Full year results for year ended 31 December 2022

Chaarat Gold Holdings Ltd

15 June 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR

15 June 2023

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

ANNOUNCEMENT OF FULL YEAR RESULTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Chaarat (AIM:CGH), the AIM-quoted gold mining company with an operating mine in Armenia, and assets at various stages of development in the Kyrgyz Republic, is pleased to announce its audited full-year results for the 12 months ended 31 December 2022 (the "Period" or "FY2022").

Highlights

Group Financials

• Revenue during 2022 amounted to US$92.3 million (2021: US$92.4 million), comprising US$76.6 million of own-ore revenue and US$15.7 million third-party revenue (2021: US$72.8 million own ore and US$19.6 million third-party revenue).

• The Group EBITDA³ was US$6.5 million, 52% lower compared to last year (2021: US$13.5 million).

• The Group loss after tax was US$8.6 million, a decrease of $5.0 million compared to last year (2021: US$3.6 million).

• Cash and cash equivalents decreased from US$11.1 million in 2021 to US$0.6 million at the end of the Period.

• The Group's net debt⁴ increased from US$39.6 million to US$51.3 million due to the decrease of cash and cash equivalents during the year.

ESG

• Two fatal incidents occurred in 2022. The first incident involved a contract employee, the second involved a Kapan employee.

• Buttressing work continued on the north wall of the Tailings Storage Facility. This phase of the dam reinforcement should be complete within the next 1-2 years.

• Initial stage assessment of climate change preparedness and carbon reduction were conducted by KPMG and Wardell Armstrong respectively. These will help inform the company development of strategies and policy related to sustainability and climate change.

Kapan Operations

• Production of 62.8 thousand gold equivalent ounces ("AuEq koz") versus its 2022 production guidance of 56-62 koz.

• Concentrate produced contained 50.0 koz from own ore and 12.8 koz from third-party ore production versus 2022 guidance of 50-53 koz from own ore and 6-9 koz from third-party ore, respectively.

• Mined tonnes was 649,311t compared to 600,246t in 2021 (+8%). Mine head grades were lower at 3.1gpt AuEq compared to 3.3gpt in 2021 (-6%).

• Reserves increased by 25% as a result of the extensive drilling campaign carried out during H2 2021 to end of Q3 2022.

• All-in-sustaining cash cost for own ore production ("AISC"²) of USD 1,376/oz was higher than the USD 1,205/oz for 2021 (+14%). This increase is mainly due to the adverse impacts from the United States Dollar and Armenian Dram foreign exchange rate ("USD/AMD FX rate"). Cost reduction initiatives, implemented during 2022, decreased AISC in H2 2022 (USD 1,334/oz) compared to H1 2022 (USD 1,420/oz, -6%).

Tulkubash Construction Project

• Development of the Tulkubash project is pending project financing being finalised. Financing discussions continue with various financial and strategic parties.

Kyzyltash Development Project

• Test work by SGS Lakefield on Kyzyltash core drilled during 2021 was completed. The results showed strong recoveries for all three of the technologies tested. Pressure Oxidation ("POX") and Albion™ had comparable results, with bio-oxidation ("BIOX") returning the best overall recoveries. These test results will be used as part of an economic trade-off study to determine the preferred processing option. This study will include an assessment on flotation and full ore processing options before proceeding with other workstreams required towards a feasibility level study.

Corporate Activities

• During 2022 Chaarat focused on carefully managing its liquidity position and balance sheet. 

• Chaarat successfully extended the maturity of its US$ 19.7 million plus accrued interest of US$ 9.0 million secured convertible loan notes from 31 October 2022 to 31 July 2023 with strong noteholder support.

• In 2022, Chaarat reduced the principal outstanding for the Kapan acquisition loan by a further US$ 9.5 million to US$ 9.5 million principal outstanding. Chaarat also drew down US$ 6.0 million from a new working capital facility supplied by Ameriabank.

Post-year end

• Non-binding Letter of Intent and indicative term sheet signed on the 17 May 2023 with Xiwang International Company Limited for a potential equity investment of US$250 million. This was followed by a Preliminary Investment Agreement signed on 31 May 2023.

• During 2023, working capital facility arrangements were put in place with a short-term loan provider. As at 31 May 2023, US$2.0 million had been drawn down on the facility with a further US$2.0 million available to the Company from the working capital facility.

• Cash and cash equivalents as at 31 May 2023 of US$0.5 million.

Outlook 2023

• Kapan Production mine production guidance of 50-55³ koz of own-ore production and additional 5-10 koz of third-party ore production.

• Kapan East Flank resource definition drilling is continuing, and results will be published during 2023 with updates on the East Flank development.

• The Company is continuing to take steps to mitigate the adverse foreign exchange rate impact on Kapan operations and is expecting a stabilisation of costs in 2023.

• The convertible loan notes are due on 31 July 2023 and the Company is evaluating its options.

• With regards to the Tulkubash & Kyzyltash projects, the Company will continue to work on all financing options and will update the market as and when appropriate.

• Chaarat will continue to review its existing balance sheet structure with a view to further reducing its interest cost and improving the structure of the balance sheet.

Going concern

In order to achieve the planned future capital developments of assets, to sustain corporate activities and to repay the convertible loan notes due on 31 July 2023, management will need to raise future financing. There are currently no binding agreements in place in respect of any additional funding and there is no guarantee that any course of funding will proceed such that the ability to refinance the US$29.2 million (US$31.7 million at maturity) of convertible loan notes prior to 31 July 2023 represents a material uncertainty. However, management is committed to raising additional funds and has an established track record of successfully achieving this in the past. Accordingly, the Directors have adopted the going concern basis of accounting in preparing the consolidated financial statements. Further details of the Group's status as a going concern and expected future financing plans are set out in Note 2 to the financial statements.

^{1 Gold equivalent ounces for 2021 recalculated on 2022 budget prices with Au at USD1,775/oz and gold ratios of 75 for silver,6,9597 for copper and 20,381 for zinc. Includes third-party ore production.}

^{2 AISC on a gold oz produced basis exclude smelter TC/RC charges, others which add c. USD140/oz. Sustaining capex of c. USD6.5 million p.a. is included in the AISC.}

^{3 Gold equivalent ounces for 2023 guidance calculated on 2023 budget prices with Au at USD1,850/oz and gold ratios of 84 for silver, 6,998 for copper and 19,826 for zinc. Includes third-party ore production.}

⁴ ^{In reporting financial information, the Group presents EBITDA as an alternative performance measure, "APM", which is not defined or specified under the requirements of IFRS. The Group believes that this measure provides stakeholders with additional useful information on the performance of the business and, within that, Kapan. EBITDA is calculated by adjusting profit/(loss) for depreciation and amortisation, income tax charges and any finance related transactions. The amount reported is unaudited and preliminary in nature given it may be subject to adjustments in the audit process.}

⁵ ^{In reporting financial information, the Group presents Net debt as an alternative performance measure, "APM", which is not defined or specified under the requirements of IFRS. The Group Net debt comprises convertible loan notes, other loans, contract liabilities, lease liabilities and warrant financial liabilities, net of cash and cash equivalents}^.

Mike Fraser, Chief Executive Officer of Chaarat, commented:

"Our 2022 financial results reflect the challenging environment in Armenia, with the 23% appreciation of the Armenian Dram rate resulting in a decrease in Group EBITDA of 52% compared to 2021. This was on top of the higher energy costs and inflationary pressures seen due to the war in Ukraine. Nevertheless, Kapan exceeded our 2022 production guidance, and I would like to congratulate the team on keeping the mine profitable in a challenging environment. It was disappointing that we were not able to secure a funding solution for our Tulkubash development project during the year. However, we continue our efforts to do so and in particular looking towards alternative project finance options."

Forward-looking Statements

This announcement contains certain forward-looking statements that are subject to the usual risk factors and uncertainties associated with the Company's business. Whilst the Company believes the expectations reflected herein to be reasonable considering the information available to them at this time, the actual outcome may be materially different owing to factors beyond the Company's control or within the Company's control where, for example, the Company decides on a change of plan or strategy. Accordingly, no reliance may be placed on the figures contained in such forward-looking statements. The forward-looking statements contained in this document speak only as of the date of this announcement, and Chaarat does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Annual General Meeting

The Annual General Meeting ("AGM") will be held on Thursday, 27 July 2023 at 11am at the offices of Link Group, 6^th Floor, 65 Gresham Street, London EC2V 7NQ, United Kingdom.

Publication of Annual Report

The Company's 2022 Annual Report and Financial Statements and Notice of AGM will be published on the Company's website at www.chaarat.com/investors before 30 June 2023. Hard copies of the 2022 Annual Report and Financial Statements and Notice of AGM will be posted to those shareholders who have elected to receive hard copies by 4 July 2023.

Additional copies of the 2022 Annual Report and Financial Statements will be available for inspection at the registered office of the Company from the date of this notice until the conclusion of the AGM.

About Chaarat

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

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

Enquiries

Chaarat Gold Holdings Limited	+44 (0)20 7499 2612
Michael Fraser (CEO)	info@chaarat.com

Canaccord Genuity Limited (NOMAD and Joint Broker)	+44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
James Asensio

finnCap Limited (Joint Broker)	+44 (0)20 7220 0500
Christopher Raggett

Panmure Gordon (UK) Limited (Joint Broker)	+44 (0)20 7886 2500
John Prior Hugh Rich

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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Safety and Health

2022 was a very poor year for Chaarat with two fatalities occurring at our Kapan mine. The first incident occurred on 14 May 2022 when a contract employee was struck on the leg by loose material while removing a drill rig from a heading. The second fatal incident occurred on 3 September 2022, when a Chaarat driller got his clothing caught in the rotating drill holder while he was adding a drill rod. Both incidents highlighted failures to follow procedure as well as other management system failings and deficiencies. A further fatality to a contract driller in March 2023 has highlighted that the risk management processes at Kapan need a thorough review to resolve the systemic issues underlying these tragic events. External consultants will be retained in 2023 to help the company with this process.

There were no injuries in Kyrgyzstan during the 2022 exploration season or during the various activities at camp during the year.

Group wide hours for 2022 were approximately 2.45 million hours resulting in an overall lost time injury frequency rate ("LTIFR") of 0.82 per million hours. 2021 LTIFR was 0.61 due to a higher number of worked hours. LTIFR is based on two fatal incidents in 2022, compared to one fatal incident and one lost time incident in 2021.

Environment and Cultural Resource Protection

Work on the Tailings Storage Facility (TSF) buttressing continues. This work is related to improving the strength of the original upstream construction dam wall by applying additional reinforcement material in the same way as a downstream constructed dam. The north face is reaching the final stages of completion. Due to the construction of the dam, the road going across the old dam face needed to be relocated. Upgrades to this road had been identified as part of the Kapan social package in previous years but had been delayed due to the buttressing works. During the year, the community road was able to be constructed and commissioned. Once complete on the north buttress, work will move to the smaller upstream south facing side of the dam.

All waste rock from the mine has gone into the construction of the north buttress for the last four years, avoiding the need for new waste rock storage dumps in the area and resultant disturbances to both the land and community. This waste is clean of metallic sulphides (non-acid generating). It also provides ideal compaction strength for the buttress wall. No external materials have been needed for the buttress, significantly reducing the carbon footprint of the buttress construction in the process.

Chaarat undertook a detailed internal assessment of its TSF operation against the Global international Standard on Tailings Management ("GISTM") during 2022. The key areas for improvement in our efforts relate to third party independent engineering reviews, risk assessments based on these reviews, and third-party monitoring. Chaarat will continue to improve these areas over the next few years with the goal of continuous, annual improvement against the standard.

Chaarat has an extensive ground water monitoring programme with samples taken around the mine site and from the three rivers close to Kapan to determine the environmental impact of its operations. The three rivers are the Voghji, Norashenik and Geghanush. The Voghji flows from west to east and passes to the south of the site. The Norashenik flows north to south passing to the east of the mine site. It also passes to the west of the large Artsvanik tailings dam operated by Zangezur Copper (ZCMC). The Geghanusk river flows from south to north and passes via a concrete tunnel under the Kapan Geghanusk tailings facility.

The operation takes water from the Voghji river for two uses: drilling water in the mine and make up water for the mill. After use, mine water is discharged into a settling pond and then passes via passive contact water treatment to the Norashenik river. Potable water for the operation is supplied by the local municipality.

Water samples are collected from all three rivers both upstream and downstream of the areas of operational impact and assayed to determine the scope of impact on the receiving water bodies. Results show that impact is negligible with the water quality downstream of the operation being consistently and repeatably comparable to upstream results.

Water discharge from the water treatment plant is in compliance with the permit with the exception of a few elements. However, several of the exceedances are related to the incoming water quality. Armenian regulation is not based on net impact as is the case in many countries, but rather solely on the results of the final assay. Net impact is defined as an assessment based on subtracting the incoming water quality assay from the outgoing assay to only assess for operational impact. At Kapan, the incoming water quality is already above the permit limit for many elements and the outgoing water is at the same level. This means there is no net operational impact. Under the permit though, the discharge is still above the permit limit, resulting in an exceedance of the permit.

The upstream levels of water contaminants are due to the high levels of naturally occurring mineralisation in the region. The Sunyik region is naturally rich in mineralisation, with many mines having operated throughout history in the region. Natural leaching of these elements from exposed surface mineralisation results in higher levels of metals and other chemicals in surface waters throughout the region.

The Armenian government introduced fees in 2021 for the storage of solid waste. These fees cover the storage of tailings in the approved tailing storage facility ("TSF"). 2021 fees were $15,546 (at 480 Dram FX) and $15,620 in 2022 at the same FX. Previously tailings stored in a company facility did not incur a fee.

Climate Change

During 2022, Chaarat engaged with the European Bank for Regional Development (EBRD) on green energy initiatives with the support of the Green Climate Fund (GCF). KPMG was hired to conduct an audit of Chaarat's current status regarding climate change strategy, risk management, governance, internal and external reporting of key metrics, and public disclosure with a focus on Kapan. Wardell Armstrong was also retained to conduct a resource efficiency assessment of the Kapan mine. Wardell assessed the current level of emissions from Kapan, the actions the Company have taken to date, and future plans to reduce carbon equivalent emissions.

The work by KPMG confirmed the early-stage work undertaken by Chaarat to date. The report also helped highlight areas for improvement for the Company and helped define the initial stages of a climate change framework for Chaarat, aligned with the Task Force on Climate-Related Financial Disclosures ("TCFD"). This work will form the foundation for developing improved performance, reporting and disclosure as recommended by the TCFD.

The Wardell review highlighted the need for improved measurement systems to be installed at Kapan with regards to electrical consumption at an individual equipment level. Water is another area where changes are needed to improve both monitoring and measurement - and to help design and drive reductions.

Wardell conducted an assessment on electrification of the current mining fleet as part of their review. Moving to an electrified mining fleet would significantly reduce direct, Scope 1 carbon emissions and also provide a safer underground work environment with reduced risks from CO2 and particulates. Although significant advances have been made in the mining industry regarding electrification, it has tended to focus on larger vehicles to date. Electrification has now reached the upper end size of equipment used at Kapan, but not the smaller vehicles that Kapan requires (see operations section for more details). The company is in regular contact with equipment manufacturers globally regarding electrification of these smaller units and is looking forward to being able to trial suitable units in the near future.

Wardell also looked at the opportunities for installing solar generation capacity at the mine site. This included roof mounted units for water heating and small-scale generation, as well as the installation of larger fields of solar panels on suitable areas of the mine site. These projects will be further reviewed by the company to better understand costs and benefits, and then placed into the company's capital assessment pipeline for overall consideration, review and action.

Community and Government Relations

The Company continues to have strong relations with government and communities at both the regional and national levels. Chaarat's operation in Kapan is located on the edge of the town with the majority of the workforce coming from the local communities. Kapan is also one of the major employers in the area. This creates a strong social bond between the company, employees, and local communities which Chaarat takes very seriously.

Annually we engage with the regional governments as the elected representatives of the communities to develop a community assistance programme. This programme details both the projects to be worked on during the year and the amounts to be allocated to the social plan budget. Whilst set annually, these joint programmes allow for flexibility during the course of the year should a significant event require reallocation of funds. The plans are discussed publicly so that the affected communities know what projects were selected and how they are progressing throughout the year. Consultation sessions ensure alignment of the programmes with community priorities.

Due to the slowdown of activities in the Kyrgyz Republic, employment for the local communities was reduced in 2022 from previous years. Engagement sessions were held throughout the year to keep communities and the government informed of Chaarat's plans and ongoing commitment to the project.

