeavour and SEMAFO shareholders subsequent to the transaction being completed, Endeavour has been identified as the acquirer and has accounted for the transaction as a business combination.
The Group retained an independent appraiser to determine the fair value of the assets acquired and liabilities assumed, using income, market and cost valuation methods. The excess of total consideration over the estimated fair value of the amounts assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for tax purposes. The goodwill balance is attributable to the recognition of a deferred tax liability from the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed at amounts that do not reflect fair value. The non-controlling interest is measured at its proportionate share of the fair value of net assets.
The fair values of the mining interests acquired were estimated using discounted cash flow models, where the expected future cash flows are based on estimates of future gold prices, estimated quantities of ore reserves and mineral resources, expected future production costs and capital expenditures based on the life of mine plans at the acquisition date.
The consideration and allocation to the value of assets acquired and liabilities assumed are as follows:
Notes | Preliminary purchase price allocation at 31 December 2020 |
Adjustments | Final purchase price allocation | |
Purchase price: | ||||
Fair value of 47.6 million Endeavour common shares issued | 1,151.3 | — | 1,151.3 | |
$ 1,151.3 | $ — | $ 1,151.3 | ||
Net assets/(liabilities) acquired | ||||
Cash | 93.0 | — | 93.0 | |
Net working capital acquired (excluding cash) | 108.0 | 0.6 | 108.6 | |
Mining interests | 1,319.6 | 13.0 | 1,332.6 | |
Goodwill | 13 | 98.7 | (27.2) | 71.5 |
Restricted cash | 24.0 | — | 24.0 | |
Other long-term assets | 7.5 | — | 7.5 | |
Current portion of long-term debt | (29.8) | — | (29.8) | |
Lease liabilities | (24.0) | — | (24.0) | |
Income taxes payable | (36.1) | 16.3 | (19.8) | |
Other long-term liabilities | (40.7) | 9.1 | (31.6) | |
Deferred tax | (262.7) | (9.6) | (272.3) | |
Non-controlling interest | (106.2) | (2.2) | (108.4) | |
Net Assets | $ 1,151.3 | $ — | $ 1,151.3 |
During the second quarter of 2021, the Group finalised the fair values of certain assets acquired and liabilities assumed in the acquisition, in particular as it relates to mining interests, and liabilities with respect to certain income tax positions and these adjustments to the allocation of the purchase consideration has been recognised retrospectively and comparative information has been revised. In particular, as part of the finalisation of the purchase price allocation, management re-evaluated its life of mine plans for the Mana and Boungou mines, and the expected ounces to be produced over the life of mine, which resulted in a change in their fair values. As a result of the above adjustments, the deferred tax liabilities were also adjusted to reflect the tax impact of these changes.
The significant assumptions used in the determination of the fair value of the mining interests were as follows:
Assumption | Mana | Boungou |
Gold price – 2020 to 2025 | $1,550 to $1,883 per ounce | $1,550 - $1,865 per ounce |
Long-term gold price | $1,485 per ounce | $1,485 per ounce |
Discount rate | 6.00 % | 6.50 % |
Mine life | 9.5 years | 14 years |
Average grade over life of mine | 3.25 g/t | 3.58 g/t |
Average recovery rate | 88 % | 94 % |
As a result of the change in the fair values of the mining interests, depletion expense for the three months ended 31 March 2021 was increased retrospectively by $9.3 million. For the six months ended 31 December 2020, the depletion expense was decreased retrospectively by $8.3 million to reflect the change in the value of the mining interests upon determination of the final purchase price allocation.
On 1 March 2021, the Group completed the sale of its 85% interest in the Agbaou mine CGU to Allied. The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 was received in the year ended 31 December 2021 (Note 14); (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter in 2021 where the average gold price exceeds $1,900 per ounce; and (iv) a net smelter royalty ("NSR") on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.
The fair value of the various aspects of the consideration at the closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
The results of operations have been restated for the comparative periods to reclassify the loss relating to Agbaou as loss from discontinued operations. The financing cash flows from discontinued operations for the year ended 31 December 2021 include the payment of dividends to minority shareholders of $45.2 million (year ended 31 December 2020 - $7.7 million). As at 31 December 2020, the net assets of the Agbaou CGU were classified as held for sale.
At 31 December 2021, the fair value of the Allied shares remained $40.0 million, the NSR was revalued to $6.0 million and the fair value of the contingent consideration was $nil, resulting in a gain of $0.5 million and a loss of $0.5 million recognised in other expenses for the year ended 31 December 2021.
The Corporation recognised a loss on disposal of $13.6 million, net of tax, calculated as follows:
1 March 2021 | |
Cash proceeds | 16.4 |
Shares in Allied Gold | 40.0 |
Contingent consideration | 0.5 |
Net smelter royalty | 5.5 |
Transaction costs | (0.5) |
Total proceeds | $ 61.9 |
Cash and cash equivalents | 15.2 |
Restricted cash | 6.3 |
Trade and other receivables | 0.3 |
Prepaid expenses and other | 2.0 |
Inventories | 29.4 |
Mining interests | 65.0 |
Other long term assets | 8.8 |
Total assets | $ 127.0 |
Trade and other payables | (22.1) |
Other liabilities | (26.4) |
Total liabilities | $ (48.5) |
Net assets | $ 78.5 |
Non-controlling interests | (3.0) |
Net assets attributable to Endeavour | $ 75.5 |
Loss on disposition | $ (13.6) |
The earnings and loss for the CGU was as follows:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Revenue | 25.4 | 184.5 |
Operating costs | (14.2) | (84.9) |
Impairment of mining interests | — | (19.9) |
Depreciation and depletion | — | (38.3) |
Royalties | (1.4) | (10.4) |
Other income | 0.1 | 2.7 |
Loss on disposition | (13.6) | — |
Loss before taxes | $ (3.7) | $ 33.7 |
Deferred and current income tax expense | — | (55.5) |
Net comprehensive loss from discontinued operations | $ (3.7) | $ (21.8) |
Attributable to: | ||
Shareholders of Endeavour Mining Corporation | (5.2) | (22.8) |
Non-controlling interest | 1.5 | 1.0 |
Total comprehensive loss from discontinued operations | $ (3.7) | $ (21.8) |
Net loss per share from discontinued operations | ||
Basic | $ (0.02) | $ (0.17) |
Diluted | $ (0.02) | $ (0.17) |
FOR THE YEAR ENDED 31 DECEMBER 2021
During the fourth quarter of 2021, the Group performed a review for indicators of impairment at each of the CGUs and evaluated key assumptions such as significant revisions to the mine plan including current estimates of recoverable mineral reserves and resources, recent operating results, future expected production based on the reserves. In addition, those CGU's to which goodwill has been allocated are tested at least annually for impairment (Note 13). As a result of the above, the Sabodala-Massawa, Mana, Boungou and Karma CGUs were tested for impairment at 31 December 2021. There were no other indicators of impairment identified at the Group's other mine site CGU's in the year.
The recoverable amount of the Mana, Boungou and Sabodala-Massawa CGUs were based on the future after-tax cash flows expected to be derived from the Group’s mining interests and represents the FVLCD, a Level 3 fair value measurement. The projected cash flows used in impairment testing are significantly affected by changes in assumptions for metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production costs estimates, capital expenditures estimates, and discount rates. The Group’s impairment testing incorporated the following key assumptions: The estimates used for gold prices, and the discount rate which represented the Group’s weighted average cost of capital and which included estimates for risk-free interest rates, market value of the Group’s equity, market return on equity, share volatility and debt-to-equity financing ratio.
Key assumptions used in the FVLCD calculations:
Assumption | Mana | Boungou | Sabodala-Massawa |
Gold price | $ 1,800 | $ 1,800 | $ 1,800 |
Long-term gold price | $ 1,600 | $ 1,600 | $ 1,600 |
Mine life | 10 years | 10 years | 17 years |
Discount rate | 6.9 % | 7.7 % | 5.5 % |
A sensitivity analysis was performed to identify the impact of changes in the key assumption to the impairment analysis, which include metal prices, discount rate, operating expenses, and capital expenditures. The below table outlines the impact on the Mana and Sabodala-Massawa impairment models by applying sensitivities to the key inputs noted below:
Mana
Assumption | Change in fair value |
Decrease in metal prices of 5% | $ (97.5) |
Increase in discount rate of 2% | $ (57.0) |
Increase in operating expenditures of 5% | $ (48.0) |
Increase in capital expenditure of 5% | $ (17.9) |
Based on the sensitivity analysis performed on key assumptions above, no reasonably possible change in the key assumptions would cause the carrying value to exceed its recoverable amount.
Sabodala-Massawa
Assumption | Change in fair value |
Decrease in metal prices of 5% | $ (212.7) |
Increase in discount rate of 2% | $ (221.5) |
Increase in operating expenditures of 5% | $ (84.0) |
Increase in capital expenditure of 5% | $ (20.0) |
Using the assumptions noted above the headroom of the FVLCD over and above the carrying value of the cash generating unit is approximately $14.0 million. This is expected given the Sabodala-Massawa CGU was acquired in February 2021. Based on the sensitivity analysis performed on the key assumptions above, a decrease in metal prices, an increase in discount rate, increase in operating expenditures or increase in capital spend would reduce the headroom and result in the carrying value of the cash generating unit exceeding the recoverable value of the mining interest resulting in an impairment.
IMPAIRMENT OF BOUNGOU MINE
During the year ended 31 December 2021, the Boungou mine experienced higher costs and lower than expected grades at its mine relative to expectations and the prior year. In developing a revised life of mine plan, management lowered its production estimates in comparison with prior expectations, increased its cost structure to reflect the lower grades and ounces being recovered as well as the increased operating costs of the mine, mainly due to increased spend on security, and reflected the reduced confidence in estimated resource to reserve conversion and exploration potential of the mine from that which was estimated on acquisition.
Given the decrease in the cash flows of the Boungou mine expected in the latest life of mine plan, the Group concluded that there was an impairment at the Boungou CGU at 31 December 2021, as the Group concluded that the recoverable amount of the Boungou CGU, representing its FVLCD, was below the carrying amount, and recognised a non-cash impairment of $246.3 million, of which $31.9 million related to the goodwill, and the remainder related to the mining interests.
A sensitivity analysis was performed to identify the impact of changes in the metal prices, discount rate, operating expenditure, and capital expenditure which are the determined to be the key assumption to the impairment analysis. The below table outlines the impact on the Boungou impairment by applying sensitivities to the key inputs noted below:
Assumption | Change in fair value |
Decrease in metal prices of 5% | $ (55.0) |
Increase in discount rate of 2% | $ (24.3) |
Increase in operating expenditures of 5% | $ (33.5) |
Increase in capital expenditure of 5% | $ (1.5) |
IMPAIRMENT OF KARMA MINE
An impairment assessment was completed to recognise the Karma CGU at the lower of its carrying value and FVLCD. The FVLCD was valued using a market-based valuation approach based on the expected fair value of the consideration to be received upon closing of the disposal of $25.0 million, which resulted in an impairment of the mining interests at December 31, 2021 of $11.7 million. The fair value of the various aspects of the expected consideration were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
IMPAIRMENT OF EXPLORATION ASSETS
During the year ended 31 December 2021, the Group performed a review for indicators of impairment of all exploration and evaluation assets in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. Exploration permits have been assessed as to whether the permits were in good standing and/ or any further activity was planned. As a result, an impairment charge of $1.4 million has been recognised against various exploration properties.
FOR THE YEAR ENDED 31 DECEMBER 2020
During the fourth quarter of 2020, the Group performed a review for indicators of impairment at each of the cash generating units and evaluated key assumptions such as significant revisions to the mine plan including current estimates of recoverable mineral reserves and resources, recent operating results, future expected production based on the reserves which led to an indicator of impairment of the Karma CGU, discussed below. There were no other indicators of impairment identified at the Group's other mine site CGU's in the year.
IMPAIRMENT OF KARMA MINE
During the year ended December 31, 2020, the Group recorded an impairment charge on non-current assets of $44.6 million recognised at the Karma Mine.
KEY ASSUMPTIONS
The recoverable amounts of the Karma CGU were based primarily on the future after-tax cash flows expected to be derived from the Group’s mining interests and represents the FVLCD, a Level 3 fair value measurement. The projected cash flows used in impairment testing are significantly affected by changes in assumptions for metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production costs estimates, capital expenditures estimates, and discount rates. The Group’s impairment testing incorporated the following key assumptions: The estimates used for gold price was an average of $1,751 per ounce over the three-year remaining life of the mine. Projected cash flows were discounted using a discount rate of 7.8% which represented the Group’s weighted average cost of capital and which included estimates for risk-free interest rates, market value of the Group’s equity, market return on equity, share volatility and debt-to-equity financing ratio.
IMPAIRMENT OF EXPLORATION ASSETS
During the year ended December 31, 2020, the Group performed a review for indicators of impairment of all exploration and evaluation assets in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. Exploration permits have been assessed as to whether the permits were in good standing and/ or any further activity was planned. As a result, an impairment charge of $19.9 million has been recognised against various exploration properties.
7. SHARE CAPITAL
SHARE CAPITAL
2021 | 2020 | |||
Number | Amount | Number | Amount | |
Ordinary share capital | ||||
Opening balance | 163.0 | 16.4 | 109.9 | 11.0 |
Consideration on the acquisition of subsidiary | 78.8 | 7.9 | 47.6 | 4.8 |
Shares issued on private placement | 8.9 | 0.9 | 4.5 | 0.5 |
Shares issued on exercise of options and PSU's | 2.7 | 0.1 | 1.1 | 0.1 |
Cancellation of treasury shares | (5.4) | (0.3) | (0.1) | — |
Reorganisation | — | (22.5) | — | — |
Balance as at 31 December | 248.0 | $ 2.5 | 163.0 | $ 16.4 |
Deferred share capital | ||||
Opening balance | — | — | — | — |
Shares issued upon capitalisation of the merger reserve | 4,450.0 | 4,450.0 | — | — |
Shares cancelled | (4,450.0) | (4,450.0) | — | — |
Balance as at 31 December | — | $ — | — | $ — |
Total share capital | $ 2.5 | $ 16.4 |
248.0 million ordinary voting shares of $0.01 par value
The following table summarises the share-based compensation expense:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Charges and change in fair value of DSUs | 0.9 | 1.3 |
Charges and change in fair value of PSUs | 31.6 | 17.5 |
Total share-based compensation | $ 32.5 | $ 18.8 |
Options outstanding |
Weighted average exercise price (C$) |
|
Added upon acquisition of Teranga | 3,517,187 | 16.27 |
Exercised | (1,265,907) | 10.17 |
Expired | (678,170) | 31.92 |
At 31 December 2021 | 1,573,110 | 14.43 |
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 to the date of their expiry.
As at 31 December 2021, the weighted average remaining contractual term of outstanding stock options exercisable was 0.99 years. The share options are exercisable at prices ranging from C$6.60 to C$31.92.
A summary of the changes in share unit plans is presented below:
DSUs outstanding |
Weighted average grant price (C$) |
PSUs outstanding |
Weighted average grant price (C$) |
|
At 31 December 2019 | 178,684 | 13.67 | 3,298,377 | 19.05 |
Granted | 20,455 | 28.62 | 2,072,183 | 21.55 |
Exercised | (73,978) | 16.88 | (1,089,232) | 19.08 |
Forfeited | — | — | (1,152,986) | 19.50 |
Added by performance factor | — | — | 85,463 | 18.57 |
At 31 December 2020 | 125,161 | 14.22 | 3,213,805 | 20.48 |
Granted | 44,175 | 26.84 | 1,644,735 | 28.28 |
Exercised | (1,858) | 31.33 | (1,552,719) | 22.26 |
Forfeited | (689) | 25.33 | (70,759) | 22.34 |
Reinvested | 3,923 | 18.83 | 120,793 | 23.59 |
Added by performance factor | — | — | 292,922 | 22.54 |
At 31 December 2021 | 170,712 | 17.36 | 3,648,777 | 23.47 |
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 5 day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period.
The total fair value of DSUs at 31 December 2021 was $3.7 million (31 December 2020 – $2.9 million). The total DSU share-based compensation recognised in the consolidated statement of comprehensive earnings was an expense of $0.9 million for the year ended 31 December 2021 (for the year ended 31 December 2020 – expense of $1.3 million).
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 three-year cliff-vesting to serve 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 PSU's, while the remaining 50% of the value of the PSU's 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:
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% (2020 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2020 – same).
During the year ended 31 December 2021, the Group determined that PSU's outstanding and part of the EBT will be settled in cash upon exercise. The fair value of the PSUs on date of reclassification was determined to be $14.4 million and was transferred from equity reserve to liabilities. Subsequent measurement of the liability to fair value is recognised in profit or loss and is included in share-based compensation expense. No PSUs are exercisable as at 31 December 2021.
Diluted net earnings per share was calculated based on the following:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Basic weighted average number of shares outstanding | 240,094,919 | 137,042,765 |
Effect of dilutive securities1 | ||
Stock options and warrants | 1,920,650 | — |
Diluted weighted average number of shares outstanding | 242,015,569 | 137,042,765 |
Total common shares outstanding | 248,038,422 | 163,036,473 |
Total potential diluted common shares | 254,999,309 | 165,458,170 |
At 31 December 2021, a total of 3,648,777 PSU's (2,421,697 at 31 December 2020) could potentially dilute basic earnings per share in 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. 186,120 stock options were anti-dilutive as at 31 December 2021 and were excluded from the determination of the diluted weighted average number of shares outstanding (31 December 2020 – nil). The potentially dilutive impact of the convertible senior notes are anti-dilutive for the period and were not included in the diluted earnings per share.
During the year ended 31 December 2021, the Group announced its dividend for the first half of the 2021 fiscal year of $0.28 per share totalling $69.9 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021. In February 2021, the Group paid a dividend of $60.0 million ($0.37 per share) to shareholders on record on the close of business of 22 January 2021.
31 December 2021 |
31 December 2020 |
|
Dividends declared and paid | 129.9 | — |
Dividend per share | 0.65 | — |
A summary of reserves is presented below:
Capital Redemption Reserve | Share Based Payment Reserve | Merger Reserve | Total | |
At 1 January 2020 | — | 72.5 | — | 72.5 |
Share based compensation | — | 17.2 | — | 17.2 |
Shares issued on exercise of options and PSU's | — | (19.3) | — | (19.3) |
At 31 December 2020 | — | 70.4 | — | 70.4 |
Consideration on the acquisition of Teranga | — | 30.4 | — | 30.4 |
Purchase and cancellation of own shares | 0.3 | — | — | 0.3 |
Share based compensation | — | 25.4 | — | 25.4 |
Shares issued on exercise of options and PSU's | — | (24.8) | — | (24.8) |
Reorganisation | — | — | 4,946.7 | 4,946.7 |
Deferred shares issued upon capitalisation | — | — | (4,450.0) | (4,450.0) |
Reclassification of PSU's to liabilities | — | (14.4) | — | (14.4) |
At 31 December 2021 | 0.3 | 87.0 | 496.7 | 584.0 |
NATURE AND PURPOSE OF OTHER RESERVES
CAPITAL REDEMPTION RESERVE
The capital redemption reserve represents the cumulative 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.
MERGER RESERVE
The merger reserve contains the difference between the share capital of the Company and the net assets of EMC as at the date or reorganisation as described in note 7 to the consolidated financial statements, and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.
The Group’s financial instruments are classified as follows:
Financial assets/liabilities at amortised cost | Financial instruments at fair value through profit and loss ('FVTPL') | |
Cash | X | |
Trade and other receivables | X | |
Restricted cash | X | |
Marketable securities | X | |
Other long-term receivable | X | |
Other financial assets | X | |
Trade and other payables | X | |
Share warrant liabilities | X | |
Call-rights | X | |
Contingent consideration | X | |
Senior notes | X | |
Embedded derivative on senior notes | X | |
Revolving credit facilities | X | |
Corporate loan facilities | X | |
Derivative financial assets | X | |
Convertible senior notes | X | |
Conversion option on convertible senior notes | X |
The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the convertible senior notes, which has a fair value of approximately $370.3 million (31 December 2020 – $398.6 million), and the senior notes which has a fair value of approximately $496.8 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).
As at each of 31 December 2021 and 31 December 2020, the levels in the fair value hierarchy into which the Group’s financial assets and liabilities measured and recognised in the consolidated statement of financial position at fair value are categorised as follows:
AS AT 31 DECEMBER 2021 | |||||
Note | Level 1 Input |
Level 2 Input |
Level 3 Input |
Aggregate Fair Value |
|
Assets: | |||||
Cash | 906.2 | — | — | 906.2 | |
Restricted cash | 14 | 31.6 | — | — | 31.6 |
Marketable securities | 3.1 | — | — | 3.1 | |
Long term receivable | 14 | — | — | 5.9 | 5.9 |
Derivative financial assets | 14 | — | 25.1 | — | 25.1 |
Other financial assets | 14 | — | 40.0 | 1.0 | 41.0 |
Total | $ 940.9 | $ 65.1 | $ 6.9 | $ 1,012.9 | |
Liabilities: | |||||
Share warrant liabilities | 17 | — | (23.6) | — | (23.6) |
Call-rights | 17 | — | (19.2) | — | (19.2) |
Contingent consideration | 17 | — | (48.2) | — | (48.2) |
Conversion option on convertible senior notes | 9 | — | (34.6) | — | (34.6) |
Total | $ — | $ (125.6) | $ — | $ (125.6) |
AS AT 31 DECEMBER 2020 | |||||
Note | Level 1 Input |
Level 2 Input |
Level 3 Input |
Aggregate Fair Value |
|
Assets: | |||||
Cash | 645.0 | — | — | 645.0 | |
Restricted cash | 14 | 24.4 | — | — | 24.4 |
Marketable securities | 0.8 | — | — | 0.8 | |
Long term receivable | 14 | — | — | 0.8 | 0.8 |
Total | $ 670.2 | $ — | $ 0.8 | $ 671.0 | |
Liabilities: | |||||
Conversion option on convertible senior notes | 9 | — | (74.6) | — | (74.6) |
Total | $ — | $ (74.6) | $ — | $ (74.6) |
There were no transfers between level 1 and 2 during the year. 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.