Chaarat has been an active participant during 2022 providing input into various government committees and working groups related to mining and other commerce issues. Input has been provided into exploration licensing, mineral extraction laws and royalty frameworks in both countries.

OPERATIONS REVIEW

ARMENIA

KAPAN

Introduction

Kapan is an underground sulphide polymetallic mine. It consists of a series of narrow steeply dipping polymetallic veins containing gold, copper, zinc, and silver.

The Mill produces two flotation concentrates - one high in gold, copper, and silver, the second a zinc concentrate containing payable gold and silver credits.

The mine has a production capacity of approximately 600-700kt per annum ("pa"), depending on the mining method used. The milling and flotation circuits have a current capacity of approximately 800kt pa.

Kapan Operational Comments:

· In 2023, Kapan produced 62.8 thousand gold equivalent ounces versus its 2022 production guidance of 56-62 koz.

· Concentrate produced contained 50.0 koz from own ore and 12.8 koz from third-party ore production versus 2022 guidance of 50-53 koz from own ore and 6-9 koz from third-party ore, respectively.

· Tonnes mined in 2022 were 649,311t compared to 600,246t in 2021 (+8%). Mine head grades dropped to 3.1gpt AuEq from 3.3gpt in 2021 (-6%).

· The mine continues to develop improved mining methods to both reduce dilution and reduce costs via less haulage. In 2022, the size of vein drives was reduced (both height and width) and new blasting approaches were used based on the dip angle of the vein to reduce blast dilution. After a period of trialling, these changes have now become standard operating practice. The company is also reducing the proportion of mechanised drilling and returning to more manual drilling. This is a more appropriate method given the nature of the Kapan veins at depth and further from the centre of the ore body. Further improvements are possible, and future fleet replacement will focus on smaller vehicles to allow further reductions in vein drive size.

· Mill throughput was 764,995t compared to 729,473t in 2021 (5%). Own ore treated was 634,883t compared to 584,841t in 2021 (8.5%). Third-party ore treated dropped to 130,111t from 144,632t in 2021 (-10%). This change is related to timing of campaigns rather than any supply issues with third party materials. Mill grade for Own ore was in line with mined ore, and third-party grade was effectively unchanged from 2021.

· Recoveries from own ore remained constant at 79.1%.

· The most significant factor impacting Kapan in 2022 was the sudden appreciation of the Armenian dram against the US dollar. The dram was one of the best performing currencies in 2022 increasing 23% against the US dollar. This rapid appreciation resulted in a rapid and significant cost increase on a US dollar basis. The effect has reduced in some areas where imports are now flowing through the supply chain at the new dram to USD levels, but local supply remains approximately 20% above early 2022 levels. This has caused Chaarat to revise is procurement strategy significantly and source on a more global basis for the foreseeable future.

· The war in Ukraine is also continuing to impact Kapan. Many items - such as explosives and hydraulic oils - have seen large price increases.

· Hostilities with Azerbaijan continue to cause some limited impact on operations. These issues are mostly related to the loss of lower cost supply chains from Turkey which in general remain closed following the 2020 war with Azerbaijan.

· Another factor impacting costs has been various transport cost increases and new road taxes introduced in both Armenia and Georgia. All of Kapan's concentrates are shipped via road to the port of Poti in Georgia. Vessel availability in the Black Sea remains an issue, and costs have increased significantly. The result of these impacts is that sales costs have risen close to $100/t during the course of the year.

· Despite these adverse headwinds, Kapan has had positive successes in identifying new sources of supply and alternate supply chains. Costs on a dram and US dollar basis are continuing to decline from the levels seen in Q3 and Q4 2022, and more improvement is expected.

· Realised pricing was relatively unchanged during 2022, so it provided no relief from the inflationary pressures of the global economy and the dram appreciation.

2022 full-year production consisted of:

Kapan	2022	2021
Production (oz AuEq)	62,834	63,724
Own ore (oz AuEq)	50,023	49,224
Third-Party ore (oz AuEq)	12,811	14,500
All-in sustaining cost (USD/oz)	1,376	1,205
Sales (AuEq oz)	56,978	57,212
Gold production (oz)	35,999	35,405
Silver production (oz)	592,121	610,322
Copper production (t)	2,115	2,284
Zinc production (t)	5,454	5,836

Realised Prices
Gold (USD/oz)	1,794	1,784
Silver (USD/oz)	22	25
Copper (USD/t)	8,860	9,157
Zinc (USD/t)	3,169	3,001

Kapan - Exploration Potential

As well as the current Shahumyan deposit, there are several other mineralised areas close by that have been identified by Soviet-era drilling and also more recently confirmed by Dundee Precious Metals diamond drilling results from 2011. East Flank is one of these areas. It lies approximately 100 metres to the east of the current Shahumyan ore body and has an anticipated strike length of approximately 600 metres.

A review by Chaarat of the historical drilling results has outlined eight mineralised zones which are the target of the current exploration campaign. An initial four (4) drill chambers were completed in 2022 with additional drilling planned for 2023-2024. Additional drill chambers will be completed on an as needed basis. A total of 40 HQ (63.5mm diameter) drill holes, totalling approximately 13,370 metres of core-oriented diamond drilling on 100 by 100 metres spaced centres, is planned. This drilling is designed to provide an inferred level of certainty around this initial target area.

Work is also continuing to assess additional exploration and development opportunities in the region.

Ore Resources and Reserves

57,217 metres of resource drilling were carried out in 2022. Combined with 69,000 metres in 2021, this work has helped to provide a more detailed understanding of the mineralisation in close proximity to the current underground working areas at Kapan.

Given the nature of the ore bodies at Kapan, exploration has to be carried out from underground drill stations to provide JORC compliant levels of certainty. This method of drilling limits the extent of the ore body that can be mapped in advance of mining, effectively limiting the stated reserve, despite extensive mineralisation still being present in the ore body.

UNAUDITED UPDATED MINERAL RESOURCE ESTIMATE AND ORE RESERVES STATEMENT

The following table summarises the 2022 Kapan MRE (effective 1 September 2022):

Classification	Tonnes (Mt)	AuEq (g/t)	AuEq koz
Measured	0.3	12.1	132
Indicated	2.3	8.1	590
M&I	2.6	8.6	722
Inferred	1.9	6.5	389

Note 1:

· The effective date of the resource is 1st September 2022. The Mineral Resources that are not Mineral Reserve do not demonstrate economic viability. Numbers may not sum due to rounding.

· The gold equivalency (AuEq) formula is based on the following metal prices: Au 1750 USD/oz; Ag 21.8 USD/oz; Cu 8300 USD/t; Zn 2950 USD/t

· The AuEq formula used is as follows: AuEq= Au+Ag*21.8/1750+Cu*8300/1750*31.1035*100+Zn*2950/1750*31.1035*100

· Grade interpolation is done by Ordinary Kriging method.

· The applied MSO assumes a COG = 2.1g/t AuEq and minimum mining widths of: 2.2m for the veins dipping < 70°; 1.8m for veins dipping 70° - 80° and 1.2m for veins dipping 80°-90°

· Mineral Resources are with applied depletion and inclusive of Ore Reserves.

· The resource estimate and classification are according the JORC Code (2012) reporting code.

The following table summarises the recent Kapan ORE (effective 31 December 2022):

		Grade						Metal
Classification	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Zn (%)	AuEq (g/t)	Au (Koz)		Ag (Koz)	Cu (Kt)	Zn (Kt)	AuEq (Koz)
Proven	0.21	2.40	42.07	0.51	1.85	4.64	16.2		284.5	1.1	3.9	31.4
Probable	2.93	1.59	31.78	0.35	1.29	3.18	150.0		2,991.1	10.1	37.8	299.0
Total Proven and Probable	3.14	1.65	32.47	0.36	1.33	3.28	166.2		3,275.6	11.2	41.7	330.4

Notes:

· Ore Reserves are reported in accordance with the JORC Code (2012).

· Ore Reserves based on August 2022 consensus prices for LOM of USD1,750/oz Au, USD21.8/oz Ag, USD8,300/t Cu, and USD2,950 Zn.

· Ore Reserves are based on a gold equivalent cut-off of 2.3g/t Au.

· Mineral Resources which are not Ore Reserves do not have demonstrated economic viability.

· Table is subject to rounding errors.

· The average density of 2.64 t/m³ was used for unmodelled diluting waste material.

· Tonnes reported are in situ, dry tonnes.

AMC Consultants (UK) Limited ("AMC") were engaged by Chaarat Kapan CJSC ("Chaarat") to undertake a review of the Kapan Mine ("Kapan") Ore Reserves and to act as a competent person ("CP") as defined by the JORC (2012) reporting code.

Proven & Probable Ore Reserves totalled 3.14 Mt with 330.4kAuEq oz resulting in a 5-year mine life.

Reserves increased by 25% from the prior Ore Reserves Estimate ("ORE"), replacing depletion and increasing the life of mine plan by two (2) years.

Resource definition drilling is an ongoing activity at Kapan to continue the conversion of inferred and unclassified mineralisation to a JORC-compliant level for resource and reserve estimation, allowing for further mine life extension.

KYRGYZ REPUBLIC

TULKUBASH

Introduction

Tulkubash is the Company's oxide gold deposit in the Kygyz republic. The project has a fully detailed bankable feasibility study and early-stage development of the site is well advanced, including ore haul road, camp, and initial preparations on the heap leach area.

During 2022, the Company published a revised Mineral Resource estimate, and an updated Ore Reserves estimate that included the additional infill drilling on the Tulkubash ore body. Additional exploration was also carried out on the wider licence area as well as initial trenching and drilling on two (2) satellite oxides areas just to the northeast of the current Tulkubash reserve.

As announced on 24 May 2022, the results of the Tulkubash exploration programme resulted in contained gold ounces in the ore increasing by 13% to 647 thousand ounces compared to the 571 koz in the 2021 bankable feasibility study. Proven & Probable Reserves increased from 20.9Mt to 23.1Mt (+11%) with a slightly increased grade of 0.87 g/t compared to 0.85 g/t (+2%) in the BFS.

The Tulkubash project remains ready for execution pending project financing being finalised. Financing discussions continue with various financial and strategic parties.

Exploration

The wide area exploration potential work was completed during the 2022 season. The work consisted of aerial drone-based magnetic surveys of the entire exploration licence area along approximately 8km of strike, as well as potential porphyry/scarn systems further northeast. This work will help determine future exploration programmes as well as provide details regarding the exploration licence renewal during 2023.

A total of 7,419 linear metres of trenching was completed to test the areas to the south-east of Karator and Ishakuldy. They were sampled and logged lithologically and structurally. Additionally, more detailed structural logging was done at the Karator and Ishakuldy 2021 trenches, aiming to advance the 2021 exploration data in these areas and improve the Company's understanding of the outlined gold mineralization. A total of 3296 samples (including the QA/QC samples) were assayed.

The initial plan was for Unmanned Ariel Vehicle ("UAV") based magnetic and gamma spectrometry survey over the full exploration licence area. Difficulties with the terrain and high wind shear affected drone surveying work, and the difficult access to the north-eastern part of the licence area limited the scope of work slightly. Most of the prospective areas are covered by a combination of ground magnetic survey, and UAV, including 982 linear kilometres of UAV reconnaissance covering 44.4 sq.km of ground.

Resource and Reserve Update

Drilling during 2021 to upgrade Inferred and Unclassified Mineral Resources in the mid zone and east area resulted in a 13% increase in contained gold ounces in the Ore Reserves (647koz) compared to 571 koz in the 2021 bankable feasibility study ("BFS").

Tonnage increased to 23.1Mt from 20.9Mt (+11%) with a slightly increased grade of 0.87 g/t compared to 0.85 g/t (+2%) in the BFS.

The updated Tulkubash 2021 Year End Mineral Resource Estimate and 2022 updated Ore Reserve Estimate tables are shown below.

Table 1. 2021 Year End Mineral Resource Estimate ("EOY 2021")

Classification	Tonnes (Mt)	Au (g/t)	Au (koz)
Measured	-	-	-
Indicated	25.1	0.98	789
M&I	25.1	0.98	789
Inferred	11.2	0.62	222
TOTAL	36.3	0.87	1,011

Notes

· Figures are rounded in accordance with disclosure guidelines.

· The Mineral Resource was estimated using 5 m x 5 m x 5 m (x, y, z) blocks, with minimum sub-block dimensions of 1 m x 1 m x 1 m (x, y, z).

· The estimate was constrained to the mineralised zone using wireframe solid models.

· Grade estimates were based on 1.5 m composited assay data.

· The interpolation of the metal grades was undertaken using Ordinary Kriging.

· The Mineral Resource was bounded by a pit shell based on a gold price of $1,800/oz Au.

· A cut-off grade of 0.21 g/t Au was applied to report the Mineral Resources.

Table 2. 2022 Tulkubash Ore Reserve Estimate (May 18,2022)

Classification	Ore (Mt)	Au (g/t)	Au (koz)
Proven	--	--	--
Probable	23.1	0.87	647
Total	23.1	0.87	647

Notes:

· This statement of Ore Reserves has been prepared by Mr. Peter C. Carter, an independent consulting mining engineer, based on a review of work performed by Chaarat Gold and associated technical staff.

· Mr. Carter is a member of the Association of Professional Engineers and Geoscientists of British Columbia and is qualified as a Competent Person under the JORC Code, 2012.

· There are no Proven Reserves as drillhole density and historical data quality do not support Measured Resources.

· Tonnages are in metric tonnes.

· Figures have been rounded to three significant figures.

· Ore Reserves are reported inclusive of mining dilution (10%) and mining recovery (97.5%).

· A gold price of US$1,600/oz was used in the preparation of the estimate.

· Ore Reserves are based on a marginal cut-off grade of 0.22 g/t Au.

· Estimated metallurgical recovery for the Ore Reserve is 74.0% based on a geo-metallurgical model.

· Reserve is contained in a minable pit design generated from an optimised pit shell based on a gold price of $1,350/oz.

KYZYLTASH

The Kyzyltash deposit is a sulphide ore body that lies below and extends beyond the Oxide Tulkubash ore zones. It has an Unconstrained Measured and Indicated Resource of 4.6M ounces of gold.

During 2022, a detailed metallurgical review was carried out on representative core drilled during the 2021 exploration season. Over 3,500 metres of large diameter diamond drilling comprising 16 holes were sampled to make representative composites of the Kyzyltash ore body.

These samples were sent to SGS Lakefield in Canada for a full suite of metallurgical testing. SGS Lakefield is a highly respected international laboratory with expertise in metallurgical testing. They were able to undertake testing on pressure oxidation (POX), biological oxidation (BIOX) and Albion oxidation of refractory sulphide gold ores in the same facility. These three (3) technologies were selected to assess the most likely processing routes for Kyzyltash's refractory ore.

The programme included testing milling indices, flotation, oxidation, and leaching kinetics.

The results showed strong recoveries for all three of the technologies tested. POX and Albion™ had comparable results, with BIOX returning the best overall recoveries.

POX uses high-pressure and temperature conditions to oxidize refractory sulphides prior to gold extraction. The Albion™ process employs ultra-fine grinding followed by low pressure aeration with cyanide to extract gold. Bio-oxidation uses specific bacteria in the oxidation process.

Highlights of the Metallurgical Testing Programme results included:

· flotation recoveries of 87-90% for gold with a 23-24% mass pull;

· leach recovery for both Albion and POX averaged 80-90% with similar results between the two processes; and

· leach recovery for BIOX averaged 84-96% using flotation, BIOX and carbon in leaching ("CIL").