YEAR ENDED | |||
Note | 31 December 2021 |
31 December 2020 |
|
Change in value of receivable at FVTPL | (1.5) | (13.3) | |
Unrealised gain/(loss) on conversion option on convertible senior notes | 9 | 40.0 | (43.2) |
Gain/(loss) on change in fair value of warrant liabilities | 17 | (1.4) | — |
Gain on change in fair value of call rights | 17 | 0.1 | — |
Loss on change in fair value of contingent consideration | 17 | (3.2) | — |
Loss on foreign exchange | (37.5) | (5.2) | |
Realised gain on forward contract | 14 | 11.5 | 6.7 |
Gain/(loss) on gold collar | 14 | 6.2 | (21.2) |
Gain/(loss) on other financial instruments | 8.7 | (2.5) | |
Total gain/(loss) on financial instruments | $ 22.9 | $ (78.7) |
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.
CREDIT RISK
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge its obligations. Credit risk arises from cash, restricted cash, marketable securities, trade and other receivables, long-term receivable and other assets.
The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At 31 December 2021 1% of the Group's cash balances were invested in AA rated financial institutions (2020: 16%), 76% in A rated financial institutions (2020: 45%), 7% in B rated financial institutions (2020: 1%), 14% in BB rated institutions (2020: 31%) and 3% in unrated financial institutions (2020: 7%).
The Group closely monitors its financial assets (excluding cash) and does not have any significant concentration of credit risk other than receivable balances owed from the governments in the countries the Group operates in and its other receivables of $14.6 million due from third parties.
The Group has a receivable of $5.9 million from Allied, who acquired the Agbaou mine in March 2021, which has not yet been repaid at 31 December 2021. Management monitors the results of Allied to evaluate the ability of the counterparty to repay the amount. In addition, the Group has an investment in shares of Allied which a value of $40.0 million at 31 December 2021, and has the option to sell the shares back to Allied and receive $40.0 million in cash. Management is monitoring Allied's results from operations to determine the fair value of the investment, as well as its ability to repay the receivable if the option to convert the shares into a receivable is exercised. The Group monitors the amounts outstanding from all its third parties regularly and does not believe that there is a significant level of credit risk associated with these receivables given the current nature of the amounts outstanding and the on-going customer/supplier relationships with those companies.
The Group sells its gold to large international organisations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 31 December 2021 is considered to be negligible. The Group does not rely on ratings issued by credit rating agencies in evaluating counterparties’ related credit risk.
The Group’s maximum exposure to credit risk is as follows:
Note | 31 December 2021 |
31 December 2020 |
|
Cash | 906.2 | 645.0 | |
Trade and other receivables | 10 | 104.8 | 55.1 |
Other financial assets | 14 | 41.0 | 0.8 |
Derivative financial assets | 14 | 25.1 | — |
Marketable securities | 14 | 3.1 | — |
Long-term receivable | 14 | 5.9 | — |
Restricted Cash | 14 | 31.6 | 24.4 |
Total | $ 1,117.7 | $ 725.3 |
LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash, physical gold or another financial asset. The Group has a planning and budgeting process in place to help determine the funds required to support the Group’s normal operating requirements. The Group ensures that it has sufficient cash and cash equivalents and loan facilities available to meet its short term obligations. For details of undrawn loan facilities refer to note 9.
The following table summarises the Group’s liabilities that have contractual maturities as at 31 December 2021:
Within 1 year |
1 to 2 years | 3 to 4 years | Over 4 years | Total | |
Trade and other payables | 351.0 | — | — | — | 351.0 |
Convertible senior notes | 9.9 | 335.0 | — | — | 344.9 |
Senior notes | 25.0 | 25.0 | 25.0 | 550.0 | 625.0 |
Lease liabilities | 13.9 | 11.7 | 12.9 | 16.0 | 54.5 |
Total | $ 399.8 | $ 371.7 | $ 37.9 | $ 566.0 | $ 1,375.4 |
The following table summarises the Group’s liabilities that have contractual maturities as at 31 December 2020:
Within 1 year |
1 to 2 years | 3 to 4 years | Over 4 years | Total | |
Trade and other payables | 269.7 | — | — | — | 269.7 |
Corporate loan facility1 | 16.0 | 16.0 | 311.3 | — | 343.3 |
Convertible senior notes | 9.9 | 9.9 | 335.0 | — | 354.8 |
Lease liabilities | 15.5 | 15.3 | 7.3 | 1.2 | 39.3 |
Total | $ 311.1 | $ 41.2 | $ 653.6 | $ 1.2 | $ 1,007.1 |
1The interest on the corporate loan facility has been included in this table based on the current balance, however, the RCF can be drawn down further or repaid, which would impact the interest payments in the periods above.
CURRENCY RISK
Currency risk relates to the risk that the fair values or future cash flows of the Group’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Group incurs in its operations. There has been no change in the Group’s objectives and policies for managing this risk during the period ended 31 December 2021. The Group has not hedged its exposure to foreign currency exchange risk.
The table below highlights the net assets held in foreign currencies, presented in US dollars:
31 December 2021 |
31 December 2020 |
|
Canadian dollar | (19.3) | 92.4 |
CFA Francs | 451.4 | 175.9 |
Euro | (14.7) | 0.6 |
Other currencies | (0.4) | 13.3 |
Total | $ 417.0 | $ 282.2 |
The effect on earnings before taxes as at 31 December 2021, of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the above mentioned financial and non-financial assets and liabilities of the Group is estimated to be $41.7 million (31 December 2020, $28.2 million), if all other variables remained constant. The calculation is based on the Group’s statement of financial position as at 31 December 2021.
INTEREST RATE RISK
Interest rate risk is the risk that future cash flows from, or the fair values of, the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group is exposed to interest rate risk primarily on its long-term debt. Since marketable securities and government treasury securities held as loans are short term in nature and are usually held to maturity, there is minimal fair value sensitivity to changes in interest rates. The Group continually monitors its exposure to interest rates and is comfortable with its exposure given the relatively low short-term US interest rates and Secured Overnight Financing Rate ("SOFR").
COVID-19 PANDEMIC RISKS
The Company continues to actively monitor the impact of the COVID-19 pandemic, including the impact on economic activity and financial reporting. In response to health risks associated with the spread of COVID-19, the Group implemented a number of health and safety measures designed to protect employees and the local communities at its operations. Throughout the COVID-19 pandemic, the Group has monitored the impact that COVID-19 has had on its employees and contractors, in terms of potential health concerns, mobility to and from sites, as well as personal well-being. The Group has also monitored the impact on supply chain, infrastructure, as well as the ability to transport its gold for sale.
In the years ended 31 December 2021 and 2020, none of the Group's operations were suspended as a result of COVID-19. During the year ended 31 December 2021, the Company continued to incur costs attributable to the management of the pandemic, including those associated with additional personal protective equipment, higher travel and transportation costs, and community support. These costs were approximately $0.6 million in the year ended 31 December 2021 (2020 - $7.7 million) and are included corporate costs in the consolidated statement of comprehensive earnings. The impacts of COVID-19 on the Group's operations to date did not represent indicators of impairment for any of the Group's assets as at 31 December 2021 and 2020.
The extent to which COVID-19 may continue to impact the Group's operations will depend on future developments which are uncertain and cannot be predicted. These developments include, but are not limited to, the continued spread of COVID-19, increased severity of COVID-19, the emergence of any future variants of concern, the duration of the outbreak, and additional actions taken by the governments in the countries in which the Group operates to contain COVID-19.
As the pandemic continues to evolve, it remains difficult to predict the full extent and duration of the resulting operational and economic impacts for the Company, which may impact a number of future reporting periods. The Group will continue to monitor these and all other developments on the Group's operations and their impact on the Group's operations and economic activity.
31 December 2021 |
31 December 2020 | |
Senior notes (a) | 492.7 | — |
Revolving credit facilities (b) | — | 310.0 |
Deferred financing costs | (7.2) | (8.2) |
Convertible senior notes (c) | 321.8 | 311.9 |
Conversion option (d) | 34.6 | 74.6 |
Total long-term debt | $ 841.9 | $ 688.3 |
The Group incurred the following finance costs in the period:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Interest expense | 44.8 | 42.0 |
Amortisation of deferred facility fees | 15.9 | 3.0 |
Commitment, structuring and other fees | 5.4 | 3.8 |
Total finance costs | $ 66.1 | $ 48.8 |
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 proceeds of the Notes of $494.6 million were used to repay all amounts outstanding under the Company's existing revolving credit facilities and to pay fees and expenses in connection with the offering of the Notes.
The 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 Notes mature on 14 October 2026, unless redeemed earlier or repurchased in accordance with the terms of the Notes.
The key terms of the Notes include:
For accounting purposes, the Company measures the Notes at amortised cost, accreting to maturity over the term of the Notes. The conversion option on the Convertible Notes is an embedded derivative and is accounted for as a financial liability measured at fair value through profit or loss. The Notes include 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 Notes from proceeds of an equity offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. This early redemption feature is an embedded derivative to the Notes and is accounted for as a financial instrument at fair value through profit and loss, with changes in fair value at each subsequent reporting period being recognised in earnings (Note 8). The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 31 December 2021 was $4.6 million (inception - $3.4 million) (Note 14).
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 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.
Concurrent with the completion of the offering of the Notes above, the Company entered into a new $500.0 million unsecured revolving credit facility agreement (the "new RCF") with a syndicate of international banks. The new RCF replaces the bridge facility and existing RCF, which were both repaid and cancelled upon completion of the Notes offering and new RCF.
The key terms of the new RCF include:
Covenants on the new RCF include:
Previously, on 24 December 2020 the Company had entered into a $430.0 million revolving credit facility agreement (the "old RCF"), which replaced a previous similar RCF, as well as a new $370.0 million facility agreement ("Bridge Facility"), both with a syndicate of international banks and which became effective on 10 February 2021.
The key terms of the previous RCF included:
The key terms of the Bridge Facility included:
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 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 has been subsequently adjusted as a result of the dividends declared and paid by the Company, and the new conversion rate at 31 December 2021 is 42.55 of the Company's common shares per $1,000 note, and equates to a conversion price of approximately $23.50 (CAD$29.72) per share.
The Convertible Notes bear interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year. Convertible Notes mature on 15 February 2023, unless redeemed earlier, repurchased or converted in accordance with the terms of the Convertible Notes. The note holders can convert their Convertible Notes at any time prior to the maturity date. Also, the Convertible Notes are redeemable in whole or in part, at the option of the Company, at a redemption price equal to the principal amount of the Convertible Notes being redeemed, plus any accrued and unpaid interest, if the share price exceeds 130% of the conversion price on each of at least 20 of the trading days during the 30 days prior to the redemption notice. The Company may, subject to certain conditions, elect to satisfy the principal amount and conversion option due at maturity or upon conversion or redemption through the payment or delivery of any combination of Shares and cash.