These test results will be used as part of an economic trade-off study to determine the preferred processing option. This study will include an assessment on flotation and full ore processing options before proceeding with other workstreams required towards a feasibility level study.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk	Existing mitigating actions
KGZ geohazards - Avalanches, rockfalls and mudslides could cause multiple fatalities or serious injuries. They could severely damage buildings, roads, plant, infrastructure and heap leach pad	Implementation of proper geohazard mitigation measures and maintenance of a proper hazard management programme, including engineering hazard mitigation measures.
Liquidity - The Group requires significant additional financing in the future to develop projects and to meet ongoing financial needs. The Group's US$29.2 million (US$31.7 million at maturity) convertible loan notes fall due on 31 July 2023. There can be no assurance that additional financing will be available, or if available, that it will be on acceptable or favourable terms. The failure to obtain additional financing as needed on reasonable terms, or at all, may require the Group to reduce the scope of its operations or anticipated expansion, dispose of or forfeit its interest in some or all of its properties and licences, incur financial penalties or reduce or terminate its operations. Further detail on this material uncertainty is set out in note 2.	Maintain discussions with existing lenders and potential finance providers. Address potential gating items to securing project finance. Looking for new funding options.
Country Risk - The laws and regulations related to mineral exploration, extraction and development are constantly being reviewed and adjusted by both the Armenian and Kyrgyz governments.	Processes in place to monitor prospective legislative changes, and to engage with government via industry bodies and directly to ensure that the industry and company perspectives on the requirements to develop a solid extractive industry are shared.
Commodity price volatility - Adverse movements in precious metals prices could materially impact the Group in various ways beyond a reduction in the financial results of operations. These include the feasibility of projects and the economics of mineral resources.	Hedging strategies are periodically considered. Conservative long-term prices are used to evaluate projects. AISC at Kapan remains below gold prices.
Health and Safety - Mining and minerals processing have inherent health and safety risks associated with them that need to be effectively managed to ensure the wellbeing of our employees and contractors. Failure to manage these risks can result in occupational illness, injuries, and loss of life.	Identification of hazards and associated risks. Development of appropriate risk mitigation measures including engineering controls, procedures and the use of protective equipment. Planned preventative maintenance programmes for equipment including timely replacement. Targeted recruitment of specialists in the field of HSE and regular training of employees and contractors. Continuous monitoring of high-risk workplace activities.
Climate change - climate related uncertainty is increasing as experienced by changing weather patterns, increased unpredictability and increased frequency of extreme weather events. The impact of greenhouse gases and human activity on the climate broadly accepted	Development of a Climate change policy. Data collection to determine highest areas of energy usage. Development of alternate practices and implementation of new technologies to reduce dependence on carbon fuels and water within our businesses.

FINANCIAL REVIEW

Basis of Preparation including Going concern

As set out in Notes 2 and 3 to the financial statements, the consolidated financial information has been prepared in accordance with United Kingdom adopted international accounting standards and International Financial Accounting Standards issued by the International accounting Standards Board and on a going concern basis.

Income statement

Revenue during 2022 amounted to US$92.3 million (2021: US$92.4 million), comprising US$76.6 million of own ore revenue and US$15.7 million third-party revenue (2021: US$72.8 million own ore and US$19.6 million third-party revenue). During the year, Kapan sold 56,978 ounces of AuEq (2021: 57,212 ounces), including third-party sales, with a realised gold price per ounce of US$1,794 (2021: US$1,784), a realised silver price per ounce of US$21.7 (2021: US$25.0), a realised copper price per tonne of US$8,860 (2021: US$9,157) and a realised zinc price per tonne of US$3,169 (2021: US$3,001).

The Group operating loss for the year was US$0.5 million (2021: US$7.8 million profit) and the Group EBITDA was US$6.5 million (2021: US$13.5 million). The decrease in EBITDA was mainly due to inflationary pressures and the strengthened AMD/USD FX rate effects on the cost base.

	2022 Armenia	2022 Kyrgyz Republic & Corporate	2022 Total	2021 Armenia	2021 Kyrgyz Republic & Corporate	2021 Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
EBITDA	12,634	(6,164)	6,470	22,653	(9,167)	13,486
Depreciation and amortisation	(11,161)	(505)	(11,666)	(6,621)	(494)	(7,115)
Net finance costs	(3,107)	(3,578)	(6,685)	(3,026)	(4,847)	(7,873)
Unrealised foreign exchange gain/(loss)	3,247	-	3,247	2,090	-	2,090
Fair value gain on warrant	-	367	367	-	434	434
Change in provisions	1,785	-	1,785	(673)	-	(673)
Share option expense	-	(373)	(373)	-	-	-
Profit/(loss) before tax	3,396	(10,252)	(6,856)	14,423	(14,074)	349
Income tax charge	(1,721)	-	(1,721)	(3,937)	-	(3,937)
Profit/(loss) after tax	1,675	(10,252)	(8,577)	10,486	(14,074)	(3,588)

Finance costs in 2022 were US$6.7 million (of which US$5.3 million was non-cash) compared to US$7.9 million in 2021 (of which US$5.6 million was non-cash).

Income taxes in 2022 were US$1.7 million compared to US$3.9 million in 2021. Consequently, the Group made a loss after tax of US$8.6 million compared to a loss after tax of US$3.6 million in the 2021 financial year.

Balance sheet

The borrowings at the balance sheet date comprised US$29.2 million of convertible loan notes due in July 2023 (2021: US$25.6 million), US$17.8 million of other loans (2021: US$21.3 million), US$3.7 million of contract liabilities (2021: US$2.4 million), US$1.2 million of lease liabilities (2021: US$1.0 million) and US$0.0 million of warrant financial liabilities (2021: US$0.4 million).

The Group's net debt increased from US$39.6 million at 31 December 2021 to US$51.3 million at 31 December 2022 (refer to Note 22 (a)).

Non-current assets increased from US$119.7 million at 31 December 2021 to US$130.7 million at 31 December 2022. The increase was mainly due to the purchase of property, plant, and equipment at Kapan. Additionally, exploration and evaluation costs of US$2.9 million were capitalised relating to the asset in the Kyrgyz Republic.

Current assets were US$27.5 million at 31 December 2022 compared to US$51.8 million at 31 December 2021. The decrease mainly related to trade receivables from Kapan's customers due to the timing of sales close to year-end and lower cash at year end. Current assets at 31 December 2022 included cash and cash equivalents of US$0.6 million (2021: US$11.1 million).

Total liabilities at 31 December 2022 were US$85.6 million compared to US$94.7 million at 31 December 2021. This was mainly due to a decrease in Kapan's trade payables.

Total equity was US$72.6 million at 31 December 2022 compared to US$76.9 million at 31 December 2021.

Cash flow

Cash and cash equivalents decreased from US$11.1 million at 1 January 2022 to US$0.6 million at 31 December 2022. The movement comprised of:

• net operating cash flows of US$7.1 million (2021: US$3.3 million), mainly due to positive EBITDA and working capital movements at Kapan;

• net cash used in investing activities of US$10.1 million (2021: US$15.5 million) relating to the purchase of property, plant, and equipment at Kapan and in the Kyrgyz Republic together with capitalised exploration and development spend in the Kyrgyz Republic; and

• cash outflows from financing activities of US$5.8 million (2021: cash used of US$16.7 million) mainly relating to external debt repayments, including interest, of US$11.1 million offset by additional funding obtained during the year.

Consolidated Income Statement

For the year ended 31 December 2022

		2022	2021
	Note	US$'000	US$'000

Revenue	4	92,346	92,434
Cost of sales	5	(82,236)	(69,258)
Gross profit		10,110	23,176
Selling expenses	7	(2,196)	(2,444)
Administrative expenses	8	(8,452)	(12,966)
Other income		-	22
Operating (loss)/profit	6	(538)	7,788
Finance income		29	23
Finance costs	12	(6,714)	(7,896)
Fair value gain on warrant	30	367	434
(Loss)/profit before tax for the year		(6,856)	349
Income tax charge	13	(1,721)	(3,937)
Loss for the year		(8,577)	(3,588)
Loss per share (basic and diluted) - US$ cents	14	(1.24)	(0.53)

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2022

	2022	2021
	US$'000	US$'000
Loss for the year	(8,577)	(3,588)



Items which may subsequently be reclassified to the income statement
Exchange differences on translating foreign operations and investments	3,873	849
Other comprehensive income for the year, net of tax	3,873	849
Total comprehensive loss for the year	(4,704)	(2,739)

The accompanying notes are an essential part of these financial statements.

Consolidated Balance Sheet
As at 31 December 2022		2022	2021
	Note	US$'000	US$'000
Assets
Non-current assets
Exploration and evaluation costs	15	69,182	66,305
Other intangible assets	16	1,260	1,213
Property, plant and equipment	17	55,401	47,306
Prepayments for non-current assets		373	530
Deferred tax assets	18	4,489	4,381
Total non - current assets		130,705	119,735
Current assets
Inventories	19	16,208	18,442
Trade and other receivables	20	10,666	22,247
Cash and cash equivalents	21	616	11,134
Total current assets		27,490	51,823

Total assets		158,195	171,558
Equity and liabilities
Equity attributable to shareholders
Share capital	22(b)	6,897	6,894
Share premium		242,757	242,695
Own shares reserve	22(e)	(104)	(132)
Convertible loan note reserve	22(d)	1,420	1,420
Merger reserve		10,885	10,885
Share option reserve	22(c)	9,259	11,383
Translation reserve		(10,560)	(14,433)
Accumulated losses		(187,944)	(181,836)
Total equity		72,608	76,876
Liabilities
Non-current liabilities
Provision for environmental obligations	23	11,707	10,521
Lease liabilities	28	885	732
Other loans	29	-	9,688
Total non-current liabilities		12,592	20,941
Current liabilities
Trade and other payables	27	19,714	30,717
Contract liabilities	26	3,720	2,379
Lease liabilities	28	300	246
Other loans	29	17,806	11,640
Warrant financial liability	30	13	380
Convertible loan notes	25	29,203	25,625
Other provisions for liabilities and charges	31	2,239	2,754
Total current liabilities		72,995	73,741
Total liabilities		85,587	94,682

Total liabilities and equity		158,195	171,558

The financial statements were approved and authorised for issue by the Board of Directors on 14 June 2023.

Mike Fraser Martin Andersson

Chief Executive Officer Executive Chair

The accompanying notes are an essential part of these financial statements

Consolidated Statement of Changes in Equity

For the Year Ended 31 December 2022
			Share Capital		Share Premium		Own Shares		Convertible Loan Note		Merger Reserve		Share Option		Translation Reserve	Accumulated Losses		Total
							Reserve		Reserve				Reserve
			US$'000		US$'000		US$'000		US$'000		US$'000		US$'000		US$'000	US$'000		US$'000
As at 1 January 2021		5,401		191,594		(216)		2,493		10,885		14,103		(15,282)			(184,527)	24,451
Loss for the year			-		-		-		-		-		-		-	(3,588)		(3,588)
Translation losses for the year			-		-		-		-		-		-		849	-		849
Total comprehensive loss for the year			-		-		-		-		-		-		849	(3,588)		(2,739)
Share options lapsed			-		-		-		-		-		(715)		-	715		-
Share-based payment charge			-		-		-		-		-		1,251		-	-		1,251
Issuance of shares for cash			841		28,711		-		-		-		-		-	-		29,552
Issuance of shares for settlement of liabilities			652		22,390		-		-		-		-		-	(101)		22,941
Transfer of treasury shares			-		-		84		-		-		(3,256)		-	3,172		-
Modification of convertible loan notes			-		-		-		(1,073)		-		-		-	2,493		1,420
As at 31 December 2021			6,894		242,695		(132)		1,420		10,885		11,383		(14,433)	(181,836)		76,876
Loss for the year			-		-		-		-		-		-		-	(8,577)		(8,577)
Translation gains for the year			-		-		-		-		-		-		3,873	-		3,873
Total comprehensive loss for the year			-		-		-		-		-		-		3,873	(8,577)		(4,704)
Share options lapsed	22 (c)		-		-		-		-		-		(2,126)		-	2,126		-
Share-based payment charge	6		-		-		-		-		-		373		-	-		373
Issuance of shares for cash	22 (b)		-		-		-		-		-		-		-	-		-
Issuance of shares for settlement of liabilities	22 (b)		3		62		-		-		-		-		-	-		65
Transfer of treasury shares	22 (e)		-		-		28		-		-		(371)		-	343		-
Modification of convertible loan notes	22 (d)		-		-		-		-		-		-		-	-		-
As at 31 December 2022			6,897		242,757		(104)		1,420		10,885		9,259		(10,560)	(187,944)		72,608

Consolidated Cash Flow Statement
For the Year Ended 31 December 2022		2022	2021
	Note	US$'000	US$'000
Cash flows from operating activities
Operating (loss)/profit		(538)	7,788

Depreciation and amortisation	6	11,474	7,115
(Profit)/loss on disposal of property, plant and equipment	6	(12)	4
Non-cash expenses	20	66	87
Change in provisions		(2,125)	75
Unrealised foreign exchange gains	6	(3,455)	(1,475)
Share-based payments	6	373	1,251
Decrease/(increase) in inventories		5,838	(6,507)
Decrease/(increase) in trade and other receivables		17,969	(15,915)
(Decrease)/increase in trade and other payables		(20,915)	15,920
Increase/(decrease) in contract liabilities	26	974	(3,250)
Cash generated in operations		9,649	5,093
Income taxes paid		(2,505)	(1,806)
Net cash generated in operations		7,144	3,287

Investing activities
Purchase of property, plant & equipment	17	(7,746)	(9,117)
Purchase of intangible assets	16	(11)	(152)
Exploration and evaluation costs	15	(2,385)	(6,212)
Proceeds from sale of property, plant & equipment		19	1
Interest received		28	17
Net cash used in investing activities		(10,095)	(15,463)

Financing activities
Proceeds from issue of share capital	22	-	29,983
Share issue costs paid		-	(431)
Repayments of principal portion of lease liabilities	28	(709)	(674)
Finance costs paid for modifications of other loans	24	-	(104)
Repayments of principal amount of loan	29	(9,500)	(9,800)
Payments of interest	29	(1,633)	(2,295)
Proceeds from loans	29	6,000	-
Net cash (used in)/from financing activities		(5,842)	16,679

Net change in cash and cash equivalents		(8,793)	4,503
Cash and cash equivalents at beginning of the year		11,134	6,928
Effect of changes in foreign exchange rates		(1,725)	(297)
Cash and cash equivalents at end of the year	21	616	11,134

Notes to the Consolidated Financial Statements

1. General information and group structure

Chaarat Gold Holdings Limited (the "Company") (registration number 1420336) was incorporated in the British Virgin Islands (BVI) and is the ultimate holding company for the companies set out below (the "Group"). The Company's shares are admitted to trading on the Alternative Investment Market of the London Stock Exchange (AIM:CGH).

The registered address of the Company is: Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands, VG1110.

As at 31 December 2022 the Group consisted of the following companies all of which are wholly owned:

Group company	Country of incorporation	Principal activity
Chaarat Gold Holdings Limited	BVI	Ultimate holding company
Zaav Holdings Limited	BVI	Holding company
Chon-tash Holdings Limited	BVI	Holding company
At-Bashi Holdings Limited	BVI	Holding company
Akshirak Holdings Limited	BVI	Holding company
Goldex Asia Holdings Limited	BVI	Holding company
Chon-tash Mining LLC*	Kyrgyz Republic	Exploration
At-Bashi Mining LLC*	Kyrgyz Republic	Exploration
Akshirak Mining LLC*	Kyrgyz Republic	Exploration
Goldex Asia LLC*	Kyrgyz Republic	Exploration
Chaarat Zaav CJSC*	Kyrgyz Republic	Exploration
Chaarat Gold International Limited	Cyprus	Holding company
Chaarat Gold Services Limited Chaarat Kapan CJSC*	England and Wales Armenia	Services company Production company

*Companies owned indirectly by the Company.

2. Going concern

As at 31 May 2023 the Group had approximately US$0.5 million of cash and cash equivalents and US$47.5 million of debt (excluding lease liabilities, contract liabilities and warrants) comprising the following:

· US$31.1 million (USD$31.7 million at maturity) convertible loan notes including accrued interest to 31 May 2023 (Note 25)

· US$16.4 million other loans outstanding (Ameriabank US$13.2, other borrowings US$1.2 million and corporate Working Capital Facility US$2.0 million), including accrued interest to 31 May 2023 (Note 29)

Kyrgyz Republic and corporate activities

In order to achieve the planned (though as yet uncommitted) capital developments of assets in the Kyrgyz Republic and to sustain future corporate activities, future financing will need to be raised.

Kapan

The Board has based the cash flow forecasts for Kapan on the most recent forecasts which show that Kapan is expected to generate sufficient revenue to cover its operating costs and principal and interest payments.

Convertible Loan Notes

By 31 July 2023, the convertible loan notes are due to be redeemed by conversion into equity at approximately £0.30 per ordinary share, at the holder's option, or will be repaid in cash for a total of US$31.7 million (which includes accrued interest).

Conclusion (including material uncertainty)

The convertible loan notes will need to be refinanced with cash or alternative funding, to the extent that loan note holders do not choose to convert to equity, prior to 31 July 2023. To proceed with the development in Kyrgyz Republic and to sustain corporate activities, further financing will also be required. A number of workstreams including but not limited to the non-binding letter of intent referred to in note 35 for the potential equity investment of US$250 million are underway to secure financing for the Company for these purposes. The directors consider there is a reasonable expectation that sufficient funding will be raised and therefore have continued to adopt the going concern basis.

However, there are currently no binding agreements in place in respect of any additional funding and there is no guarantee that any course of funding will proceed. Therefore, this indicates the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Should the project funding not be available for the Kyrgyz Republic development projects or should other strategic options including potential monetisation of the assets not prove to be viable, there may be a material impairment of the US$82 million carrying value of the related assets. The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

3. Accounting policies

The significant accounting policies which have been consistently applied in the preparation of these consolidated financial statements are summarised below:

Basis of preparation

The consolidated financial information has been prepared in accordance with United Kingdom adopted International Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and on a historical cost basis with exception to fair value gain on warrants that are carried at FVTPL.

New standards, interpretations and amendments adopted by the Group

Adoption of new and revised Standards

In the current year, the Company has adopted all new and revised IFRS standards that became effective as of 1 January 2022, the changes being:

i. Amendments to IFRS 9 Financial Instruments, IFRS 1 First-time Adoption of International Financial Reporting Standards and IFRS 16 Leases, resulting from Annual Improvements to IFRS Standards 2018-2020, effective for annual periods beginning on or after 1 January 2022.

ii. Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets resulting the costs to include when assessing whether a contract is onerous, effective for annual periods beginning on or after 1 January 2022.

iii. Reference to the Conceptual Framework (Amendments to IFRS 3 Business Combinations), effective for annual periods beginning on or after 1 January 2022. The amendments update an outdated reference to the Conceptual Framework in IFRS 3 without significantly changing the requirements in the standard.

These amendments did not have a material impact on the Company. It is expected that where applicable, these standards and amendments will be adopted on each respective effective date.

Revised standards not yet effective

At the date of the authorisation of these consolidated financial statements, the following revised IFRS standards, which are applicable to the Company, were issued but not yet effective:

i. Amendments to IAS 1 Presentation of Financial Statements regarding the classification of liabilities as current and non-current, effective for annual periods beginning on or after 1 January 2023;

ii. IFRS 17 Insurance Contracts, effective for annual period beginning on or after 1 January 2023 with earlier application permitted;

iii. Amendments to IAS 1 and IFRS Practice Statement 2 requiring that an entity discloses its material accounting policies, instead of its significant accounting policies, effective for annual period beginning on or after 1 January 2023 with earlier application permitted;

iv. Amendments to IAS 8 replacing the definition of a change in accounting estimates with a definition of accounting estimates, effective for annual period beginning on or after 1 January 2023 with earlier application permitted;

v. Amendments to IAS 12 clarifying that the initial recognition exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition, effective for annual period beginning on or after 1 January 2023 with earlier application permitted; and

vi. Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures regarding the sale or contribution of assets between an investor and its associate or joint venture, the effective date of the amendments has yet to be set. However, earlier application of the amendments is permitted.

No significant changes to presentation or disclosures within these financial statements are expected following the adoption of these amendments.

Basis of consolidation

The consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries, from the date that control effectively commenced until the date that control effectively ceased. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition and up to the effective date of disposal, as appropriate.

When the Group loses control of a subsidiary, the gain or loss on disposal recognised in the income statement is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

All intra-group balances, transactions and any unrealised profits or losses arising from intra-group transactions are eliminated on consolidation.

Business Combinations

IFRS 3 Business Combinations applies to a transaction or other event that meets the definition of a business combination. When acquiring new entities or assets, the Group applies judgement to assess whether the assets acquired and liabilities assumed constitute an integrated set of activities, whether the integrated set is capable of being conducted and managed as a business by a market participant, and thus whether the transaction constitutes a business combination, using the guidance provided in the standard. Acquisitions of businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the consolidated income statement as incurred. Transaction costs incurred in connection with the business combination are expensed. Provisional fair values are finalised within 12 months of the acquisition date.

Where applicable, the consideration for the acquisition may include an asset or liability resulting from a contingent consideration arrangement. Contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Subsequent changes in such fair values are adjusted against the cost of acquisition retrospectively with the corresponding adjustment against the fair value of the assets and liabilities acquired. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed at the acquisition date. The measurement period may not exceed one year from the effective date of the acquisition. The subsequent accounting for contingent consideration that does not qualify for as a measurement period adjustment is based on how the contingent consideration is classified. Contingent consideration that is classified as equity is not subsequently remeasured. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRS 9 Financial Instruments with the corresponding amount being recognised in profit or loss.

The identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

• Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits, respectively;
• Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and
• Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Revenue recognition

Revenue is recognised in a manner that depicts the pattern of the transfer of goods and services to customers. The amount recognised reflects the amount to which the Group expects to be entitled in exchange for those goods and services. Sales contracts are evaluated to determine the performance obligations, the transaction price and the point at which there is transfer of control. The transactional price is the amount of consideration due in exchange for transferring the promised goods or services to the customer and is allocated against the performance obligations and recognised in accordance with whether control is recognised over a defined period or a specific point in time.

Performance obligation and timing of revenue recognition

The revenue arises from extraction of complex ore as well as ore purchased from third parties and production of copper and zinc concentrates to wholesale customers. Though in all contracts the total transaction value mainly depends on the market prices of the metals based on the preliminarily estimated contents in the concentrates, those separate materials are not distinct but represent a bundle of materials. As there are no other significant promises, each contract contains one performance obligation to which the total transaction value is allocated.

The control passes to the customers and the revenue is recognized either on a Cost, Insurance and Freight "CIF" basis meaning that control passes to the buyer when the concentrate is loaded on the vessel in the port of shipment (e.g., port of Poti, Georgia) or on the Ex Works basis meaning that control passes to the buyer at the point the concentrate is loaded on the truck at the Kapan mine. In respect of freight revenues, these are recognised over time.

Determining the transaction price

Consideration is variable and depends on the fluctuations of metal prices for the quotation period (usually one or three months) and the changes in estimated metal contents and price deductions.

At the date the concentrate is loaded on the truck at the Kapan mine or the vessels at the specified port the provisional invoice is issued based on the estimates of the amount of consideration.

Sales are based on provisional 1-3 1-3-month commodity forward prices on the London Metal Exchange (LME) and as such, contain an embedded derivative which is marked-to-market at each month end using the forward price for the month of price finalisation. The estimated transaction price is updated for the quotational period (usually one or three months) and any changes in the estimates of the metal content. The change is recognised as an increase in revenue, or as a reduction of revenue, in the period in which the estimated transaction price is finalised.

Final prices of copper and zinc concentrates are determined at the contract settlement date based on the LME commodity market prices at that date and final adjustments for weighting, sampling, or moisture determination changes.

Third-party revenue

In addition to own concentrates, the Group also processes third party ore into concentrate and sells it to customers. The revenue from these sales is recognised in accordance with the revenue recognition principles above.

Where the group does not purchase the third party ore for sale but provides a processing service the processing fee is recognised as revenue over the processing period.

Advance payments from customers

The Group receives advance payments from its customers which represent prepayments for the future transfer of concentrate. These are either classified as contract liabilities or financial liabilities under IFRS 15 or IFRS 9, respectively, depending on the terms of the customer agreements and how the prepayments are settled. If settled in cash, they are classified as financial liabilities and if offset against final invoices, they are classified as contract liabilities. The contract liabilities are unwound, and revenue is recognised when shipments take place and control passes to the customers. The advance payments accrue interest which is separately recognised from revenue in the Consolidated Income Statement.

Royalties

Under Armenian law a royalty is payable to the state, the base of which is driven by the revenue earned from the supply of concentrates. Royalty expense is calculated on an accruals basis at rates set by the government and included in cost of sales.

Interest

Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset or liability and allocates the interest income or payments over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the gross carrying amount of the financial asset or liability.

Taxation

The income tax expense includes the current tax and deferred tax charge recognised in the income statement.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate. The Group is not subject to corporate tax in the British Virgin Islands, therefore as at 31 December 2022 the Group's operations in this region have an effective tax rate of 0%. Companies engaged in the production and sale of gold in the Kyrgyz Republic pay a revenue-based tax on the sales of gold rather than tax on profit. The remaining Group's operations are subject to income tax at a rate of 18% in Armenia, 19% in the United Kingdom and 12.5% in Cyprus (Note 13). Non-profit based taxes are included within administrative expenses and Kapan's royalty taxes are included within cost of sales.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Probable taxable profits are based on evidence of historical profitability and taxable profit forecasts limited by reference to the criteria set out in IAS 12 Income Taxes. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction (other than a business combination) that affects neither taxable profit nor accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited to other comprehensive income or equity in which case the related deferred tax is also recognised directly in other comprehensive income or equity.

Deferred tax assets and liabilities are offset 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 with that taxation authority.

Non-current Assets

Intangible Assets

Exploration and evaluation costs

During the initial stage of a project, exploration costs are expensed in the income statement as incurred.

Exploration expenditure incurred in relation to those projects where such expenditure is considered likely to be recoverable through future extraction activity or sale or where the exploration activities have not reached a stage that permits a reasonable assessment of the existence of reserves, are capitalised and recorded on the balance sheet within exploration and evaluation assets for mining projects at the exploration stage. Capitalised evaluation and exploration costs are classified as intangible assets.

Exploration and evaluation expenditure comprise costs directly attributable to:

· Researching and analysing existing exploration data;

· Conducting geological studies, exploratory drilling, and sampling;

· Examining and testing extraction and treatment methods;

· Compiling pre-feasibility and feasibility studies; and

· Costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects.

Exploration and evaluation assets are subsequently valued at cost less impairment. In circumstances where a project is abandoned, the cumulative capitalised costs related to the project are written off in the period when such decision is made.

Exploration and evaluation assets are not depreciated. These assets are transferred to mine development costs within property, plant and equipment when a decision is taken to proceed with the development of the project which is when a bankable feasibility study is obtained, and project finance is in place.

Other intangible assets (excluding goodwill)

Intangible assets acquired by the Group are measured on initial recognition at cost or at fair value when acquired as part of a business combination. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets are amortised over the estimated useful lives using the straight-line-basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Other intangible assets comprise computer software and other intangible assets, which are initially capitalised at cost. Amortisation is provided on a straight-line basis over a period of 1 to 10 years.

Property, plant and equipment

Property, plant and equipment is stated at cost, excluding the costs of day-to-day servicing, less any subsequent accumulated depreciation and impairment losses. The historical cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the assets to their working condition and location for their intended use. Depreciation of these assets commences when the assets are ready for their intended use.

Depreciation is charged on each part of an item of property, plant and equipment so as to write off the cost or valuation of assets over their estimated useful lives, using the straight-line method. Depreciation is charged to the income statement, unless it is considered to relate to the construction of another asset, in which case it is capitalised as part of the cost of that asset. Land and assets in the course of construction are not depreciated. The estimated useful lives are as follows:

· Land and buildings 5 to 20 years

· Mining Properties Mining properties that are used in production are

                                                                                                           depreciated under the unit of production basis, and
                                                                                                           other physical assets depreciated over their useful
                                                                                                           lives which are 5 to 20 years

· Fixtures and fittings 2 to 20 years

· Motor vehicles 2 to 7 years

· Right-of-use assets 5 to 20 years

Residual values, remaining useful lives and depreciation methods are reviewed annually and adjusted if appropriate.

Expenses incurred in respect of the maintenance and repair of property, plant and equipment are charged against income when incurred. Refurbishments and improvements expenditure, where the benefit enhances the capabilities or extends the useful life of an asset, is capitalised as part of the appropriate asset.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised.

Mining properties

Mining properties include the cost of acquiring and developing mining assets and mineral rights. Mining properties, which include development structures, are depreciated to their residual values using the unit-of-production method based on proven and probable ore reserves according to the JORC Code, which is the basis on which the Group's mine plans are prepared. Changes in proven and probable reserves are dealt with prospectively. Depreciation is charged on new mining ventures from the date that the mining asset is capable of commercial production.

Mineral rights for the assets not ready for production are included within Exploration and evaluation costs. When a production phase is started, mineral rights are transferred into Mining assets and are depreciated as described above.

Assets under construction

Assets under construction are measured at cost less any recognised impairment. Depreciation commences when the assets are ready for their intended use.

Assets under construction include costs incurred for the development of tangible assets that will form part of a category of property, plant and equipment which is not yet complete. Once the project ready for use capitalisation will cease (other than for large development programmes), the asset will be reclassified to the respective property, plant and equipment category it relates to from assets under construction, and depreciation will commence.

Estimated ore reserves

Estimated proven and probable ore reserves reflect the economically recoverable quantities which can be legally recovered in the future from known mineral deposits. The Group's reserves are estimated in accordance with JORC Code.

Impairment of exploration and evaluation assets

All capitalised exploration and evaluation assets and other intangible assets are monitored for indications of impairment. Where a potential impairment is indicated, assessment is made for the group of assets representing a cash generating unit ("CGU"). Indicators of impairment include:

· the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

· substantive expenditure on further exploration of mineral resources in the specific area is nether budgeted nor planned;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If any indication of impairment exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. Such impairment losses are recognised in profit or loss for the year.

Impairment of property, plant and equipment

An impairment review of property, plant and equipment is carried out when there is an indication that those assets have suffered an impairment loss or there are impairment reversal indicators. If any such indication exists, the carrying amount of the asset is compared to the estimate recoverable amount of the asset in order to determine the extent of the impairment loss or reversal (if any). Where 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.

Recoverable amount is the higher of fair value less costs of disposal and value in use. The carrying amounts of all cash-generating units are assessed against their recoverable amounts determined on a fair value less costs of disposal calculation. Fair value is based on the applicable Discounted Cash Flow ("DCF") method using post-tax cash flows and post -tax discount rate, this is considered to give a materially similar result to a basis that uses pre-tax cash flows and pre-tax discount rate. The DCF method is attributable to the development of proved and probable reserves.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately in the consolidated income statement.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the original carrying amount that would have been determined had no impairment loss been recognised in prior periods. Impairment loss may be subsequently reversed if there has been significant change in estimates used to determine the asset's recoverable amount since the last impairment loss was recognised.

A reversal of impairment loss is recognised in the consolidated income statement immediately.

Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognised a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less), leases of low value assets and leases for the purposes of mining and exploration activities, which qualify for an exemption under IFRS 16 which the Group has applied. For these leases, the Group recognises the lease payments as operating expenses on a straight-line basis over the term of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made. Interest is charged over the term of the lease at an even rate over the carrying amount of the liability. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses and are presented as a separate line in the consolidated financial statements.

Right-of-use assets are depreciated over shorter period lease term and useful life of the underlying asset. Where ownership of the underlying asset transfers to the entity at the end of the lease depreciation is charged over the useful life of the underlying asset. The Group applies IAS 36 to determine whether the right-of use asset is impaired and accounts for any identifiable impairment loss as described above.

When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at a revised discount rate. The discount rate on commencement is only applied to changes in estimates of payments. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. Any gain or loss relating to the partial or full termination of any lease is recognised in profit or loss.

Inventories

Copper and zinc concentrates

Inventories including metals in concentrate and in process are stated at the lower of production cost or net realisable value.

Cost of finished goods and work in progress are determined on the first-in-first-out (FIFO) method. The cost comprises raw material, direct labour, other direct costs, and related production overheads (based on normal operating capacity), excluding borrowing costs.

Consumables and spare parts

Consumables and spare parts are stated at the lower of cost or net realisable value. Costs are determined on the first-in-first-out (FIFO) method.

The Company's policy is to write-down to nil the items that have not been utilised for more than two years. This is done on a quarterly basis.

Inventory items used in the production process are recognised as cost of sales when the related sale of concentrate takes place. This includes the cost of purchased ore and consumables and spare parts.

Cost of purchased ore

The Group purchases ore from third parties which is processed and sold to Kapan's customers. The amount expensed in cost of sales is equal to the price paid to third parties in line with the purchase agreements.

Cost of purchased concentrate

The Group processes third party ore into concentrate and then purchases the concentrate to sell to Kapan's customers. The substance and accounting for these transactions is that of an ore purchase agreement with the amount expensed in cost of sales equal to the price paid to third parties in line with the purchase agreements, which is net of a processing fee charged by Kapan.

Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short-term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Equity

Equity comprises the following:

· ''Share capital'' represents the nominal value of equity shares.

· ''Share premium'' represents the excess over nominal value of the fair value of consideration received for equity shares, net of transactions costs directly related to the share issue.