The key terms of the Convertible Notes include:
For accounting purposes, the Company measures the Notes at amortised cost, accreting to maturity over the term of the Notes. The conversion option on the Convertible Notes is an embedded derivative and is accounted for as a financial liability measured at fair value through profit or loss.
The unrealised gain/loss on the convertible note option for the year ended 31 December 2021 was an unrealised gain of $40.0 million (year ended 31 December 2020 – unrealised loss of $43.2 million million).
The liability component for the Notes at 31 December 2021 has an effective interest rate of 6.2% (31 December 2020: 6.2%) and was as follows:
31 December 2021 |
31 December 2020 | |
Liability component at beginning of the period | 311.9 | 302.6 |
Interest expense in the period | 19.8 | 19.2 |
Less: Interest payments in the period | (9.9) | (9.9) |
Total | $ 321.8 | $ 311.9 |
The conversion option related to the Convertible Notes is recorded at fair value, using a convertible bond valuation model, taking account of the observed market price of the Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Convertible Notes, which was then calibrated to the total fair value of the Convertible Notes: volatility of 38% (31 December 2020 – 56%), term of the conversion option 0.99 years (31 December 2020 – 2.13 years), a dividend yield of 2.5% (31 December 2020 – 2.5%), credit spread of 0.86% (31 December 2020 – 4%), and a share price of CAD$27.73 (31 December 2020 – CAD$29.62).
31 December 2021 |
31 December 2020 | |
Conversion option at beginning of the period | 74.6 | 31.4 |
Fair value adjustment | (40.0) | 43.2 |
Conversion option at end of the period | $ 34.6 | $ 74.6 |
31 December 2021 |
31 December 2020 | |
VAT receivable (a) | 59.7 | 30.6 |
Receivables for gold sales | 3.9 | 4.6 |
Other receivables (b) | 32.5 | 19.9 |
Advance payments of royalties | 8.7 | — |
Total | $ 104.8 | $ 55.1 |
VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso. These balances are expected to be collected in the next twelve months. In the year ended 31 December 2021, the Group collected $92.0 million of outstanding VAT receivables, through the sale of its VAT receivables to third parties or reimbursement from the tax authorities.
Other receivables at 31 December 2021 include a receivable of $11.7 million (31 December 2020 – $nil) related to the sale of equipment at Ity to third parties, an amount of $5.9 million (31 December 2020 – $nil) receivable from Allied related to the sale of the Agbaou mine, and other receivables from third parties. All these amounts are non-interest bearing and are expected to be repaid in the next twelve months.
31 December 2021 |
31 December 2020 | |
Doré bars | 25.1 | 24.1 |
Gold in circuit | 41.0 | 33.8 |
Ore stockpiles | 312.2 | 125.7 |
Spare parts and supplies | 118.3 | 84.0 |
Total | $ 496.6 | $ 267.6 |
Non-current stockpiles | (185.3) | (77.0) |
Inventories, current | $ 311.3 | $ 190.6 |
As of 31 December 2021, there was a provision of $nil to adjust gold in circuit ("GIC") inventory to net realisable value at Karma (31 December 2020 – $19.4 million with respect to GIC and $0.4 million related to finished goods).
The cost of inventories recognised as expense in the year ended 31 December 2021 was $1,711.5 million and was included in operating expenses (year ended 31 December 2020 - $836.0 million).
MINING INTERESTS | ||||||
Note | Depletable | Non depletable1 | Property, plant and equipment | Assets under construction | Total | |
Cost | ||||||
Balance as at 1 January 2020 | 682.8 | 331.8 | 1,081.6 | 22.0 | 2,118.2 | |
Acquired in business combinations | 5 | 519.9 | 453.5 | 359.2 | — | 1,332.6 |
Additions/expenditures | 102.8 | 67.3 | 44.5 | 44.4 | 259.0 | |
Transfers from inventory1 | — | — | 14.9 | — | 14.9 | |
Transfers | 40.8 | (31.2) | 26.1 | (35.7) | — | |
Change in estimate of environmental rehabilitation provision | 16.5 | — | — | — | 16.5 | |
Transfer to assets held for sale | (149.9) | — | (173.4) | — | (323.3) | |
Disposals2 | (0.3) | — | (37.9) | — | (38.2) | |
Balance as at 31 December 2020 | 1,212.6 | 821.4 | 1,315.0 | 30.7 | 3,379.7 | |
Acquired in business combinations | 5 | 2,087.1 | 224.6 | 462.1 | — | 2,773.8 |
Additions/expenditures | 232.0 | 79.1 | 140.4 | 99.1 | 550.6 | |
Transfers from inventory3 | — | — | 9.9 | — | 9.9 | |
Transfers | 57.9 | (40.5) | 45.1 | (62.5) | — | |
Change in estimate of environmental rehabilitation provision | 43.4 | — | — | — | 43.4 | |
Disposals2 | (0.9) | — | (53.4) | — | (54.3) | |
Balance as at 31 December 2021 | $ 3,632.1 | $ 1,084.6 | $ 1,919.1 | $ 67.3 | $ 6,703.1 | |
Accumulated Depreciation | ||||||
Balance as at 1 January 2020 | 294.2 | — | 413.7 | — | 707.9 | |
Depreciation/depletion | 151.8 | — | 144.7 | — | 296.5 | |
Impairment | 6 | 25.1 | 19.9 | 39.4 | — | 84.4 |
Transfer to assets held for sale | 5 | (114.6) | — | (144.6) | — | (259.2) |
Disposals | (0.1) | — | (27.6) | — | (27.7) | |
Balance as at 31 December 2020 | 356.4 | 19.9 | 425.6 | — | 801.9 | |
Depreciation/depletion | 445.4 | — | 271.2 | — | 716.6 | |
Impairment | 6 | 87.8 | 128.4 | 11.3 | — | 227.5 |
Disposals2 | — | — | (23.1) | — | (23.1) | |
Balance as at 31 December 2021 | $ 889.6 | $ 148.3 | $ 685.0 | $ — | $ 1,722.9 | |
Carrying amounts | ||||||
At 31 December 2020 | $ 856.2 | $ 801.5 | $ 889.4 | $ 30.7 | $ 2,577.8 | |
At 31 December 2021 | $ 2,742.5 | $ 936.3 | $ 1,234.1 | $ 67.3 | $ 4,980.2 |
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 | Property | Total | |
Balance as at 1 January 2020 | 6.4 | 1.6 | 8.0 |
Acquired in business combinations | 26.0 | 1.2 | 27.2 |
Additions | 11.5 | 0.7 | 12.2 |
Depreciation for the year | (10.2) | (1.6) | (11.8) |
Transferred to assets held for sale | (0.8) | — | (0.8) |
Disposals | (1.6) | — | (1.6) |
Balance as at 31 December 2020 | 31.3 | 1.9 | 33.2 |
Acquired in business combinations | 0.6 | 5.0 | 5.6 |
Additions | 18.2 | 9.7 | 27.9 |
Depreciation for the year | (12.1) | (1.0) | (13.1) |
Balance as at 31 December 2021 | $ 38.0 | $ 15.6 | $ 53.6 |
As stated in Note 5, the Group has recognised goodwill on the acquisition of SEMAFO and Teranga as a result of the recognition of the deferred tax liability for the difference between the assigned fair values and the tax bases of the assets acquired and the liabilities assumed. The Group has allocated goodwill for impairment testing purposes to three individual CGUs - Mana, Boungou and Sabodala-Massawa.
The carrying amount of goodwill has been allocated to CGUs as follows:
Note | Mana | Boungou | Sabodala-Massawa | Total | |
Cost | |||||
At 1 January 2020 | — | — | — | — | |
Recognised on acquisition of a subsidiary | 39.6 | 31.9 | — | 71.5 | |
At 31 December 2020 | $ 39.6 | $ 31.9 | $ — | $ 71.5 | |
Recognised on acquisition of subsidiary | — | — | 94.8 | 94.8 | |
At 31 December 2021 | $ 39.6 | $ 31.9 | $ 94.8 | $ 166.3 | |
Accumulated impairment losses | |||||
At 1 January 2020 | — | — | — | — | |
Impairment losses for the year | — | — | — | — | |
At 31 December 2020 | $ — | $ — | $ — | $ — | |
Impairment losses for the year | 6 | — | 31.9 | — | 31.9 |
At 31 December 2021 | $ — | $ 31.9 | $ — | $ 31.9 | |
Carrying amount | |||||
At 31 December 2020 | $ 39.6 | $ 31.9 | $ — | $ 71.5 | |
At 31 December 2021 | $ 39.6 | $ — | $ 94.8 | $ 134.4 |
Other financial assets are comprised of:
Note | 31 December 2021 |
31 December 2020 | |
Restricted cash | 18 | 31.6 | 24.4 |
Long-term receivable (a) | 5 | 5.9 | — |
Derivative financial assets (b) | 25.1 | — | |
Other financial assets (c) | 4 | 41.0 | 0.8 |
Total other financial assets | $ 103.6 | $ 25.2 | |
Less: Non-current other financial assets | (95.0) | (25.2) | |
Total current derivative financial assets | $ 8.6 | $ — |
The long-term receivable at 31 December 2021 is the fair value related to the NSR receivable from Allied for the sale of the Agbaou mine.
GOLD COLLAR
In the year ended 31 December 2021, the Group implemented a deferred premium collar strategy ("Collar") (Note 8b) 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 will be settled quarterly in 2022 with the remaining ounces to be settled on a quarterly basis in 2023. The programme represents an estimated 20% of Endeavour's total expected gold production for the period of the Collar. The Group paid a premium of $10.0 million upon entering into the Collar. As at 31 December 2021, $16.1 million is included in derivative financial assets related to the Collar of which $11.8 million has been classified as non-current. The Collar was not designated as a hedge by the Group and recorded at its fair value at the end of each reporting period with changes in fair value recorded in the consolidated statement of comprehensive earnings.
In the year ended 31 December 2019, the Group implemented a gold collar using written call options and bought put options for the 12-month period from July 2019 to June 2020. The program covered a total of 360,000 ounces, representing approximately 50% of Endeavour’s total expected gold production for the period, with an average floor price of $1,358 and a ceiling price of $1,500. The Collar was accounted for at FVTPL and the Group realised a loss of $35.9 million over the life of the Collar of which $21.2 million was recognised in the year ended 31 December 2020.
FORWARD CONTRACTS
During the year ended 31 December 2021, the Group has entered into various gold forward contracts to manage the risk of changes in the market price of gold within a period. In the fourth quarter, the Group bought 120,000 ounces at an average gold price of $1,860 per ounce which will be evenly settled on a quarterly basis in 2022 (Note 8b). At 31 December 2021, the contracts had a fair value of $4.3 million which has been recognised in the current portion of other financial assets. Also, during the year ended 31 December 2021, the Group has periodically entered into agreements to sell ounces of gold produced in a quarter at specified prices. Through these agreements, the Group has sold a total of 215,000 ounces in the year at an average price of $1,822 per ounce, and has realised gains of $7.8 million in the year upon settlement of these agreements for cash. During the year ended 31 December 2020, the Group entered into forward contracts and sold 73,919 ounces at an average gold price of $1,590 per ounce, and recognised a gain of $6.7 million upon settlement of the contracts.