· "Own shares reserve" represents the nominal value of equity shares that have been repurchased by the company.

· "Convertible loan note reserve" represents the equity component of convertible loan notes issued by the Company.

· "Merger reserve'' represents the difference between the issued share capital and share premium of the Company and its former subsidiary Chaarat Gold Limited arising as a result of the reverse acquisition.

· "Share option reserve" represents the equity component of share options issued.

· ''Translation reserve'' represents the differences arising from translation of investments in foreign operations.

· ''Accumulated losses'' includes all current and prior period results as disclosed in the income statement or other comprehensive statement.

Functional and presentational currency

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the Group's entities located in the Kyrgyz Republic, Cyprus and BVI is US Dollars (US$) as the current exploration and evaluation expenditure is currently primarily in USD. The functional currency of the subsidiary located and operating in Armenia is the Armenian Dram (AMD). The functional currency of the parent company Chaarat Gold Holdings Limited is the US Dollar.

The Group has chosen to present its consolidated financial statements in US Dollars (US$), as management believe it is a more comparable presentation currency for international users of consolidated financial statements of the Group as it is a common presentation currency in the mining industry. The translation of the financial statements of the Group entities from their functional currencies to the presentation currency is performed as follows:

• All assets and liabilities are translated at closing exchange rates at each reporting period end date;
• All income and expenses are translated at the average exchange rates for the periods presented, except for significant transactions that are translated at rates on the date of such transactions;
• Resulting exchange differences are recognised in other comprehensive income and presented as movements relating to the effect of translation to the Group's presentation currency within the Translation reserve in equity; and
• In the consolidated statement of cash flows, cash balances at the beginning and end of each reporting period presented are translated using exchange rates prevalent at those respective dates. All cash flows in the period are translated at the average exchange rates for the period presented, except for significant transactions that are translated at rates on the date of the transaction.

The amounts reported are rounded to the nearest thousand, unless overwise stated.

Foreign currency transactions

Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (the ''functional currency'') are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are similarly recognised immediately in the income statement.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over a jointly controlled entity that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss. In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences reattributed to non-controlling interests and are not recognised in the consolidated income statement. For all other partial disposals (i.e. reductions in the Group's ownership interest in associates or jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to the consolidated income statement.

Share-based payments

The Company operates equity-settled share-based remuneration plans for directors and some employees. The Company awards share options to certain Company directors and employees to acquire shares of the Company.

The fair value is appraised at the grant date and excludes the impact of non-market vesting conditions. Fair value of restricted stock units is measured by reference to the share price at the date of grant. Fair value of options is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to ''other reserves''.

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if the number of share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options and through settlement of the issue of new shares, the proceeds received net of attributable transaction costs are credited to share capital and, where appropriate, share premium.

After the vesting date, no subsequent adjustments are made to total equity. In the year when the share options lapse the total accumulated charge to the share-based payment reserve is transferred to retained earnings.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions (the "original fair value") and under the modified terms and conditions (the "modified fair value") are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

In certain instances, the Company issues shares to satisfy outstanding financial liabilities. The measurement of these equity-settled share-based payment transactions is outlined below. Shares are also issued to satisfy obligations under warrant agreements whereby the estimated fair value of the warrants issued is measured by use of the Black Scholes model as detailed in Note 30.

The Company operates an Employee Benefit Trust ("the Trust") and has de facto control of the shares held by the Trust and bears their benefits and risks. The Trust is consolidated into the group accounts with a debit to equity for the cost of shares acquired. Administrative expenses are charged as they accrue.

Exchange of financial liabilities for equity

When equity instruments are issued to extinguish all or part of a financial liability, the Group measures them at the fair value of the equity instruments issued, unless that fair value cannot be reliably measured. The difference between the carrying amount of the financial liability (or part of a financial liability) extinguished, and the consideration paid, is recognised in profit or loss. The equity instruments are recognised initially and measured at the date the financial liability (or part of that liability) is extinguished. This does not include transactions with a creditor who is also a direct or indirect shareholder and is acting in its capacity as a direct or indirect shareholder, in accordance with IFRIC 19.

Retirement and Other Benefit Obligations

The Group offers defined contribution pension arrangements in the United Kingdom as well as under the State pension system of the Kyrgyz Republic, which requires current contributions by the employer, calculated as a percentage of current gross salary payments. Such expense is charged in the period the related salaries are earned. The Group does not have any obligations in respect of post-retirement or other significant compensation benefits.

Financial Instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income (FVTOCI) or at fair value through profit or loss (FVTPL) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.

Trade receivables without provisional pricing that do not contain provisional price features, loans and other receivables are held to collect the contractual cash flows and therefore are carried at amortised cost adjusted for any loss allowance. The loss allowance is calculated in accordance with the impairment of financial assets policy described below.

Trade receivables arising from sales of copper and zinc concentrates with provisional pricing features are exposed to future movements in market prices and have contractual cash flow characteristics that are not solely payments of principal and interest and are therefore measured at fair value through profit or loss and do not fall under the expected credit losses model (ECL) described below.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost, trade and other receivables and contract assets, except for trade accounts receivable with provisional pricing. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables and other receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Derivative financial instruments

Derivatives embedded in the Group's sale contracts are accounted for at fair value with gains or losses reported in the statement of comprehensive income. These embedded derivatives are not separated from the sale contracts and therefore any gains or losses are included in the lines of sale of concentrates in the year.

Derecognition of financial assets

The Group derecognises a financial asset only 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 entity. If the Group neither transfers nor retains substantially all the risks 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.

Financial liabilities

The Group's financial liabilities consist of financial liabilities measured subsequently at amortised cost using the effective interest rate method (including trade payables, other loans, and borrowings) and financial liabilities at fair value through profit or loss.

Warrant financial liability

The Group's warrant financial liability relates to warrants to purchase ordinary shares. The warrants are recognised initially at their fair value using the Black-Scholes model and subsequently remeasured at each reporting date with the corresponding fair value gains or losses recognised through profit or loss.

Convertible loan notes

The convertible loan notes are compound financial instruments that can be converted to ordinary shares at the option of the holder.

The liability component of convertible loan notes is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the convertible loan note as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

The modification of a standard loan is considered substantial where a conversion option is added. Upon modification, the original liability is extinguished, new liability and equity components are recognised at the fair values with a difference attributed to profit or loss.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a convertible loan note is not remeasured.

Interest related to the financial liability is recognised in profit and loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised. When conversion option is not exercised, the equity element is transferred to accumulated losses.

Derecognition of financial liabilities

A financial liability is removed from the balance sheet when it is extinguished, being when the obligation is discharged, cancelled, or expired. On extinguishment of a financial liability, any difference between the carrying amount of the liability and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

A modification or exchange of a financial liability is either accounted for as an extinguishment of the original financial liability or a renegotiation of the original financial liability. An extinguishment or substantial modification of a financial liability results in de-recognition of the original financial liability and any unamortised transaction costs associated with the original financial liability are immediately expensed to the profit and loss account. Where the change in the terms of the modified financial liability is not substantial, it is accounted for as a modification of the original liability. With the modified financial liability measured at amortised cost using the original effective interest rate when appropriate. Part of the assessment includes consideration whether the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability.

If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the consolidated income statement in the period in which they are incurred.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Contingent liability

Contingent liabilities are recognised when the Group has a probable obligation that may arise from an event that has not yet occurred. A contingent liability which is not probable is not recognised in the Group's financial statements however disclosure within the notes to the financial statements will be included unless the possibility of payment is remote.

Provision for environmental obligations

An obligation to incur environmental restoration, rehabilitation and decommissioning costs arises when disturbance is caused by the development or ongoing production of mining assets. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value using a risk-free rate applicable to the future cash flows, are provided for and capitalised at the start of each project, as soon as the obligation to incur such costs arises. These decommissioning costs are recognised in the consolidated income statement over the life of the operation, through the depreciation of the asset in the cost of sales line and the unwinding of the discount on the provision in the finance costs line.

Changes in the measurement of a liability relating to the decommissioning of plant or other costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and recognised in the consolidated income statement as extraction progresses . If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately as a reduction in the consolidated income statement.

The provision for closure cost obligations is remeasured at the end of each reporting period for changes in estimates and circumstances. Changes in estimates and circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, changes to cost estimates and changes in risk free interest rate.

Value Added Tax

Output value added tax (VAT) related to sales generated in Armenia is payable to tax authorities on the delivery of goods and services to customers. The standard rate of VAT on domestic sales of goods and services and the importation of goods is 20%. Input VAT is recoverable against output VAT upon receipt of the VAT invoice. VAT related to sales and purchases is recognised in the statement of financial position on a gross basis and disclosed separately as an asset and liability. The VAT assets and liabilities are short term and will be settled within 12 months and are therefore not discounted.

Under the Kyrgyz Republic Tax Code, the supply and export of metal-containing ores, concentrates, alloys, and refined metals are considered to be a VAT exempt supply and therefore all VAT is expensed as incurred.

Critical accounting judgements and key sources of estimation uncertainty

In the course of preparing the financial statements, management necessarily makes judgements and estimates that can have significant impact on those financial statements. The determination of estimates requires judgements which are based on historical experience, current and expected economic conditions, and all other available information.

Estimated and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in which the estimates are revised and in the future periods affected. The judgements involving a higher degree of estimation or complexity are set out below.

Critical accounting judgements

The following are the critical accounting judgements (apart from judgements involving estimation which are dealt with separately below), made in the process of applying the Group's accounting policies during the year that have the most significant effect on the amounts recognized in the financial statements.

Recoverability of exploration and evaluation assets

Exploration and evaluation assets include mineral rights and exploration costs, including geophysical, topographical, geological, and similar types of costs. Exploration and evaluation costs are capitalised if management concludes that future economic benefits are likely to be realised and determines that economically viable extraction operation can be established as a result of exploration activities and internal assessment of mineral resources.

According to IFRS 6 Exploration for and evaluation of mineral resources, the potential indicators of impairment include: management's plans to discontinue the exploration activities, lack of further substantial exploration expenditure planned, expiry of exploration licences in the period or in the nearest future, or existence of other data indicating the expenditure capitalised is not recoverable. At the end of each reporting period, management assesses whether such indicators exist for the exploration and evaluation assets capitalised, which requires significant judgement.

At 31 December 2022, the capitalised costs of the exploration and evaluation assets amounted to US$69.2 million, details of which are set out in Note 15.

The assets relate to the Chaarat Gold Project in the Kyrgyz Republic, which comprises two distinct mineralised zones: Tulkubash and Kyzyltash, which will be developed separately. Both zones are located on a single mining licence and are therefore not capable of being independently sold.

At 31 December 2022, management does not consider there to be any indications of impairment in respect of the assets included in the Chaarat Gold Project CGU. Management has budgeted the costs for further development of these assets however their recoverability is dependent on future funding.

As set out in the Going concern conclusion per Note 2, a material uncertainty exists in relation to the Group's ability to obtain the additional funding needed to develop the Kyrgyz Republic development projects as there are currently no binding agreements in place in respect of any additional funding and there is no guarantee that any course of funding will proceed. Should that funding not be available there would be an indication of impairment which could result in a material provision against the carrying value of the related exploration and evaluation assets and assets under construction.

Costs capitalised to exploration and evaluation assets

The costs capitalised to exploration and evaluation assets in 2022 was US$2.9 million (2021: US$5.7 million). Judgement is applied in the determination of the type of costs that are capitalised to exploration and evaluation assets as described in the accounting policy note above. Payroll costs that are directly attributable to exploration and evaluation related activities are capitalised.

Costs capitalised to property, plant and equipment (mining properties)

The costs capitalised to mining properties in 2022 was US$12.3 million (2021: US$7.9 million). Judgement is applied in the determination of the type of costs that are capitalised to mining properties as described in the accounting policy note above.

Functional currency of Kapan

The functional currency of the subsidiary located and operating in Armenia is the Armenian Dram (AMD), as this is the currency of the primary economic environment in which it operates.

Treatment of royalty expense

Royalties paid in Armenia of US$4.5 million (2021: US$5.7 million) are included in cost of sales as they are calculated on the basis of revenue earned from the supply of concentrates. The royalty rate is calculated on fixed rate plus a variable component based on measure of profitability. The royalty rate is levied on revenue as a production based component. As the royalty expense is not a charge on profit or loss before tax, management does not consider it to be an income tax expense within the scope of IAS 12 Income Taxes.

Accounting for the concentrate purchase agreement

The Group has a contractual arrangement under which third party ore is received, processed, purchased and sold to the customer.

The Group is deemed principal as opposed to agent as the substance of this arrangement is considered to be an ore purchase agreement such that inventory recognition occurs from that point and the processing fee recoverable is deducted from the cost of the material purchased.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Ore reserves

An ore reserve estimate is an estimate of the amount of product that can be economically and legally extracted from the Group's properties. Ore reserve estimates are used by the Group in the calculation of depreciation of mining assets using the units-of-production method; impairment charges and in forecasting the timing of the payment of decommissioning and land restoration costs. Also, for the purpose of impairment review and the assessment of the timing of the payment of decommissioning and land restoration costs, management may take into account mineral resources in addition to ore reserves where there is a high degree of confidence that such resources will be extracted.

In order to calculate ore reserves, estimates and assumptions are required about geological, technical, and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices, discount rates and exchange rates. Estimating the quantity and/or grade of ore reserves requires the size, shape, and depth of ore bodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data.

Ore reserve estimates may change from period to period as additional geological data becomes available during the course of operations or if there are changes in any of the aforementioned assumptions. Such changes in estimated reserves may affect the Group's financial results and financial position in a number of ways, including the following:

• Assets' carrying values due to changes in estimated future cash flows;

• Depreciation charged in the consolidated income statement where such charges are determined by using the units-of-production method;

• Provisions for decommissioning and land restoration costs where changes in estimated reserves affect expectations about the timing of the payment of such costs; and

• Carrying value of deferred tax assets and liabilities where changes in estimated reserves affect the carrying value of the relevant assets and liabilities.

Inventory impairment policy and estimate

For concentrate and ore stockpiles the net realisable value represents the estimated selling price for that product based on forward metal prices according to the applicable contract terms, less the estimated costs to complete production and selling costs, including royalty. Production cost is determined as the sum of the applicable expenditures incurred directly or indirectly in bringing inventories to their existing condition and location. The estimated costs to complete and selling costs are obtained from the current production budgets, approved for the reporting year. The carrying value of inventory at 31 December 2022 was US$9.9 million (2021: US$16.2 million) and the inventory write-down provision to net realisable value amounted to US$1.9 million as at 31 December 2022 (2021: US$1.9 million), relating mainly to consumables and spare parts.

Provision for environmental obligations

A provision for the costs to restore working areas on the Kapan mine, including decommissioning of plant and securing of the tailings dam, requires estimates and assumptions to be made. These include estimates and assumptions around the relevant environmental and regulatory requirements, inflation, the magnitude of the possible disturbance and the timing, extent, and costs of the required decommissioning activities.

In calculating the provision, cost estimates of the future potential cash outflows based on current assessments of the expected decommissioning activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a discount rate as disclosed in Note 23. The works and technical studies are continuing and as the actual future costs can differ from the estimates due to changes in regulations, technology, costs and timing, the provision including the estimates and assumptions contained therein are regularly reviewed by management. The current estimate reviewed by management is based on a new estimate completed in 2021. The provision at 31 December 2022 is US$11.7 million (2021: US$10.5 million). A 25% increase or decrease in the potential cash flows would increase or decrease the provision by US$2.9million. The basis of the provision recognised is an assumed mine closure date of 2027 with rehabilitation being primarily completed in the subsequent year. An acceleration or deferral of this expenditure by one year would increase/decrease the provision by US$1.3 million.

Legal claim provisions

As disclosed in Note 31, legal claim provisions totalling US$2.2 million have been recognised as the Group has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the disputes, a reliable estimate can be made of the amount of the obligation however there is uncertainty around the timing of payments to be made.

4. Revenue

The revenue recognised from contracts with customers consisted of the following:

	2022	2021
	US$'000	US$'000
Copper concentrate	72,725	77,134
Zinc concentrate	16,670	13,114
3^rd party ore processing fees	1,468	-
Zinc concentrate freight	1,483	2,186
Total	92,346	92,434

The Group's sales of copper and zinc concentrate are based on provisional 1-3 month commodity forward prices and as such, contain an embedded derivative which is marked-to-market at each month end.

The Group's sales are to internationally well-established commodity traders under standard offtake terms.

Copper concentrate sales are made on an Ex Works basis meaning that control passes to the buyer when the concentrate is loaded on the truck at the Kapan mine. Zinc concentrate sales were made on a cost, insurance, and freight ("CIF") basis meaning that control passes to the buyer when the concentrate is loaded on the vessel in the port of shipment (e.g., port of Poti, Georgia).

In addition to the Group's own concentrates, it processes third party ore into concentrate and sells it to customers. Of the US$92.4 million generated from concentrate sales in 2022, US$76.6 million relates to own concentrate sales and US$15.7 million relates to third-party concentrate sales (2021: US$72.8 million and US$19.6 million).

In 2022, the Group has continued to recognise contract liabilities in relation to its contracts with customers for prepayments received for the future transfer of concentrates, as set out in Note 26.

5. Cost of sales

	2022		2021
	US$'000		US$'000
Depreciation and amortisation	10,816	5,941
Employee benefit expenses	11,504		8,817
Materials	18,130		12,973
Services	19,322		14,616
Royalties	4,543		5,665
Energy and fuel	6,710		4,103
Cost of purchased ore and concentrate*	9,911		16,143
Short-term lease charges	1,234		951
Other	66		49
Total	82,236		69,258

*In both 2021 and 2022, the Group processed third party ore into concentrate for a fee. The Group purchases the processed concentrate and sells it to customers, resulting in third-party revenue, which is recognised in addition to own ore revenue, as disclosed in note 4. The amount expensed in cost of sales is equal to the price paid to the third party, which is net of the processing fee charged by the Group on the basis the substance of these arrangements is that of an ore purchase agreement.

6. Operating profit

The operating profit is stated after charging/(crediting):

	2022	2021
	US$'000	US$'000
Depreciation of property, plant and equipment	11,415	6,841
Amortisation of intangible assets	252	274
Short-term/low value lease charges	1,395	1,083
Share based payment charges	373	1,251
Loss on the sale of fixed assets	(12)	4
(Gain)/loss on foreign exchange	(3,455)	(1,475)
Fees payable to Group auditors for the audit of the Group financial statements	186	234
Fees payable to associated firms of the auditor for the audit of subsidiaries	63	83
Change in legal provision	535	75
Selling expenses	2,196	2,444

7. Selling expenses

Selling expenses consisted of the following:

	2022	2021
	US$'000	US$'000
Transportation expenses	1,483	1,099
Sampling and inspection	132	125
Staff costs	208	246
Customs clearance	49	675
Utilities	36	30
Depreciation and amortisation	8	6
Material	263	77
Services	16	27
Other	1	159
Total	2,196	2,444

8. Administrative expenses

The administrative expenses consisted of the following:

	2022	2021
	US$'000	US$'000
Readmission and acquisition costs	81	242
Legal and compliance	71	422
Regulatory	280	359
Investor relations	241	363
Salaries	5,862	6,383
Corporate support	1,383	3,787
Travel and subsistence	161	159
Share-based payment charges	373	1,251
Total	8,452	12,966

9. Segmental analysis

Operating segments are identified based on internal reports about components of the Group that are regularly reviewed by the Board, in order to allocate resources to the segments and to assess their performance.

Based on the proportion of revenue and profit within the Group's operations and on the differences in principal activities, the Board considers there to be two operating segments:

· Exploration for mineral deposits in the Kyrgyz Republic with support provided from the British Virgin Islands ('Kyrgyz Republic')

· Exploration and production of copper and zinc concentrates at Kapan in Armenia ('Armenia')

	Kyrgyz Republic	Armenia	Corporate	Total
31 December 2022	US$'000	US$'000	US$'000	US$'000

Revenue
Sales to external customers	-	92,436	-	92,346
Total segment revenue	-	92,436	-	92,346

Operating profit/(loss)	(2,033)	6,504	(5,008)	(538)
Finance income	-	28	-	28
Finance costs	-	(3,136)	(3,578)	(6,714)
Fair value gain on warrant	-	-	367	367
Profit/(loss) before income tax	(2,033)	3,396	(8,219)	(6,856)
Income tax charge	-	(1,721)	-	(1,721)
Profit/(loss) after income tax	(2,033)	1,675	(8,219)	(8,577)

Assets
Segment assets - non-current	82,399	48,306	-	130,705
Segment assets - current	154	26,791	484	27,430
Total assets	82,553	75,097	484	158,134

Liabilities
Segment liabilities	2,308	53,380	29,838	85,526
Total liabilities	2,308	53,380	29,838	85,526

	Kyrgyz Republic	Armenia	Corporate	Total
31 December 2021	US$'000	US$'000	US$'000	US$'000

Revenue
Sales to external customers	-	92,434	-	92,434
Total segment revenue	-	92,434	-	92,434

Operating profit/(loss)	(2,299)	17,448	(7,361)	7,788
Finance income	-	17	6	23
Finance costs	-	(3,043)	(4,853)	(7,896)
Fair value gain on warrant	-	-	434	434
Loss before income tax	(2,299)	14,422	(11,774)	349
Income tax charge	-	(3,937)	-	(3,937)
Loss after income tax	(2,299)	10,485	(11,774)	(3,588)

Assets
Segment assets - non-current	78,562	41,173	-	119,735
Segment assets - current	277	43,797	7,749	51,823
Total assets	78,839	84,970	7,749	171,558

Liabilities
Segment liabilities	2,253	65,753	26,675	94,682
Total liabilities	2,253	65,753	26,675	94,682

10. Staff numbers and costs

	2022	2021
	Number	Number
Management and administration	135	167
Exploration and evaluation	50	54
Production and service	947	948
Total	1,132	1,169

The aggregate payroll costs of these persons were as follows:	US$'000	US$'000
Staff wages and salaries	19,310	17,725
Employee share-based payment charges	-	966

Directors' remuneration as detailed in the Remuneration Report
Wages and salaries	1,202	880
Termination benefits	-	575
Share-based payment charges	373	285
Total	20,886	20,431

The share-based payment charge in 2022 relates to the fair value charge attributed to share options issued to the Chief Executive Officer which vested immediately in January 2022.

The staff wages and salaries include amounts capitalised to exploration and evaluation assets of US$2.9 million (2021: US$3.1 million).

11. Directors' remuneration

The costs of certain Directors' services were charged to the Company via consultancy companies, as separately detailed below and in the related party transactions Note 32, rather than directly as short-term employment costs. These arrangements are in place purely for administrative convenience and are not methods to mitigate, reduce or remove liabilities to taxation in the respective Director's country of residence. Details of Directors' remuneration are provided in the Remuneration Report.

Total remuneration	2022	2021
	US$'000	US$'000
Salary and fees paid directly	1,152	830
Salary and fees paid via related party consultancy companies	50	50
Termination benefits	-	575
Share-based payment charges	373	285
Total	1,575	1,740

The share-based payment charge in 2022 relates to the fair value charge attributed to share options issued to the Chief Executive Office which vested immediately in January 2022.

The share-based payment charge in 2021 relates to the fair value charge attributed to tranche 3 RSUs which vested in April 2021.

12. Finance costs

		2022	2021
		US$'000	US$'000
Interest on convertible loan notes	25	3,899	3,793
Interest on other loans	29	1,605	2,184
Interest on lease liabilities	28	123	128
Interest on contract liabilities	26	117	204
Unwinding of discount - provision for environmental obligations	23	1,291	705
Financing costs	25	(321)	867
Other		-	15
Total		6,714	7,896

The interest on other loans of US$1.6 million includes interest on borrowings of US$1.3 million, interest on other borrowings of US$0.2 million and interest on the working capital facility of US$0.1 million. No finance costs have been capitalised.

The financing credit of US$0.3 million, a non-cash credit, relates to non-substantial modification of the convertible loan notes as disclosed in Note 25. In 2021, the financing costs of US$0.9 million related to the amortisation of the Labro Facility commitment fee.

13. Taxation

The Group is not subject to corporate tax in the British Virgin Islands. Companies engaged in the production and sale of gold in the Kyrgyz Republic pay a revenue-based tax on the sales of gold rather than tax on profit. Accordingly, the Group has an effective rate of tax on profit of 0% in these jurisdictions. In the remaining jurisdictions in which the Group operates, being Armenia, Cyprus and the United Kingdom, profits are subject to corporate income tax at a rate of 18%, 12.5% and 19%, respectively.

Within Armenia, the rate of corporate income tax is 18% for resident companies (with a worldwide tax base) for 2022. The tax period of corporate income tax is one calendar year (1 January - 31 December). Advance payments of corporate income tax are required to be made quarterly by the 20^th day of the third month of each quarter. The advance payment is equal to 20% of the corporate income tax reported in the previous tax year. The balance of tax due must be paid by 20 April of the year following the reporting year. Corporate income tax is determined based on rules and principles of accounting defined by the law or other legal acts.

Within the Kyrgyz Republic, a fixed royalty is payable on the sale of gold. In 2022, the fixed royalty percentage remained at 8%, comprising a royalty of 5% and a contribution to local infrastructure of 3% (2021: 8%, 5% and 3%). However, due to the Stabilisation Agreement that was signed in 2019 which entitled the Company's local subsidiary, Chaarat Zaav, to benefit from any future changes in direct taxes during the 10 years from the date of the agreement, the fixed royalty percentage is capped at 7%. A further percentage rate of tax is based on the average monthly international gold price, being 1% if the gold price is below US$1,300 per ounce and up to 20% when the gold price exceeds US$2,501 per ounce. The maximum royalty payable when the gold price is above US$2,501 per ounce is therefore 27%. However, as the Group's assets in the Kyrgyz Republic are at an exploration stage, the Group has no royalty payable in respect of these assets for the years ended 31 December 2022 or 31 December 2021.

Further, under the Article 301 of the Tax Code of the Kyrgyz Republic, an entity is subject to a taxation in payment of the right to use subsoil, including for the purpose of developing a mineral deposit. The tax base for calculating this is the amount of geological reserves and forecast resources taken into account by the State Balance of deposits of mineral resources of the Kyrgyz Republic.

At the balance sheet date, the Group has received no tax claims and the Directors believe that the Group is in compliance with the tax laws affecting its operations and therefore there are no further uncertain tax positions which require disclosure in accordance with IFRIC 23.

The Group has recognised deferred tax assets which relate to temporary differences arising at the Kapan mine in Armenia, as detailed in Note 18.

Analysis of tax charge for the year

		2022	2021
		US$'000	US$'000
Armenian tax		947	2,269
Current tax		947	2,269
Origination and reversal of temporary differences		774	1,668
Deferred tax	18	774	1,668
Income tax expense		1,721	3,937

Reconciliation of tax charge for the year

	2022	2021
	US$'000	US$'000
Profit/(loss) before tax	(6,856)	349
Tax calculated at applicable corporation tax rate:
Armenian corporation tax at 18% (2020:18%)	1,234	63

Tax effects of:
Items non-deductible/(non-taxable) for tax purposes	(1,110)	(439)
Different tax rates applied in overseas jurisdictions	(1,539)	(2,188)
Current tax losses not recognised	(306)	(345)
Write-down of previously recognised deferred tax assets	-	(1,028)
Income tax expense	(1,721)	(3,937)

Tax losses

	2022	2021
	US$'000	US$'000
Unused tax losses for which no deferred tax asset has been recognized
United Kingdom	201	278
Tax benefit at 25%	50	53

Deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which unused tax losses and unused tax credits can be utilised.

14. Loss per share

Loss per share is calculated by reference to the loss for the year of US$8.6 million (2021: loss of US$3.6 million) and the weighted average number of ordinary shares in issue during the year of 689,655,467 (2021: 673,320,329).

At 31 December 2022, 8,920,341 (2021: 8,920,341) warrants, 44,170,931 (2021: 49,692,252) share options and convertible loan notes have been excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive.

15. Exploration and evaluation costs

	Tulkubash	Kyzyltash	Total
	US$'000	US$'000	US$'000
At 1 January 2021	52,157	9,202	61,359
Additions	4,775	899	5,674
Reclassification to property, plant & equipment	(728)	-	(728)
At 31 December 2021	56,204	10,101	66,305
Additions	2,592	285	2,877
Reclassification to property, plant & equipment	-	-	-
At 31 December 2022	58,796	10,386	69,182

Exploration and evaluation assets comprise costs associated with exploration for, and evaluation of, mineral resources together with costs to maintain mining and exploration licences for mining properties that are considered by the Directors to meet the requirements for capitalisation under the Group's accounting policies as disclosed in Note 3. As at 31 December 2022, management does not consider there to be any impairment in respect of these assets.

In 2021, the Company entered into an investment agreement ("The Investment Agreement") with Çiftay which supersedes the previous agreement that was signed in September 2019. Çiftay and the Company decided to replace the previous agreement with the Investment Agreement, in order to simplify the structure of the partnership and further align the interests of both parties. Under the Investment Agreement, Chaarat retains 100% ownership of the Tulkubash and Kyzyltash projects with Çiftay becoming a strategic investor at the Company level, through the issuance of new ordinary shares. In July 2021, the Company issued 2.8 million new ordinary shares to Çiftay with a fair value of US$0.8 million in settlement of accrued expenses relating to Tulkubash construction activities. Further shares issues will only take place once certain terms of the agreement are triggered by securing project finance.

16. Intangible assets

	Computer Software	Other intangible assets		Total
	US$'000	US$'000		US$'000
Cost
At 1 January 2021	1,451	281		1,732
Prior year reclassification from PPE	18	-		18
Additions	152	-		152
Reclass from PPE to IA	18	-		18
Effect of translation to presentation currency	120	26		146
At 31 December 2021	1,741	307		2,048
Additions	67	-		67
Effect of translation to presentation currency	348	66		414
At 31 December 2022	2,156	374	2,530
Accumulated amortisation
At 1 January 2021	491	20		511
Charge for the year	246	28		274
Effect of translation to presentation currency	45	5		50
At 31 December 2021	782	53		835
Charge for the year	221	31		252
Effect of translation to presentation currency	169	14		183
At 31 December 2022	1,172	98		1,270

Net book value
At 31 December 2022	984	276		1,260
At 31 December 2021	959	254		1,213
At 1 January 2021	960	261		1,221

17. Property, plant and equipment

	Land and buildings	Mining properties	Fixtures and fittings	Motor vehicles	Assets under construction	Right-of-use Assets	Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
Cost
At 1 January 2021	9,014	32,223	1,467	648	6,447	1,781	51,580
Additions	-	4,358	16	-	2,955	-	7,329
Transfers	32	510	1	-	(543)	-	-
Changes in estimates of provision for environmental obligations	-	1,566	-	-	-	-	1,566
Disposals	-	(508)	(2)	-	-	-	(510)
Reclassification from inventories	-	1,499	-	-	165	-	1,664
Reclassification from exploration and evaluation asset	-	-	-	-	728	-	728
Effect of translation to presentation currency	330	3,055	105	19	120	157	3,786
At 31 December 2021	9,376	42,703	1,587	667	9,872	1,938	66,143
Additions	122	8,354	-	200	2,960	674	12,310
Transfers	-	(84)	-	107	(23)	-	-
Changes in estimates of provision for environmental obligations	-	(1,120)	-	-	-	-	(1,120)
Disposals	-	(56)	(34)	(19)	-	(1,011)	(1,120)
Effect of translation to presentation currency	911	9,758	282	62	573	391	11,977
At 31 December 2022	10,409	59,555	1,835	1,017	13,382	1,992	88,190

Accumulated depreciation
At 1 January 2021	2,242	7,281	663	343	-	513	11,042
Charge for the year	802	5,431	375	109	-	590	7,307
Disposals	-	(503)	(2)	-	-	-	(505)
Effect of translation to presentation currency	100	754	54	11	-	74	993
At 31 December 2021	3,144	12,963	1,090	463	-	1,177	18,837
Charge for the year	873	8,561	476	149	-	711	10,770
Disposals	-	(53)	(30)	(19)	-	(1,011)	(1,113)
Effect of translation to presentation currency	370	3,423	229	46	-	227	4,295
At 31 December 2022	4,387	24,894	1,765	639	-	1,104	32,789

Net book value
At 31 December 2022	6,022	34,661	70	378	13,382	888	55,401
At 31 December 2021	6,232	29,740	497	204	9,872	761	47,306
At 1 January 2021	6,772	24,942	804	305	6,447	1,268	40,538

The Group's property, plant and equipment relating to the operations in Armenia, Kapan, are pledged as security to the respective banks that have supplied bank debt to the Group.

As at 31 December 2022, management does not consider there to be any indicators of impairment in respect of the Group's property, plant and equipment.