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 (Note 9). A gain of $1.2 million was recognised in gains/losses on other financial instruments due to the revaluation of the embedded derivative to a fair value of $4.6 million at 31 December 2021 (inception - $3.4 million).
Other financial assets at 31 December 2021 include $40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine and is classified as a non-current financial asset.
Trade and other payables consist of the following:
31 December 2021 |
31 December 2020 | |
Trade accounts payable | 247.7 | 192.9 |
Royalties payable | 40.5 | 14.5 |
Payroll and social payables | 51.1 | 27.0 |
Other payables | 11.7 | 27.3 |
Total trade and other payables | $ 351.0 | $ 261.7 |
Leases relate principally to corporate offices, light vehicles and mining fleet at the various mine sites. Leases for corporate offices typically range from 3 to 10 years. The lease liabilities included in the consolidated statement of financial position are as follows:
31 December 2021 |
31 December 2020 | |
Lease liabilities | 51.2 | 37.2 |
Less: non-current lease liabilities | (36.8) | (23.5) |
Current lease liabilities | $ 14.4 | $ 13.7 |
Amounts recognised in the consolidated statement of comprehensive earnings are as follows:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Depreciation expense on right-of-use assets | 13.1 | 11.8 |
Interest expense on lease liabilities | 1.2 | 1.5 |
Operating expenses related to variable lease payments not included in the measurement of lease liabilities | 8.6 | 8.6 |
Recognised in net earnings | $ 22.9 | $ 21.9 |
In the consolidated statement of cash flows for the year ended 31 December 2021, the total amount of cash paid in respect of leases recognised on the consolidated balance sheet are split between repayments of principal of $19.4 million (FY-2020: $9.3 million) and repayments of interest of $3.3 million (FY-2020: $2.9 million), both presented within cash flows from financing activities (Note 20).
Note | 31 December 2021 |
31 December 2020 | |
Share warrant liabilities (a) | 23.6 | — | |
DSU liabilities | 7 | 3.7 | 2.9 |
PSU liabilities (b) | 7 | 17.9 | — |
Repurchased shares (b) | 13.2 | — | |
Call-Rights (c) | 19.2 | — | |
Contingent consideration (d) | 48.2 | — | |
Other long-term liabilities | 10.9 | — | |
Total | 136.7 | 2.9 | |
Non-current other financial liabilities | (104.3) | (2.9) | |
Current other financial liabilities | $ 32.4 | $ — |
Upon acquisition of Teranga, all outstanding Teranga share warrants were exchanged for replacement Endeavour warrants at a ratio of 0.47 Endeavour warrants for each Teranga warrant at an exercise price adjusted at a ratio of 0.47.
The following share warrants were outstanding as at 31 December 2021:
Grant date | Number | Expiry date | Exercise price (C$) |
16 April 2018 | 940,000 | 16 April 2022 | 11.11 |
26 February 2019 | 70,500 | 27 February 2023 | 10.81 |
30 May 2019 | 658,000 | 30 May 2023 | 8.15 |
30 September 2019 | 70,500 | 30 September 2023 | 13.81 |
The currency of the exercise price of the warrants is different from the Company's functional currency and as a result the share warrants have been classified as a derivative financial liability. Changes in fair value of share warrants are recognised in (losses)/gains on financial instruments at the end of each reporting period. Upon exercise, the associated share warrant liability will be reclassified to share capital. Should any of the share warrants expire un-exercised, the associated share warrant liability will be recorded as gains/(losses) on financial instruments in the consolidated statement of comprehensive earnings. There is no circumstance under which the Group would be required to pay any cash upon exercise or expiry of the warrants.
A reconciliation of the change in fair value of share warrant liabilities is presented below:
Number of warrants | Amount | |
Added upon acquisition of Teranga | 1,739,000 | 22.2 |
Change in fair value | — | 1.4 |
Balance as at 31 December 2021 | 1,739,000 | $ 23.6 |
Fair values of share warrants were calculated using the Black-Scholes option pricing model with the following assumptions:
As at 31 December 2021 | As at 10 February 2021 | |
Valuation date share price | C$ 27.73 | C$ 27.06 |
Weighted average fair value of share warrants | C$17.19 | C$16.24 |
Exercise price | C$8.15 - C$13.81 | C$8.15 - C$13.81 |
Risk-free interest rate | 0.95 % | 0.19% - 0.22% |
Expected share market volatility | 27% - 41% | 46% - 55% |
Expected life of share warrants (years) | 0.29 - 1.75 | 1.2 - 2.6 |
Dividend yield | 2.5 % | 2.5 % |
Number of share warrants exercisable | 1,739,000 | 1,739,000 |
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 December 2021.
In exchange for the shares, a subsidiary of the Company is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT. The amount of this liability is $13.2 million at 31 December 2021 and is included in current other financial liabilities as the amounts may be repaid at any time. Subsequent changes in the fair value of the underlying shares will be recognised in earnings/(loss) in the period.
In addition to the above, certain PSU's were reclassified to liabilities during the year ended 31 December 2021 as management determined that the PSU's will be settled in cash upon vesting. As a result, these PSU's are recognised at fair value at 31 December 2021, and $5.8 million is included in current other financial liabilities at 31 December 2021 as they are expected to be settled in the next twelve months. The remaining $12.1 million is classified as non-current other liabilities as the PSU's do not vest in the next twelve months.
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.
The call-rights are required to be settled in cash at the difference between Endeavour's 5-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 liability is as follows:
Number of call-rights | Amount | |
Added upon acquisition of Teranga | 1,880,000 | 19.3 |
Change in fair value | — | (0.1) |
Balance as at 31 December 2021 | 1,880,000 | $ 19.2 |
The fair value of the call-rights were calculated using the Black-Scholes option pricing model with the following assumptions:
As at 31 December 2021 | As at 10 February 2021 | |
Valuation date share price(i) | C$ 27.57 | C$ 27.93 |
Fair value per call-right | C$ 12.92 | C$ 13.05 |
Exercise price | C$ 14.89 | C$ 14.89 |
Risk-free interest rate | 0.96 % | 0.24 % |
Expected share market volatility | 46 % | 45 % |
Expected life of call-rights (years) | 2.18 | 3.06 |
Dividend yield | 2.5 % | 2.5 % |
Number of call-rights exercisable | 1,880,000 | 1,880,000 |
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 and is calculated as follows:
The Group has classified the contingent consideration payable to Barrick as a derivative financial liability as the amount due is dependent on future gold prices over periods of time in future. As at 31 December 2021, the Group estimated the fair value of the contingent consideration using a Monte Carlo simulation model based on the gold forward curve, expected volatility of 17.44% (10 February 2021 - 19.83%), Endeavour's credit spread of 2.19% (10 February 2021 - 2.78%) and risk-free rate of 0.94% (10 February 2021 - 0.20%).
On the date of acquisition of Teranga, the fair value of the contingent consideration was estimated to be $45.6 million. For the year ended 31 December 2021, the increase in the non-current liability to $48.2 million resulted in losses on financial instruments of $2.6 million.
Note | 31 December 2021 |
31 December 2020 |
|
Balance as at beginning of year | 78.0 | 38.5 | |
Assumed on acquisition of subsidiaries | 38.1 | 31.6 | |
Revisions in estimates and obligations incurred | 43.4 | 17.5 | |
Accretion | 3.4 | 1.8 | |
Total | 162.9 | 89.4 | |
Less: portion reclassified to liabilities held for sale | 5 | — | (11.4) |
Balance as at end of year | $ 162.9 | $ 78.0 |
The Group recognises environmental rehabilitation provisions for all its operating mines. Rehabilitation activities include backfilling, soil-shaping, re-vegetation, water treatment, plant and building decommissioning, administration, closure and monitoring activities. The majority of rehabilitation expenses are expected to occur between 2022 and 2033. The provisions of each mine are accreted to the undiscounted cash flows over the projected life of each mine.
The Group measures the provision at the expected value of future cash flows including inflation rates of approximately 2.72% (31 December 2020 - 2.28%), discounted to the present value using average discount rates of 2.25% (31 December 2020 - 2.02%). Future cash flows are estimated based on estimates of rehabilitation costs and current disturbance levels. The undiscounted cash flows related to the environmental rehabilitation obligation as of 31 December 2021 was $152.4 million (31 December 2020 - 76.4 million).
Regulatory authorities in certain countries require security to be provided to cover the estimated rehabilitation provisions. Total restricted cash held for this purpose as at 31 December 2021 was $31.6 million (31 December 2020 - $24.4 million).
The composition of the non-controlling interests (“NCI”) is as follows:
Ity Mine (15%) |
Karma Mine (10%) |
Houndé Mine (10%) |
Mana Mine (10%) |
Boungou Mine (10%) |
Sabodala-Massawa Mine (10%) |
Wahgnion Mine (10%) |
Other2 | Total (continuing operations) |
Agbaou Mine (15%) |
Total (all operations) |
|
At 31 December 2019 | 23.9 | 14.0 | 6.8 | — | — | — | — | 0.5 | 45.2 | 53.4 | 98.6 |
Acquisition of NCI | — | — | — | 38.3 | 63.8 | — | — | 6.4 | 108.5 | — | 108.5 |
Net earnings/(loss) | 16.0 | (4.2) | 17.4 | 6.5 | 2.6 | — | — | — | 38.3 | 1.0 | 39.3 |
Dividend distribution | (0.7) | — | (1.7) | — | — | — | — | — | (2.4) | (52.9) | (55.3) |
Change in NCI | — | — | — | — | — | — | — | (0.2) | (0.2) | — | (0.2) |
At 31 December 2020 | $ 39.2 | $ 9.8 | $ 22.5 | $ 44.8 | $ 66.4 | $ — | $ — | $ 6.7 | $ 189.4 | $ 1.5 | $ 190.9 |
Acquisition of NCI | — | — | — | — | — | 193.2 | 52.7 | — | 245.9 | — | 245.9 |
Net earnings | 21.6 | (0.8) | 18.3 | 7.1 | (13.7) | 21.2 | 4.7 | 0.4 | 58.8 | 1.5 | 60.3 |
Dividend distribution | (4.5) | — | (8.2) | (8.0) | (7.3) | (1.9) | — | — | (29.9) | — | (29.9) |
Disposal of the Agbaou mine1 | — | — | — | — | — | — | — | — | — | (3.0) | (3.0) |
At 31 December 2021 | $ 56.3 | $ 9.0 | $ 32.6 | $ 43.9 | $ 45.4 | $ 212.5 | $ 57.4 | $ 7.1 | $ 464.2 | $ — | $ 464.2 |
During the year ended 31 December 2021, the Boungou, Houndé, Ity, Mana and Sabodala-Massawa mines declared dividends to their shareholders. Dividends to minority shareholders to the value of $29.9 million were paid during the year and are included in cash flows from financing activities (year ended 31 December 2020 - minority dividends to the value of $2.4 million were declared by the Ity and Karma mines of which $1.7 million were paid and included in cash flows from financing activities. An additional amount of $6.8 million was included as dividends paid by Mana in cash flows from financing activities related to a dividend declared to minority shareholders before the acquisition of SEMAFO on 1 July 2020).