18. Deferred Tax

Deferred tax assets have been recognised as a result of temporary differences where the directors believe it is probable that these assets will be recovered. The Group's deferred tax asset relates to the Kapan mine in Armenia. Recoverability of the recognised deferred tax asset is considered more likely than not based upon expectations of future taxable income in Armenia. The Group's estimate of future taxable income is based on established proven and probable reserves which can be economically developed. No deferred tax has been recognized in respect of the Group's operations in the Kyrgyz Republic. As disclosed in Note 13, unused tax losses for which no deferred tax asset has been recognised amounts to US$0.2 million (2021: US$0.3 million).

The movement in net deferred tax assets during the year is as follows:

	2022	2021
	US$'000	US$'000
At 1 January	4,381	5,631
Charged to the income statement	(774)	(1,668)
Effect of currency translation	882	418
At 31 December	4,489	4,381
Comprising:
Deferred tax assets	4,489	4,381
Deferred tax liabilities	-	-

Movements in temporary differences during the years ended 31 December are presented as follows:

2022	At 1 January	Charged to the income statement	Effect of currency translation	Total
	US$'000	US$'000	US$'000	US$'000
Property, plant and equipment	4,175	(1,018)	(145)	3,012
Trade and other receivables	177	(181)	20		16
Inventories	(190)	281	864		955
Other provisions	54	56	18		128
Trade and other payables	54	113	24		191
Lease liabilities	111	(25)	101		187
Total	4,381	(774)	882		4,489


2021	At 1 January	Charged to the income statement	Effect of currency translation	Total
	US$'000	US$'000	US$'000	US$'000
Property, plant and equipment	4,516	(706)	365	4,175
Trade and other receivables	49	119	9		177
Inventories	684	(892)	18		(190)
Other provisions	48	2	4		54
Trade and other payables	108	(61)	7		54
Lease liabilities	226	(130)	15		111
Total	5,631	(1,668)	418		4,381

19. Inventories

Inventories represent goods held for sale in the ordinary course of business (copper and zinc concentrate), ore being processed into a saleable condition (ore stockpiles) and consumables and spares to be used in the production process.

	2022	2021
	US$'000	US$'000
Consumables and spare parts	10,802	8,861
Copper and zinc concentrate in stock	683	5,984
Copper and zinc concentrate in transit	1,056	1,432
Ore stockpiles extracted	3,667	2,157
Other	-	8
At 31 December	16,208	18,442

20. Trade and other receivables

	2022	2021
	US$'000	US$'000
Trade receivables	6,654	18,620
Other receivables	984	2,856
Unpaid shares issued	-	6
Prepayments	3,118	766
Less: expected credit losses	(90)	(1)
At 31 December	10,666	22,247

The movement in the loss allowance for expected credit losses is detailed below:

	2022	2021
	US$'000	US$'000
At 1 January	1	271
Movement during the year	(242)	(270)
Effect of currency translation	331	-
At 31 December	90	1

21. Cash and cash equivalents

	2022	2021
	US$'000	US$'000
Cash on hand	1	2
Current accounts in UK	378	7,646
Current accounts in the Kyrgyz Republic	138	264
Current accounts in Armenia	99	3,222
At 31 December	616	11,134

There are no amounts of cash and cash equivalents which are not available for use by the Group. All amounts held in current accounts can be drawn on demand if required.

22. Capital and reserves

The share capital of the Company consists of shares of US$0.01 par value of a single class. All shares have equal rights to receive dividends or capital repayments and all shares represent one vote at meetings of shareholders of the Company.

22(a) Capital management policies and procedures

The Group's objectives for the management of capital have not changed in the year. The Directors seek to ensure that the Group will continue to operate as a going concern in order to pursue the development of its mineral properties, to sustain future development and growth as well as to maintain a flexible capital structure which optimises the cost of capital at an acceptable risk. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue shares, seek debt financing, or acquire or dispose of assets. The Company, following approval from the Board of Directors, will make changes to its capital structure as deemed appropriate under specific circumstances.

The Group considers equity to be all components included in shareholders' funds and net debt to be short and long-term borrowings including convertible loan notes less cash and cash equivalents. The Group's net debt to equity ratio at 31 December was as follows:

	2022	2021
	US$'000	US$'000
Total Equity	72,608	76,876

Convertible loan notes	29,203	25,625
Other loans	17,806	21,328
Contract liabilities	3,720	2,379
Lease liabilities	1,186	978
Warrant financial liability	13	380
Less: cash and cash equivalents	(616)	(11,134)
Net debt	51,312	39,556
Net debt to equity ratio	71%	51%

Other loans include borrowings which relate to external bank financing obtained for the acquisition of Kapan. This bank financing has certain covenants attached to it that the Group needs to adhere to. Two covenants of the loan were not satisfied during the year and have been considered as part of the Group's going concern assessment in Note 2. Ameriabank waived the non-compliance for not meeting the covenants and decided not to apply any waiver fees.

The convertible loan notes, as disclosed in Note 25, respectively, do not have covenants attached to them. As the convertible loan notes are repayable within the next 12 months, they have been disclosed as a current liability as at 31 December 2022.

22 (b) Share capital

	2022		2021
Ordinary shares of US$0.01 each	Number of Shares ('000)	Nominal Value US$'000	Number of Shares ('000)	Nominal Value US$'000
Authorised	1,395,167	13,952	1,395,167	13,952
Issued and fully paid
At 1 January	689,411	6,894	540,061	5,401
Issued for cash	9	-	84,115	841
Issued to settle liabilities	247	3	65,235	652
Exercise of warrants	-	-	-	-
Exercise of share options	-	-	-	-
At 31 December	689,667	6,897	689,411	6,894

The share capital of the Company consists of ordinary shares of a single class. All shares have equal rights to receive dividends or capital repayments and all shares represent one vote at meetings of the Company.

The company issued 247,368 ordinary shares of US$0.01 each in the company to Mike Fraser as a sign on bonus. Due to human error, one of the MMQs used to calculate the three-day average MMQ was incorrect which resulted in 255,935 shares being issued to the CEO rather than 247,368. The CEO rectified this by paying the Company a cash subscription price for the additional 8,567 shares at the three-day average MMQ.

Trust

On 7 October 2019, the Group established the Chaarat Gold Holdings Limited Employee Benefit Trust in order to acquire and hold sufficient shares to satisfy the awards under the new Plan. The Company has control over the Trust and therefore the results of the Trust were consolidated within these financial statements. During the year, expenses of US$0.07 million were incurred by the Trust (2021: US$0.05 million). At 31 December 2022, the Trust held 1,070,194 shares (2021: 1,070,194 shares).

22 (c) Share options and share-based payments

Share options

The Group operates a share option plan under which directors, employees, consultants, and advisers have been granted options to subscribe for ordinary shares. All options are share settled. The number and weighted average exercise price of share options are as follows:

	2022		2021
	Number of Options	Weighted average exercise price (US$)	Number of Options	Weighted average exercise price (US$)
Outstanding at 1 January	49,692,252	0.567	55,027,006	0.523
Exercised during the year	-	-	-	-
Granted during the year	5,000,000	0.574	-	-
Replaced during the year	-	-	-	-
Lapsed during the year	(10,521,322)	0.519	(5,334,754)	0.578
Outstanding at 31 December	44,170,930	0.508	49,692,252	0.567
Exercisable at 31 December	44,170,930	0.508	49,692,252	0.567

The share options outstanding at 31 December 2022 had a weighted average remaining contractual life of 1.6 years (2021: 2.7 years). Maximum term of the options granted was 5 years from the grant date. The share options outstanding at 31 December 2022 had an exercise price of £0.42 (2021: £0.42).

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This estimate is based on a Black-Scholes model which is considered most appropriate considering the effects of the vesting conditions and expected exercise period.

The total number of options over ordinary shares outstanding at 31 December 2022 was as follows:

Exercise period	Number	Exercise price
18 September 2019 to 18 September 2024	28,056,857	£0.42
18 September 2019 to 4 February 2023*	8,150,320	£0.42
18 September 2019 to 3 April 2023*	2,963,753	£0.42
18 January 2022 to 18 January 2027	5,000,000	£0.42
Total	44,170,930	£0.42

*Options lapsed post year end.

Management Incentive Plan

On 18 September 2019, the Group adopted a new Management Incentive Plan ("MIP") whereby 56,805,258 share options exercisable at £0.42 per share and 21,494,198 restricted stock units ("RSUs") were granted to key management personnel ("KMPs") and other employees (subject to performance conditions for executives in the case of the RSUs). 33% of the share options and RSUs vested on 15 October 2019 (Tranche 1), 33% on 31 December 2019 and (in the case of RSUs subject to performance conditions) on 21 February 2020 (Tranche 2), and the remaining 33% of share options vested on 31 December 2020 subject to a vesting condition of continued employment by the Group. On 15 April 2021, 5,308,640 RSUs (Tranche 3) vested following final determination by the remuneration committee of the extent to which performance criteria had been achieved, in the case of awards subject to performance conditions. RSUs not subject to performance conditions in Tranche 3 vested at the same time.

On 22 April 2021, a further 2,122,466 RSUs were granted to KMPs and other employees which vested immediately on this date. As a result, a total share-based payment charge of US$1.3 million was recognised during 2021, US$0.5 million of which related to the remaining Tranche 3 RSUs and US$0.8 million to the additional RSUs granted on 22 April 2021.

There was no exercise of share options during 2021, however 5,334,754 share options lapsed due to two employees leaving the Company during the year.

On 18 January 2022, a further 5,000,000 share options exercisable at £0.42 per share were granted to the Company's Chief Executive Office which vested immediately on this date. As a result, a total share-based payment charge of $0.4 million was recognised during 2022.

There was no exercise of share options during 2022, however 10,521,322 share options lapsed due to employees leaving the Company during the year. A further 11,114,073 share options lapsed between the year-end date and the date of this report.

22 (d) Convertible loan note reserve

The convertible loan note reserve represents the equity component of convertible loan notes issued by the Company. Refer to Note 25 for further information.

	2022	2021
	US$'000	US$'000
At 1 January	1,420	2,493
Modification of convertible loan notes	-	(1,073)
At 31 December	1,420	1,420

22 (e) Own shares reserve

The own shares reserve represents the nominal value of equity shares that have been repurchased by the company. The movement in the reserve is as follows:

	2022	2021
	US$'000	US$'000
At 1 January	(132)	(216)
Transfer of treasury shares	28	84
At 31 December	(104)	(132)

23. Provision for environmental obligations

The provision for environmental obligations relates to the Kapan mine in Armenia. According to Armenian legislation and licence agreements, the Company is committed to restoring working areas on the mine, including decommissioning of plant and securing of the tailings dam. Movements in the provision are as follows:

	2022	2021
	US$'000	US$'000
At 1 January	10,521	7,479
Change in provision	(2,313)	1,566
Unwinding of discount	1,291	705
Reclassification to deferred expenses	-	-
Effect of currency translation	2,208	771
At 31 December	11,707	10,521

Further details relating to the calculation of the balance as at 31 December 2022 are as follows:

	31/12/2022	31/12/2021
Discount rates	11.98%	9.91%
Provision settlement date	31/12/2028	31/12/2027
Estimated undiscounted cash flow required to settle the provision	US$14.1 million	US$14.1 million

24. Reconciliation of liabilities

	Convertible loans	Contract liabilities	Lease liabilities	Other loans	Total
Liabilities from financing activities	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2021	23,252	5,328	1,425	53,347	83,352
Cash flows:
Cash proceeds	-	-	-	-	-
Payment of interest	-	-	-	(2,295)	(2,295)
Payment of principal amount	-	-	-	(9,800)	(9,800)
Lease payments	-	-	(674)	-	(674)
Net proceeds	-	-	(674)	(12,095)	(12,769)
Non-cash items:
Loan modification	(1,420)	-	-	8	(1,412)
Converted to equity	-	-	-	(22,117)	(22,117)
Interest accrued	3,793	204	128	2,184	6,309
Settlement of interest against receivables	-	(120)	-	-	(120)
Amounts recognised as revenue during the year	-	(3,250)	-	-	(3,250)
Effect of currency translation		217	99	1	317
Total liabilities from financing activities at 31 December 2021	25,625	2,379	978	21,328	50,310
Non-current	-	-	732	9,688	10,420
Current	25,625	2,379	246	11,640	39,890
Cash flows:
Cash proceeds	-	3,000	-	6,000	9,000
Payment of interest	-	-	-	(1,633)	(1,633)
Payment of principal amount	-	-	-	(9,500)	(9,500)
Lease payments	-	-	(709)	-	(709)
Net proceeds	-	3,000	(709)	(5,133)	(2,842)
Non-cash items:
Additions	-		578	-	578
Loan modification	(321)	-	-	-	(321)
Lease modification	-	-	124	-	124
Interest accrued	3,899	117	123	1,605	5,744
Settlement of interest against receivables	-	(50)	-	-	(50)
Reversal of lease payable	-	-	(123)	-	(123)
Amounts recognised as revenue during the year	-	(2,026)	-	-	(2,026)
Effect of currency translation		300	215	7	522
Total liabilities from financing activities at 31 December 2022	29,203	3,720	1,185	17,806	51,915
Non-current	-	-	885	-	885
Current	29,203	3,720	300	17,806	51,030

25. Convertible loan notes

During the year no new convertible loan notes were issued, however the maturity date was extended by 9 months from 31 October 2022 to 31 July 2023. The conversion price of the notes remained at £0.30 per share. The only other transaction during the year was accrued interest of US$3.9 million (2021: US$3.8 million).

2022 Notes	US$'000
At 31 December 2020	23,252
Cash proceeds	-
Transaction costs	-
Net proceeds	-
Loan modification	(1,420)
Accrued interest	3,793
At 31 December 2021	25,625
Cash proceeds	-
Transaction costs	-
Net proceeds	-
Loan modification	(321)
Accrued interest	3,899
At 31 December 2022	29,203

The number of shares to be issued on conversion is fixed. There are no covenants attached to the convertible loan notes.

The 2021 notes accrued interest at 10% p.a. until 30 April 2020 and then at a rate of 12% p.a. until 31 October 2021. The notes are secured on the shares of the Group's principal operating subsidiary, Chaarat Zaav CJSC via the intermediate holding company Zaav Holdings Limited.

On 21 October 2021, the maturity date of the convertible loan notes was extended from 31 October 2021 to 31 October 2022 and the conversion price reduced from £0.37 to £0.30 per share, which was treated as a substantial modification for accounting purposes. The coupon interest rate remains at 12% p.a.

The value of the liability and equity conversion component was reassessed at the date of the modification. The fair value of the liability component was calculated using a market interest rate of 15% for an equivalent instrument without conversion option.

In October 2022, the maturity date of the conversion loan notes was extended by a further 9 months from 31 October 2022 to 31 July 2023 and accrued interest of US$9.2 million was capitalised as at 31 October 2022, which increased the principal value of the notes to US$28.9 million. The extension was treated as a non substantial modification for accounting purposes. The coupon interest rate remains at 12% p.a. Further, a one off restructuring fee equal to 1% of the original principal amount of the notes became payable to the holders at this date.

As the notes fall due in July 2023, they have been classified as current liabilities at 31 December 2022.

26. Contract liabilities

The movements in the Group's contract liabilities for the year are presented below:

	2022	2021
	US$'000	US$'000
At 1 January	2,379	5,328
Cash received in advance of performance	3,000	-
Interest on contract liabilities	117	204
Settlement of interest against receivables	(50)	(120)
Amounts offset against revenue during the year	(2,026)	(3,250)
Effect of currency translation	300	217
At 31 December	3,720	2,379
Non-current	-	-
Current	3,720	2,379

The contract liabilities balance relates to prepayments received from one of Chaarat Kapan's customers for the future sale of concentrates. The prepayments accrue interest at a rate defined in the sales contract of 6-month SOFR plus 5% p.a. and are settled by way of deduction against future outstanding invoices.

27. Trade and other payables

Trade and other payables at 31 December consisted of the following:

	2022	2021
	US$'000	US$'000
Trade payables	16,541	27,799
Social security and employee taxes	2,305	1,951
Accruals	868	967
As at 31 December	19,714	30,717

Trade and other payables are all unsecured.

28. Leases

The Group's leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets and leases with a duration of 12 months or less.

The Group leases equipment and land in the jurisdictions from which it operates, the most notable being the land that is leased in Armenia. Certain items of property, plant and equipment are also leased in the Kyrgyz Republic which contain variable payments over the lease terms, therefore these leases do not fall within the scope of IFRS 16, and right-of-use assets and lease liabilities are not recognised as a result.