For summarised information related to these subsidiaries, refer to Note 23, Segmented Information.
Below is a reconciliation of non-cash items adjusted for in the operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2021:
YEAR ENDED | |||
Note | 31 December 2021 |
31 December 2020 |
|
Depreciation and depletion | 648.7 | 261.2 | |
Impairment | 6 | 259.4 | 64.5 |
Finance costs | 9 | 66.1 | 48.8 |
Share-based compensation | 7 | 32.5 | 18.8 |
(Gain)/loss on financial instruments | 8 | (22.9) | 78.7 |
Write down of inventory and other | 4.1 | 12.4 | |
Loss on disposal of assets | 2.4 | — | |
Total non-cash items | $ 990.3 | $ 484.4 |
Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the year ended 31 December 2021:
YEAR ENDED | ||
31 December 2021 |
31 December 2020 |
|
Trade and other receivables | (1.4) | 4.1 |
Inventories | 65.2 | 45.1 |
Prepaid expenses and other | 4.6 | (10.0) |
Trade and other payables | (60.2) | 42.7 |
Changes in working capital | $ 8.2 | $ 81.9 |
The table below details changes in the Group’s liabilities arising from financing activities. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
Long-term debt | Lease obligations | |||||||
RCF | Other loan facilities | Accrued interest1 | Gold offtake liability | Senior notes | Convertible senior notes | Financing arrangements | Lease liabilities | |
At 1 January 2021 | 301.7 | — | 0.9 | — | — | 386.5 | — | 37.2 |
Added upon acquisition of Teranga | — | 343.1 | — | 49.7 | — | — | 8.9 | 5.6 |
Changes from financing cash flows | ||||||||
Debt issued | 490.0 | — | — | — | 494.6 | — | — | — |
Repayments | (800.0) | (343.1) | — | (49.7) | — | — | (8.9) | (19.4) |
Interest paid | — | — | (13.7) | — | — | (9.9) | — | (3.3) |
Payment of deferred financing costs and other | (14.8) | — | (1.8) | — | (11.0) | — | — | — |
Other changes | ||||||||
Interest expense | — | — | 12.8 | — | 5.8 | 19.8 | — | 3.3 |
New leases | — | — | — | — | — | — | 27.9 | |
Amortisation of deferred financing costs and other fees | 15.9 | — | — | — | — | — | — | |
Change in fair value of conversion option | — | — | — | — | — | (40.0) | — | — |
Foreign exchange and other | — | — | 2.7 | — | 3.3 | — | — | (0.2) |
At 31 December 2021 | $ (7.2) | $ — | $ 0.9 | $ — | $ 492.7 | $ 356.4 | $ — | $ 51.1 |
Current portion | $ — | $ — | $ 0.9 | $ — | $ — | $ — | $ — | $ 14.4 |
Long-term portion | $ (7.2) | $ — | $ — | $ — | $ 492.7 | $ 356.4 | $ — | $ 36.7 |
|
Long-term debt | Lease obligations | |||||
RCF | Corporate loan facility | Accrued interest1 | Convertible senior notes | Financing arrangements | Lease liabilities | |
At 1 January 2020 | 304.9 | — | 2.7 | 334.0 | 78.1 | 8.8 |
Added upon acquisition of SEMAFO | — | 29.8 | — | — | — | 24.1 |
Changes from financing cash flows | ||||||
Debt issued | 120.0 | — | — | — | — | |
Repayments | (120.0) | (30.0) | — | — | (74.6) | (9.3) |
Interest paid | — | (16.1) | (9.9) | (4.6) | (2.9) | |
Payment of deferred financing costs and other | (6.0) | (0.9) | — | — | — | |
Other changes | ||||||
Interest expense | — | 14.3 | 19.2 | 5.3 | 8.5 | |
New leases | — | — | — | — | 12.2 | |
Amortisation of deferred financing costs and other fees | 2.8 | 0.2 | — | — | — | — |
Reclassification to liabilities held for sale | — | — | — | — | (0.7) | |
Change in fair value of conversion option | — | — | 43.2 | — | — | |
Foreign exchange and other | — | 0.9 | — | (4.2) | (3.5) | |
At 31 December 2020 | $ 301.7 | $ — | $ 0.9 | $ 386.5 | $ — | $ 37.2 |
Current portion | $ — | $ 0.9 | $ — | $ — | $ 13.7 | |
Long-term portion | $ 301.7 | $ — | $ 386.5 | $ — | $ 23.5 | |
|
Details of the income tax (expense)/recovery are as follows:
YEAR ENDED | ||
31 December 2021 | 31 December 2020 |
|
Current income and other tax expense | (196.4) | (122.6) |
Deferred income tax recovery | 51.8 | 37.4 |
Total income tax expense | $ (144.6) | $ (85.2) |
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, Canada, Côte d’Ivoire, Mali, Senegal, Monaco, France, Luxembourg 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 condensed interim consolidated financial statements in the period that such changes occur.
31 December 2021 | 31 December 2020 |
|
Earnings before taxes | 424.1 | 219.5 |
Weighted average domestic tax rate | 24 % | 23 % |
Income tax expense based on weighted average domestic tax rates | 101.8 | 50.5 |
Reconciling items: | ||
Rate differential | 2.7 | 33.3 |
Effect of foreign exchange rate changes on deferred taxes | 34.5 | (7.8) |
Permanent differences | 33.4 | 0.3 |
Mining convention benefits | (105.2) | (9.6) |
Effect of alternative minimum taxes and withholding taxes paid | 51.3 | 4.7 |
True up and tax amounts paid in respect of prior years | 16.3 | 1.8 |
Effect of changes in deferred tax assets not recognised | 19.3 | 0.4 |
Other | (9.5) | 11.6 |
Income tax expense | $ 144.6 | $ 85.2 |
The following is a summary of the tax rates in the various taxable jurisdictions:
31 December 2021 | 31 December 2020 |
|
Barbados | 2.5 % | 2.5 % |
Burkina Faso | 17.5%/27.5% | 17.5%/27.5% |
Canada | 27.0 % | 27.0 % |
Cayman Islands | 0.0 % | 0.0 % |
Senegal | 25.0 % | N/A |
Côte d’Ivoire | 25.0 % | 25.0 % |
Ghana | 25.0 % | 25.0 % |
Mali | 30.0 % | 30.0 % |
Monaco | 28.0 % | 28.0 % |
France | 31.0 % | 31.0 % |
Luxembourg | 17.0 % | 17.0 % |
United Kingdom | 19.0 % | 19.0 % |
YEAR ENDED | ||
31 December 2021 | 31 December 2020 |
|
Income taxes payable related to current year taxable profits | 122.9 | 103.9 |
Provision for income taxes | 46.4 | 30.3 |
Income taxes payable | $ 169.3 | $ 134.2 |
31 December 2021 | 31 December 2020 |
|
Deferred income tax assets | ||
Mining interests, and property, plant and equipment | 19.5 | 16.6 |
Inventory | 1.2 | 1.6 |
Trade receivables and other assets | — | 2.4 |
Trade payables | 5.8 | — |
$ 26.5 | $ 20.6 | |
Deferred income tax liabilities | ||
Inventory | (26.0) | (1.5) |
Current liabilities | (6.3) | (0.8) |
Withholding tax on dividends | (23.5) | — |
Mining interests and other | (633.0) | (303.6) |
Net deferred income tax liability | $ (662.3) | $ (285.3) |
31 December 2021 | 31 December 2020 |
|
Net deferred income tax liability at beginning of the year | (285.3) | (44.5) |
Deferred tax liability recognized as part of acquisitions | (429.0) | (271.6) |
Income tax expense charge to earnings during the year | 52.0 | 44.4 |
Deferred tax asset included in assets held for sale | — | (8.5) |
Changes to foreign currency translation and other movements | (5.1) | |
Net deferred income tax liability at end of the year | $ (662.3) | $ (285.3) |
31 December 2021 | 31 December 2020 |
|
Net deferred income tax asset | 10.0 | 19.8 |
Net deferred income tax liability | (672.3) | (305.1) |
Total | $ (662.3) | $ (285.3) |
At 31 December 2021, the Group had deductible temporary differences for which deferred tax assets have not been recognised because it is not probable that future profits will be available against which the Group can utilise the benefit. The major components of the deductible temporary differences were comprised as follows:
A related party is considered to include shareholders, affiliates, associates and entities under common control with the Group and members of key management personnel.
During the year ended 31 December 2021, an amount of $10.8 million was paid to senior and key management personnel as incentive awards for the completion of the Teranga acquisition and the successful listing on the LSE.
The remuneration of directors and other members of key management personnel, who are those members of management who are responsible for planning, directing and controlling the activities of the Group during the year, were as follows:
YEAR ENDED | ||
31 December 2021 | 31 December 2020 |
|
Short-term benefits | 23.4 | 9.1 |
Share-based payments | 10.5 | 11.8 |
Termination benefits | — | 3.2 |
Total | $ 33.9 | $ 24.1 |
During the year ended 31 December 2021, the Group entered into a transaction with La Mancha when La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour. La Mancha’s future anti-dilution rights have now been extinguished and La Mancha’s ownership interest in Endeavour was 19.4% at 31 December 2021 (31 December 2020 - 24.1%).
During the year ended 31 December 2021, and prior to the Company listing on the London Stock Exchange, the Group established an EBT in connection with the Group’s employee share incentive plans, which may hold repurchased shares on trust to settle future employee share incentive obligations. During the three months ended 30 June 2021, the EBT acquired 576,308 outstanding common shares from certain employees of the Group, which remain held in the EBT at 31 December 2021. In exchange for the shares, the Group is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT. The amount of this liability is $13.2 million at 31 December 2021 and is included in current financial liabilities.