The movements in the Group's right-of-use assets and lease liabilities for the year are presented below:

Right-of-use assets
	Land	Property	Equipment	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2021	808	-	460	1,268
Depreciation charge	(114)	-	(476)	(590)
Effect of translation to presentation currency	66		19	85
At 31 December 2021	760	-	3	763


	Land	Property	Equipment	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2022	760	-	3	763
Additions	-	-	578	578
Lease modification	97	-	-	97
Depreciation charge	(132)	-	(579)	(711)
Effect of translation to presentation currency	165		(2)	163
At 31 December 2022	890	-	-	890
Lease liabilities
	Land	Property	Equipment	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2021	859	-	566	1,425
Interest expense	97	-	31	128
Lease payments	(189)	-	(485)	(674)
Effect of translation to presentation currency	72	-	27	99
At 31 December 2021	839	-	139	978


	Land	Property	Equipment	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2022	839	-	139	978
Additions	-	-	578	578
Interest expense	86	-	36	122
Lease payments	(217)	-	(491)	(708)
Reversal of lease payable	-	-	(123)	(123)
Lease modification	124	-	-	124
Effect of translation to presentation currency	184	-	30	214
At 31 December 2022	1,016	-	169	1,185

The maturity of the gross contractual undiscounted cash flows due on the Group's lease liabilities is set out below based on the period between 31 December and the contractual maturity date.

	Within 6 months	6 months to 1 year	1 to 5 years	Over 5 years	Total at 31 December 2022
	US$'000	US$'000	US$'000	US$'000	US$'000
Land leases	120	121	935	230	1,405
Equipment leases	169	-	-	-	169
Total	289	121	935	230	1,574

	Within 6 months	6 months to 1 year	1 to 5 years	Over 5 years	Total at 31 December 2021
	US$'000	US$'000	US$'000	US$'000	US$'000
Land leases	98	99	774	189	1,160
Equipment leases	139	-	-	-	139
Total	237	99	774	189	1,299

As at 31 December 2022, the gross contractual discounted cash flows due on the Group's lease liabilities amounts to US$1.2 million (2021: US$1.0 million).

The discount rate used in calculating the lease liabilities is the rate implicit in the lease, unless this cannot readily be determined, in which case the Group's incremental rate of borrowing is used instead. In 2022, a discount rate of 12% per annum has been used to calculate the Group's lease liabilities for its land and equipment leases.

29. Other loans

Other loans at 31 December consisted of the following:

	Borrowings	WC Facility	Other Borrowings	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2022	19,286	-	2,042	21,328
Borrowing attracted in cash	-	6,000	-	6,000
Interest accrued	1,281	149	175	1,605
Payment of interest in cash	(1,429)	(56)	(148)	(1,633)
Payment of principal amount in cash	(9,500)	-	-	(9,500)
Effect of currency translation	4	15	(13)	7
At 31 December 2022	9,642	6,108	2,056	17,806
Non-current	-	-	-	-
Current	9,642	6,108	2,056	17,806

Borrowings

On 30 January 2019, the documentation was finalised for the Kapan Acquisition Financing totalling US$40 million, which is syndicated with Ameriabank CJSC (US$32 million), HSBC Bank Armenia CJSC (US$5 million) and Ararat Bank OJSC (US$3 million). The loan incurs interest at LIBOR plus 8% and was originally repayable through quarterly payments over a four-year period however in July 2021, the maturity date of the facility was extended from 31 January 2023 to 2 October 2023.

This bank financing has certain covenants attached to it that the Group needs to adhere to. Two covenants of the loan were not satisfied during the year. Social spending should not exceed US$0.3 million per year with 2022 totalling US$0.5 million. The minimum cash balance at year end should not be less than US$1.0 million with cash on hand at year end totalling US$0.1 million. Ameriabank waived the non-compliance for not meeting the covenants and decided not to apply any waiver fees.

WC Facility

In 2022, the Company entered into two new agreements with Ameriabank CJSC totalling US$6.0 million. This included a line of credit agreement with a maximum limit of US$4.0 million on August 12, 2022. The loan incurs interest at an annual floating interest rate of 11% and is repayable through quarterly instalments starting from January 20, 2023. An additional loan agreement was entered on November 11, 2022 for US$2.0 million. The loan interest rate is 12.5% per annum and the principal is repayable through two equal instalments on July 17, 2023 and October 2, 2023.

Other borrowings

Other borrowings include an amount owing to one of Chaarat Kapan's customers in respect of prepayments for the future sale of concentrates. The prepayments accrue interest at 1-month LIBOR plus 6% p.a. and are expected to be settled in cash in accordance with a repayment schedule defined in the sales contract. The prepayments can be requested upon notice and therefore are repayable on demand.

The contractual maturities of other loans (representing undiscounted cash-flows) are disclosed in Note 34.

30. Warrant financial liability

In October 2020, as compensation for the extension option of the Investor Loan, 8,920,341 warrants were issued with an exercise price of £0.26, expiring on 5 October 2023. The warrants are revalued at each reporting date. In 2022, a fair value gain of US$0.4 million was recognised in profit or loss due to a decline in the share price. The movement in the balance is set out below:

	2022	2021
	US$'000	US$'000
At 1 January	380	814
Issue of warrants	-	-
Fair value gain	(367)	(434)
As at 31 December	13	380

The warrants to purchase ordinary shares remain outstanding at 31 December 2022 as follows:

	2022		2021
Expiry date	Number of Warrants	Exercise price (£)	Number of Warrants	Exercise price (£)
5 October 2023	8,920,342	0.26	8,920,342	0.26
Total	8,920,342	0.26	8,920,342	0.26

The estimated fair value of the warrants was measured based on the Black-Scholes model. The inputs used in the calculation of the fair value of the warrants at 31 December 2022, using an exchange rate of 1.21, were as follows:

	31 December 2022
Fair value	US$0.001
Share price	US$0.13
Weighted average exercise price	US$0.31
Expected volatility	59.33%
Expected life	0.63 years
Expected dividend yield	0.00%
Risk-free interest rate	4.75%

The expected volatility is based on the historical share price of the Company.

31. Other provisions for liabilities and charges

Other provisions for liabilities and charges relate mainly to employment disputes in Armenia ("Legal Claims Provision") of US$0.7 million at 31 December 2022 (2021: US$1.2 million) and a legal claim of US$1.3 million at 31 December 2022 (2021: US$1.3 million) that was charged against Chaarat in the Kyrgyz Republic whereby compensation for agricultural losses was demanded ("Land Provision"). US$0.8 million of the employment dispute provision was covered by an indemnity included in the original Kapan acquisition agreement. At 31 December 2021, the Directors considered recoverability virtually certain and accordingly recognised a corresponding within other receivables, however this has subsequently been written-off at 31 December 2022 as recoverability is no longer virtually certain.

The provisions have been recognised as, based on the Group's legal views, it is considered probable that an outflow of resources will be required to settle the disputes, however there is uncertainty around the timing of payments to be made. There are no expected reimbursements relating to these provisions.

The movement in provisions in 2022 is as follows:

	Legal Claims Provision	Land Provision	Other Provision	Total
	US$'000	US$'000	US$'000	US$'000
At 1 January 2022	1,207	1,342	205	2,754
Change in provision	535	-	-	535
Settlement of provision in cash	(1,227)	-	-	(1,227)
Foreign exchange on conversion	193	(15)	(1)	177
At 31 December 2022	708	1,327	204	2,239

32. Related party transactions

Remuneration of key management personnel

Remuneration of key management personnel is as follows:

	2022	2021
	US$'000	US$'000
Short term employee benefits	1,758	1,618
Termination benefits	-	575
Share-based payments charge	373	856
Total	2,131	3,049

Included in the above key management personnel are 8 directors and 2 key managers (2021: 8 and 2)

The Company issued 247,368 ordinary shares of US$0.01 each in the company to Mike Fraser as a sign on bonus. Due to human error, one of the MMQs used to calculate the three-day average MMQ was incorrect which resulted in 255,935 shares being issued to the CEO rather than 247,368. The CEO rectified this by paying the Company a cash subscription price for the additional 8,567 shares at the three-day average MMQ.

Short-term employee benefits totalling US$312,500 have not yet been paid to Mr Andersson ($US175,000) and Mr Fraser ($US137,500).

Entities with significant influence over the Group

At 31 December 2022, Labro Investments Limited, Chaarat's largest shareholder, owned 44.77% (2021: 44.17%) of the ordinary US$0.01 shares in Chaarat ("Ordinary Shares") and US$1.47 million of 12% secured convertible loan notes which, assuming full conversion of principal and interest to maturity on 31 July 2023, are convertible into 3,947,260 Ordinary Shares.

There were no share issues to Labro in 2022. In 2021, for all share issues to Labro, the independent directors of the Company considered, having consulted with the Company's nominated adviser at the time of the transactions, that the terms were fair and reasonable insofar as the Company's shareholders are concerned.

33. Commitments and contingencies

Capital expenditure commitments

The Company had a commitment of US$0.6 million at 31 December 2022 (2021: US$4.9 million) in respect of capital expenditure contracted for but not provided for in these financial statements.

Lease liability commitments

Details of lease liability commitments are set out in Note 28.

Licence retention fee commitments

The Company has calculated a commitment of US$0.10 million at 31 December 2022 (2021: US$0.10 million) in respect of licence retention fees not provided in these financial statements. The amount to be paid will be determined by the Kyrgyz authorities and is not payable until a demand for payment is received by the Company. No demand in respect of extant licences had been received at the date of these financial statements.

Licence agreements

There are minimum expenditure commitments under the exploration and mining licence agreements. These minimum levels of investment have always been achieved. The commitment recognised in 2022 is US$0.10 million (2021: US$0.06 million).

34. Financial instruments and financial risk management

The Group is exposed to a variety of financial risks which result from its operating activities. The Group's risk management is coordinated by the executive Directors, in close co-operation with the Board of Directors, and focuses on actively securing the Group's short to medium term cash flows by minimising the exposure to financial markets. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below.

Categories of financial instruments

	2022	2021
Financial assets measured at fair value	US$'000	US$'000
Trade and other receivables	10,666	22,247
Total financial assets	10,666	22,247

Financial liabilities measured at amortised cost
Trade and other payables	17,408	28,766
Contract liabilities	3,720	2,379
Lease liabilities	1,185	978
Other loans	17,806	21,328
Convertible loan notes	29,203	25,625
Financial liabilities measured at fair value through profit or loss
Warrant financial liability	13	380
Total financial liabilities	69,337	79,456

Credit risk

Credit risk is the risk that a customer may default or not meet its obligations to the Group on a timely basis, leading to financial losses to the Group. The Group's financial instruments that are potentially exposed to concentration of credit risk consist primarily of cash and cash equivalents.

Trade accounts receivable at 31 December 2022 are represented by provisional copper and zinc concentrate sales transactions. A significant portion of the Group's trade accounts receivable is due from reputable export trading companies. With regard to other loans and receivables the procedures of accepting a new customer include checks by a security department and responsible on-site management for business reputation, licences and certification, creditworthiness, and liquidity. Generally, the Group does not require any collateral to be pledged in connection with its investments in the above financial instruments. Credit limits for the Group as a whole are not set up. In line with 2021, COVID-19 did not significantly impact the credit risk of the Group's customers in 2022 and therefore no changes were required to the Group's credit risk management in response to the pandemic.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit rating agencies. The major financial assets at the balance sheet date other than trade accounts receivable presented in Note 21 are cash and cash equivalents at 31 December 2022 of US$0.6 million (2021: US$11.1 million).

Market risk

Market risk arises from the Group's use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) or foreign exchange rates (currency risk). The Group's financial instruments affected by market risk include bank deposits, trade and other receivables and trade payables.

The Group holds short term bank deposits on which short term fluctuations in the interest rate receivable are to be expected but are not deemed to be material.

Foreign currency risk

The Group carries out expenditure transactions substantially in US dollars (USD), Armenian Dram (AMD), British Pounds (GBP) and Kyrgyz Som (KGS). Equity fund-raising has taken place mainly in US dollars, with debt denominated in US dollars as well. Any resulting gains or losses are recognised in the income statement.

Foreign currency risk arises principally from the Group's holdings of cash in GBP.

The Group's presentation and subsidiary's functional currency is the US dollar, except for Chaarat Kapan, which has a functional currency of AMD.

To mitigate the Group's exposure to foreign currency risk, cash holdings are maintained to closely represent the expected short-term profile of expenditure by currency. Apart from these resultant offsets, no further hedging activity is undertaken.

As at 31 December the Group's net exposure to foreign exchange risk was as follows:

Net foreign currency financial assets/(liabilities)
	2022	2021
	US$'000	US$'000
GBP	279	5,866
AMD	(8)	(3)
KGS	219	268
Other	(10)	(7)
Total net exposure	480	6,124

The table below sets out the impact of changes in exchange rates on the financial assets of the Group due to monetary assets denominated in GBP, AMD, and KGS, with all other variables held constant:

US$ '000	2022 Move (%)	Income statement Profit/(loss)	Equity	2021 Move (%)	Income statement Profit/(loss)	Equity
Fall in value of GBP vs US$	5	15	15	5	309	309
Increase in value of GBP vs US$	5	(13)	(13)	5	(279)	(279)
Fall in value of AMD vs US$	5	-	-	5	-	-
Increase in value of AMD vs US$	5	-	-	5	-	-
Fall in value of KGS vs US$	10	24	24	10	30	30
Increase in value of KGS vs US$	10	(20)	(20)	10	(24)	(24)

The percentage change for each currency represents management's assessment of the reasonable possible exposure given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for the future.

Fair value of financial instruments

The fair value of the Group's financial instruments at 31 December 2022 and 2021 did not differ materially from their carrying values. In both 2022 and 2021 all financial instruments are valued under a Level 3 hierarchy.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to settle its liabilities as they fall due.

The Group's liquidity position is carefully monitored and managed. The Group manages liquidity risk by maintaining detailed budgeting, cash forecasting processes and matching the maturity profiles of financial assets and liabilities to help ensure that it has adequate cash available to meet its payment obligations.

The Group, at its present stage, generates sales revenue from the mining operations in Armenia. The Company still relies on financing its operations through the issue of equity share capital and debt in order to ensure sufficient cash resources are maintained to meet short-term liabilities. The Group aims to mitigate liquidity risk by monitoring availability of funds in relation to forecast expenditures in order to ensure timely fundraising. Funds are raised in discrete tranches to finance activities for limited periods. Funds surplus to immediate requirements are placed in liquid, low risk investments. The Group has prepared financial forecasts for the foreseeable future, and these indicate that the Group should be able to operate and continue to grow within the level of its current working capital availability.

The Group's ability to raise finance is partially subject to the price of gold, from which sales revenues are derived. There can be no certainty as to the future gold price.

The following table details the Group's remaining contractual maturity for its financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.

At 31 December 2022	Up to 3 months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US$'000	US$'000	US$'000	US$'000	US$'000
Trade and other payables	19,714	-	-	-	-
Contract liabilities	-	3,720	-	-	-
Lease liabilities	231	180	240	693	230
Other loans	3,351	15,314	-	-	-
Convertible loan notes	-	31,672	-	-	-
Total	23,296	50,887	240	693	230

At 31 December 2021	Up to 3 months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US$'000	US$'000	US$'000	US$'000	US$'000
Trade and other payables	30,717	-	-	-	-
Contract liabilities	-	2,379	-	-	-
Lease liabilities	175	162	196	577	189
Other loans	3,072	9,425	10,223	-	-
Convertible loan notes	-	28,777	-	-	-
Total	33,964	40,743	10,419	577	189

As a result of the maturity date extension that took place in 2022, the Group's convertible loan notes are repayable on 31 July 2023.

35. Post balance sheet events

Letter of Intent and Preliminary Investment Agreement

Non-binding Letter of Intent and indicative term sheet signed on the 17 May 2023 with Xiwang International Company Limited for a potential equity investment of US$250 million. This was followed by a Preliminary Investment Agreement signed on 31 May 2023.

Working Capital Facility

During 2023, working capital facility arrangements were put in place with a short-term loan provider . As at 31 May 2023, US$2.0 million had been drawn down on the facility with a further US$2.0 million available to the company on the working capital facility. The working capital facility is incurring interest at 12% per annum and is repayable by 31 September 2023, unless otherwise agreed by both parties.

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Companies

Chaarat Gold Holdings Ltd. (DI) (CGH)

Monday, 29th April 2024

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