Details of the Company’s subsidiaries at the end of the reporting periods are as follows:
Entity | Principal activity |
Place of incorporation and operation | Proportion of ownership interest and voting power held | Registered address | |
31 December 2021 | 31 December 2020 |
||||
Endeavour Mining Services LLP | Corporate | United Kingdom | 100 % | 100 % | 2nd Floor, 5 Young Street, London, UK W8 5EH |
Endeavour Mining Corporation | Corporate | Cayman | 100 % | — | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Endeavour Gold Corporation | Corporate | Cayman | 100 % | 100 % | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Teranga Gold Corporation | Corporate | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Arion Construction S.àr.l | Operations | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d’Ivoire. |
Endeavour Management Services Monaco S.A.M. | Corporate | Monaco | 100 % | 100 % | 7 Boulevard des Moulins, Bureau 76, Monaco 98000 |
Endeavour Management Services Abidjan S.àr.l | Corporate | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d’Ivoire. |
Endeavour Management Services France | Corporate | France | 100 % | 100 % | 19 boulevard Malesherbes 75008 Paris |
Endeavour Management Services London Limited. | Corporate | England | 100 % | 100 % | 2nd Floor, 5 Young Street, London, UK W8 5EH |
Hippocampus Mining Services S.àr.l | Operations | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 Abidjan, République de Côte d’Ivoire. |
Endeavour Management Services Halifax Ltd. | Corporate | Canada | 100 % | 100 % | Suite 301, 1595 Bedford Highway (Bedford House), Halifax, NS B4A 3Y4 |
SEMAFO Inc. | Corporate | Canada | 100 % | 100 % | 2500-1000 rue De La Gauchetière O Montréal (Québec) H3B0A2 Canada |
Avion Gold Corporation | Corporate | Canada | 100 % | 100 % | 199 Bay Street, 5300 Commerce Court West, Toronto, Ontario, Canada, M5L 1B9 |
Hounde Holdings Ltd (Formerly Avion Resources (Mali) Ltd.) | Holding | Barbados | 100 % | 100 % | Radley Court, Upper Collymore Rock, St. Michael, Barbados |
Avnel Gold Mining Limited | Holding | Guernsey | 100 % | 100 % | Les Echelons Court, Les Echelons, St. Peter Port, Guernsey GY1 1AR |
Burkina Faso Exploration Limited | Holding | Jersey | 100 % | 100 % | 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands |
Ity Holdings | Holding | Cayman | 100 % | 100 % | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Endeavour Exploration Ltd. | Holding | Cayman | 100 % | 100 % | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Endeavour Resources Inc. | Holding | Cayman | — | 100 % | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, GrandN/A |
Karma Mining Holdings Ltd. | Holding | Barbados | 100 % | 100 % | Radley Court, Upper Collymore Rock, St. Michael, Barbados |
True Gold Mining Inc. | Holding | Canada | 100 % | 100 % | Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
Semafo (Barbados) Limited | Holding | Barbados | 100 % | 100 % | J.W. Business Services Inc. The Gables, Haggatt Hall, St. Michael, Barbados |
African GeoMin Mining Development Corporation Ltd | Holding | Barbados | 100 % | 100 % | J.W. Business Services Inc. The Gables, Haggatt Hall, St. Michael, Barbados |
Savary A1 Inc | Holding | British Virgin Islands | 100 % | 100 % | PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands. |
Avion Gold (Burkina Faso) S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Bouéré-Dohoun Gold Operation SA | Operations | Burkina Faso | 90 % | 90 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 06 BP 9214 Ouagadougou 06, Burkina Faso |
Bissa HoldCo S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Burkina Faso Gold Exploration S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Burkina Faso Gold S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Golden Star Exploration – Burkina SA | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Houndé Gold Operation SA | Operations | Burkina Faso | 90 % | 90 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 06 BP 9214 Ouagadougou 06, Burkina Faso |
Karma Exploration S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Liguidi Holdco SARL | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Liguidi Malguem JV S.àr.l. | Exploration | Burkina Faso | 80 % | 80 % | VMAP, Petit Paris, 01 BP 1324 Ouagadougou 01, Burkina Faso |
Riverstone Karma SA | Operations | Burkina Faso | 90 % | 90 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Riverstone Resources Burkina S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Endeavour Exploration Burkina S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Yatenga Holdings Limited SA | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 15 Section B Lot 35 Parcelle 9, 01 BP 1324 Ouagadougou 06, Burkina Faso |
Semafo Boungou SA | Operations | Burkina Faso | 90 % | 90 % | Ouagadougou, Arrondissement 5, Secteur 22, Zone du Bois, Avenue Babanguida, Rue Benda, Porte 211, Section EP, Lot 10, Parcelle 12, 11 BP 1196, Ouagadougou 11, Burkina Faso |
Semafo Burkina Faso SA | Operations | Burkina Faso | 90 % | 90 % | Ouagadougou, Arrondissement 5, Secteur 22, Zone du Bois, Avenue Babanguida, Rue Benda, Porte 211, Section EP, Lot 10, Parcelle 12, 11 BP 1196, Ouagadougou 11, Burkina Faso |
Houndé Exploration BF S.àr.l. | Exploration | Burkina Faso | 79 % | 79 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 13 BP 60 Ouagadougou 13, Burkina Faso |
Sarama JV Mining S.àr.l. | Exploration | Burkina Faso | 79 % | 79 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 818 CMS Ouagadougou 11, Burkina Faso |
Semafo Minéral S.A | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 818 CMS Ouagadougou 11, Burkina Faso |
Burkina Geoservices S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 CMS Ouagadougou 11, Burkina Faso, |
Exploration Atacora S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 818 CMS Ouagadougou 11, Burkina Faso |
Resources Tangayen S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
Resources Burkinor S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
Resources Ouango S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
Resources Fitini S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 CMS Ouagadougou 11, Burkina Faso |
Resources Mouhoun S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
Ressources Ferke S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP 390 Ouagadougou 01, Burkina Faso |
Birimian Resources S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 CMS Ouagadougou 11, Burkina Faso |
Birimian Exploration S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 Ouagadougou 11, Burkina Faso |
Birimian Discovery S.àr.l. | Exploration | Burkina Faso | 100 % | 100 % | Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196 Ouagadougou 11, Burkina Faso |
Wahgnion Gold Operations SA | Operations | Burkina Faso | 90 % | — | Avenue Gérard Kango Ouédraogo, secteur 15, Ouaga 2000, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
Boss Minerals SARL | Exploration | Burkina Faso | 100 % | — | Avenue Gérard Kango Ouédraogo, secteur 15, Ouaga 2000, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
Boss Gold SARL | Exploration | Burkina Faso | 100 % | — | Avenue Gérard Kango Ouédraogo, secteur 15, Ouaga 2000, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
Gryphon Minerals Burkina Faso SARL | Exploration | Burkina Faso | 100 % | — | Avenue Gérard Kango Ouédraogo, secteur 15, Ouaga 2000, 01 BP 1334 Ouagadougou 01, BURKINA FASO |
MET CI S.àr.l. | Exploration | Côte d’Ivoire | 100 % | 100 % | Cocody, Croisement du Boulevard Latrille et rue du Lycée Technique, Hotel Palm Club, 2ème étage, 06 BP 1334 Abidjan 06, Cote d’Ivoire |
Agbaou Gold Operations SA | Operations | Côte d’Ivoire | — | 85 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 06 BP 518 Abidjan 06 Abidjan, République de Côte d’Ivoire |
Etruscan Resources Côte d’Ivoire S.à.r.l. | Exploration | Côte d’Ivoire | 100 | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 25 BP 603 Abidjan 25 |
Endeavour Aviation S.A.R.L | Corporate | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
Keyman Investment S.A. | Holding | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
La Mancha Côte d’Ivoire S.àr.l. | Exploration | Côte d’Ivoire | 100 % | 100 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 06 BP 2220 Abidjan 06 |
Société des Mines de Daapleu SA | Operations | Côte d’Ivoire | 85 % | 85 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08 |
Société des Mines d’Ity SA | Operations | Côte d’Ivoire | 85 % | 85 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08, République de Côte d’Ivoire |
Société des Mines de Floleu S.A | Operations | Côte d’Ivoire | 90 % | 90 % | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08, République de Côte d’Ivoire |
Société des Mines de Lafigué S.A | Operations | Côte d’Ivoire | 80 % | — | Immeuble Palm Club, angle de la rue du Lycée Technique et du Boulevard Latrille, 08 BP 872 Abidjan 08, République de Côte d’Ivoire |
Teranga Exploration (Ivory Coast) SARL | Exploration | Côte d’Ivoire | 100 % | — | Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28, COTE D’IVOIRE |
Afema Gold SA | Operations | Côte d’Ivoire | 46 % | — | Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28, COTE D’IVOIRE |
Taurus Gold CI SARL | Exploration | Côte d’Ivoire | 51 % | — | Abidjan Cocody, II Plateaux Vallons, Rue des Jardins, Immeuble NSIA Banque 3eme étage, 28 BP 1366, Abidjan 28, COTE D’IVOIRE |
Avion Mali Exploration S.A. | Exploration | Mali | 100 % | 100 % | Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 République du Mali |
Avion Mali West Exploration S.A. | Exploration | Mali | 100 % | 100 % | Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 République du Mali |
Avnel Mali S.àr.l. | Exploration | Mali | 100 % | 100 % | Bamako Torokorobougou 03 BP 68 Bamako 03 République du Mali |
Bluebird Mali S.àr.l. | Exploration | Mali | 100 % | 100 % | Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 République du Mali |
Nevsun Mali Exploration Ltd. SA | Exploration | Mali | 100 % | 100 % | Badalabougou-Est, Rue 12, Villa N°5, 03 BP 68 Bamako 03 République du Mali |
Société des Mines d’Or de Kalana SA | Operations | Mali | 80 % | 80 % | Badalabougou Est, rue 12, villa n°5, 03 BP 68 Bamako 03 République du Mali. |
Etruscan Resources Ghana Limited | Exploration | Ghana | 100 % | 100 % | Y/B 15 Augusto Neto Road, Airport Residential Area, Accra, Ghana |
Endeavour Niger SA | Exploration | Niger | 70 % | 70 % | 457 boulevard de l’indépendance, plateau, Niamey, Niger, BP 10.014 |
Endeavour Guinée S.àr.l. | Exploration | Guinée | 100 % | 100 % | 5ème étage n°502, Résidence Joulia, Conakry, Guinée |
Endeavour Siguiri. | Exploration | Guinée | 100 % | — | 5ème étage n°502, Résidence Joulia, Conakry, Guinée |
Blue Gold Mining Inc. | Holding | Canada | 100 % | 100 % | Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
Burkina Gold Corporation | Holding | Canada | 100 % | 100 % | Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5 |
Teranga Gold (Burkina Faso) Corporation | Holding | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Teranga Gold (Mohanta) Corporation | Holding | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Teranga Gold (Senegal) Corporation | Holding | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Teranga Gold (Ivory Coast) Corporation | Holding | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Oromin Explorations Ltd. | Holding | Canada | 100 % | — | 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto ON M5K 1E6, Canada |
Kalana Holdings | Holding | Cayman | 100 % | 100 % | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Lafigué Holdings | Holding | Cayman | 100 % | — | Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands |
Kalana Mines Services Limited | Corporate | United Kingdom | 100 % | 100 % | 2nd Floor, 5 Young Street, London, UK W8 5EH |
Joint Venture BF1 | Holding | British Virgin Islands | 79 % | 79 % | PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands. |
Hounde Exploration BF1 Inc | Holding | British Virgin Islands | 79 % | 79 % | PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands. |
Sarama JV Holdings Limited | Holding | British Virgin Islands | 79 % | 79 % | PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands. |
Teranga Gold Burkina Faso (B.V.I.) Corporation | Holding | British Virgin Islands | 100 % | — | c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands |
Teranga Gold (B.V.I) Corporation | Holding | British Virgin Islands | 100 % | — | c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola, VG1110, British Virgin Islands |
Oromin Joint Venture Group Ltd. | Holding | British Virgin Islands | 100 % | — | c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110, British Virgin Islands |
Sabodala Holdings Limited | Holding | British Virgin Islands | 100 % | — | c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110, British Virgin Islands |
Taurus Gold Afema Holdings Ltd. | Holding | British Virgin Islands | 51 % | — | C/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands |
Orbis Gold Pty Ltd | Holding | Australia | 100 % | 100 % | Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld, Australia 4000 |
MET BF Pty. Ltd | Holding | Australia | 100 % | 100 % | Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld, Australia 4000 |
Teranga Gold (Australia) Pty Ltd | Holding | Australia | 100 % | — | BLACKSTONE MINERALS LIMITED, LEVEL 3 , 24 OUTRAM STREET , WEST PERTH WA 6005 |
Gryphon Minerals Burkina Faso Pty Ltd | Holding | Australia | 100 % | — | BLACKSTONE MINERALS LIMITED, LEVEL 3 , 24 OUTRAM STREET , WEST PERTH WA 6005 |
Gryphon Minerals West Africa Pty Ltd | Holding | Australia | 100 % | — | BLACKSTONE MINERALS LIMITED, LEVEL 3 , 24 OUTRAM STREET , WEST PERTH WA 6005 |
Sabodala Gold Operations SA | Operations | Senegal | 90 % | — | 2 K Plaza, Route du Méridien Président, Dakar |
Sabodala Mining Company SARL | Exploration | Senegal | 100 % | — | 2 K Plaza, Route du Méridien Président, Dakar |
Massawa SA | Operations | Senegal | 90 % | — | 2 K Plaza, Route du Méridien Président, Dakar |
Sabodala Gold (Mauritius) Limited | Exploration | Mauritius | 100 % | — | C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 Republic of Mauritius |
SGML (Capital) Limited | Holding | Mauritius | 100 % | — | C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 Republic of Mauritius |
Loumana Holdings Ltd. | Holding | Mauritius | 100 % | — | C/O Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House, Hotel Avenue, 33 Cybercity, Ebene, 72201 Republic of Mauritius |
Massawa (Jersey) Limited | Holding | Jersey | 100 % | — | 2nd Floor Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB |
Exploration Atacora S.àr.l. | Exploration | Benin | 100 % | — | Ilot 6414 A M, Quartier Agori Aledjo, Abomey, Calavin, Cotonou, Bénin |
The Group operates in four principal countries, Burkina Faso (Karma, Houndé, Wahgnion, Mana and Boungou mines), Côte d’Ivoire (Ity mine), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group’s results by operating segment in the way information is provided to and used by the Company’s chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the segmented information below. Exploration and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics.
YEAR ENDED 31 DECEMBER 2021 | |||||||||
Ity Mine |
Karma Mine |
Houndé Mine |
Mana Mine |
Boungou Mine |
Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
Revenue | |||||||||
Gold revenue | 499.6 | 147.3 | 522.3 | 378.2 | 304.7 | 641.9 | 284.1 | — | 2,778.1 |
Cost of sales | |||||||||
Operating expenses | (181.8) | (91.5) | (161.9) | (179.5) | (104.7) | (209.2) | (134.3) | — | (1,062.9) |
Depreciation and depletion | (82.5) | (48.9) | (82.1) | (68.7) | (110.8) | (174.7) | (71.4) | (9.6) | (648.7) |
Royalties | (27.5) | (13.4) | (35.7) | (25.2) | (18.5) | (35.9) | (19.5) | — | (175.7) |
Earnings/(loss) from continuing mine operations | $ 207.8 | $ (6.5) | $ 242.6 | $ 104.8 | $ 70.7 | $ 222.1 | $ 58.9 | $ (9.6) | $ 890.8 |
Impairment of mining interests and goodwill | $ — | $ 11.7 | $ — | $ — | $ 246.3 | $ — | $ — | $ 1.4 | $ 259.4 |
YEAR ENDED 31 DECEMBER 2020 | |||||||
Ity Mine |
Karma Mine |
Houndé Mine |
Mana Mine | Boungou Mine | Other | Total | |
Revenue | |||||||
Gold revenue | 363.9 | 145.2 | 494.0 | 233.0 | 188.0 | — | 1,424.1 |
Cost of sales | |||||||
Operating expenses | (139.3) | (100.4) | (156.6) | (86.2) | (89.0) | (3.3) | (574.8) |
Depreciation and depletion | (36.2) | (58.7) | (62.6) | (59.6) | (36.6) | (7.5) | (261.2) |
Royalties | (19.8) | (13.4) | (38.8) | (15.2) | (11.5) | — | (98.7) |
Earnings/(Loss) from continuing mine operations | $ 168.6 | $ (27.3) | $ 236.0 | $ 72.0 | $ 50.9 | $ (10.8) | $ 489.4 |
Impairment of mining interests and goodwill | $ — | $ 44.6 | $ — | $ — | $ — | $ 19.9 | $ 64.5 |
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 31 December 2021 or 31 December 2020. The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold through numerous commodity market traders worldwide.
The Company’s assets and liabilities, including geographic location of those assets and liabilities, are detailed below:
Ity Mine Côte d’Ivoire |
Karma Mine Burkina Faso |
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 2021 | |||||||||
Current assets | 156.6 | 32.9 | 199.3 | 204.1 | 126.7 | 251.2 | 107.2 | 288.0 | 1,366.0 |
Mining interests | 429.1 | 25.0 | 463.4 | 419.9 | 434.5 | 2,048.2 | 524.9 | 635.2 | 4,980.2 |
Goodwill | — | — | — | 39.6 | — | 94.7 | — | 0.1 | 134.4 |
Other long-term assets | 61.0 | 13.7 | 28.7 | 9.4 | 6.7 | 112.3 | (3.8) | 62.3 | 290.3 |
Total assets | $ 646.7 | $ 71.6 | $ 691.4 | $ 673.0 | $ 567.9 | $ 2,506.4 | $ 628.3 | $ 985.6 | $ 6,770.9 |
Current liabilities | 99.1 | 24.4 | 76.1 | 63.7 | 46.1 | 113.6 | 49.5 | 94.6 | 567.1 |
Other long-term liabilities | 45.5 | 16.8 | 53.4 | 81.9 | 120.0 | 419.3 | 68.0 | 1,013.2 | 1,818.1 |
Total liabilities | $ 144.6 | $ 41.2 | $ 129.5 | $ 145.6 | $ 166.1 | $ 532.9 | $ 117.5 | $ 1,107.8 | $ 2,385.2 |
For the year ended 31 December 2021 | |||||||||
Capital expenditures | $ 83.0 | $ 4.9 | $ 78.2 | $ 85.0 | $ 46.5 | $ 126.7 | $ 47.7 | $ 78.6 | $ 550.6 |
Ity Mine Côte d’Ivoire |
Karma Mine Burkina Faso |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Boungou Mine Burkina Faso |
Other | Total1 | |
Balances as at 31 December 2020 | |||||||
Current assets | 87.6 | 50.6 | 152.8 | 195.3 | 121.4 | 309.4 | 917.1 |
Mining interests | 441.5 | 70.6 | 467.7 | 438.3 | 708.8 | 450.9 | 2,577.8 |
Goodwill | — | — | — | 10.5 | 13.1 | 47.9 | 71.5 |
Other long-term assets | 65.4 | 13.0 | 28.4 | 10.2 | 3.9 | 1.1 | 122.0 |
Total assets | $ 594.5 | $ 134.2 | $ 648.9 | $ 654.3 | $ 847.2 | $ 809.3 | $ 3,688.4 |
Current liabilities | 110.6 | 28.8 | 80.7 | 68.3 | 75.4 | 46.3 | 410.1 |
Other long-term liabilities | 17.4 | 13.9 | 49.4 | 64.9 | 192.8 | 759.6 | 1,098.0 |
Total liabilities | $ 128.0 | $ 42.7 | $ 130.1 | $ 133.2 | $ 268.2 | $ 805.9 | $ 1,508.1 |
For the year ended 31 December 2020 | |||||||
Capital expenditures | $ 65.4 | $ 17.4 | $ 59.2 | $ 45.9 | $ 9.2 | $ 48.3 | $ 245.4 |
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 December 2021 |
31 December 2020 | |
Equity | 4,385.7 | 2,248.9 |
Long-term debt | 841.9 | 688.3 |
Lease liabilities | 51.1 | 37.2 |
5,278.7 | 2,974.4 | |
Less: | ||
Cash and cash equivalents | (906.2) | (645.0) |
Restricted cash | (31.6) | (24.4) |
Total | $ 4,340.9 | $ 2,305.0 |
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. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Group is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Senior Notes. As at 31 December 2021 and 31 December 2020, the Group was in compliance with these covenants.
The Group has commitments in place at all seven of its mines and other key projects for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 31 December 2021, the Group has approximately $66.7 million in commitments relating to on-going capital projects at its various mines.
The Group is, from time to time, involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties. The Group cannot reasonably predict the likelihood or outcome of these actions. 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 has recognised tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Group operates, and from uncertain tax positions identified upon the acquisition of SEMAFO and Teranga as well as through review of the Group's historical tax positions. For those amounts recognised related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above. Management evaluates its uncertain tax positions regularly to update for changes to the tax legislation, the results of any tax audits undertaken, the correction of the uncertain tax position through subsequent tax filings, or the expiry of the period for which the position can be re-assessed. Management considers the material elements of any other claims to be without merit or foundation and will strongly defend its position in relation to these matters and following the appropriate process to support its position. Accordingly, no provision or further disclosure has been made as the likelihood of a material outflow of economic benefits in respect of such claims is considered remote. In forming this assessment, management has considered the professional advice received, the mining conventions and tax laws in place in the various jurisdictions, and the facts and circumstances of each individual claim.
The Group has received a notice of claim from a former service provider. The Group is taking legal advice on the merits of the claim and the probable outcome but intends to vigorously defend against the claims. The Group does not believe that the outcome of the claim will have a material impact to the Group’s financial position.
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 Karma Mine on 26 April 2016 ("Karma stream"), and when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream").
Share buyback programme
Subsequent to 31 December 2021 and up to 9 March 2022, the Group has repurchased a total of 1,049,100 shares at an average price of $23.31 for total cash outflows of $24.5 million.
Disposal of Karma mine
On 11 March 2022, management announced that it had completed the disposal of its 90% interest in the Karma mine to Néré Mining SA. The consideration upon sale of the Karma mine has an estimated fair value of $25.0 million (Note 6).
Dividend
On 24 January 2022, the Board of Directors of the Company declared a dividend of $0.28 per share totalling $70.0 million. The dividend was paid on 16 March 2022 to shareholders on record on the close of business on 11 February 2022.
Forward contracts
In January 2022, the Company entered into additional forward sales contract for approximately 400,000 ounces of production in 2022 and 120,000 ounces of production in 2023 at average gold prices of $1,822 per ounce and $1,828 per ounce, respectively. The 2022 additional forward sales are weighted towards the first quarter, with forward sales contracts for 200,000 ounces at an average price of $1,817 per ounce, and the remaining 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.
Warrants
Subsequent to 31 December 2021, all outstanding warrants were exercised for cash proceeds of $13.9 million.
Attachment