Endeavour Reports Strong Q3-2021 Results; Well ...

Endeavour Reports Strong Q3-2021 Results; Well Positioned to Beat Full Year Production Guidance

ENDEAVOUR REPORTS STRONG Q3-2021 RESULTS
WELL POSITIONED TO BEAT FULL YEAR PRODUCTION GUIDANCE

OPERATIONAL AND FINANCIAL HIGHLIGHTS 

  • Q3-2021 production of 382koz at an AISC of $904/oz; YTD production of 1,138koz at an AISC of $875/oz
  • Group is well positioned to beat FY-2021 production guidance of 1,365-1,495koz at AISC within $850-900/oz guidance
  • Adjusted Net Earnings of $153m or $0.61/share in Q3-2021; $429m or $1.81/share year to date
  • Operating Cash Flow before working capital of $326m or $1.30/share in Q3-2021; $875m or $3.69/share year to date
  • Healthy balance sheet at quarter-end with Net Debt of $70m, despite having returned $105m to shareholders, and Net Debt to adjusted EBITDA leverage ratio of 0.05x
SHAREHOLDER RETURNS PROGRAMME

  • Payment of H1-2021 interim dividend of $70m on 28 September 2021; well positioned to deliver more than the minimum committed dividend of $125m for the full year
  • Share buybacks continue to supplement shareholder returns with a total of $94m of shares repurchased since April 2021,  $35m of which were repurchased in Q3-2021
ORGANIC GROWTH 
  • Construction of Sabodala-Massawa Phase 1 expansion on schedule for completion by year-end; DFS underway for Sabodala-Massawa Phase 2 expansion, Fetekro and Kalana projects
  • Group on track to discover over 2.5Moz of Indicated resources in 2021 with resource updates expected to be published in in Q4-2021; Group is targeting to discover 15-20Moz of Indicated resources over next 5 years    

London, 11 November 2021 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) ('Endeavour' or the 'Group' or the 'Company') is pleased to announce its operating and financial results for Q3-2021, with highlights provided in Table 1 below. Management will host a conference call and webcast on Thursday 11 November, at 8:30 am ET / 1:30 pm GMT. For instructions on how to participate, please refer to the conference call and webcast section at the end of the news release.

Table 1: Consolidated Highlights1

All amounts in US$ million, unless otherwise stated THREE MONTHS ENDED NINE MONTHS ENDED    
30 September 2021 30 June 2021 30 September 2020 30 September 2021 30 September 2020 Δ YTD-2021 vs. YTD-2020  
 
OPERATING DATA              
Gold Production, koz 382 409 244 1,138 565 +101%  
All-in Sustaining Cost2, $/oz 904 853 906 875 911 (4)%  
Realised Gold Price, $/oz 1,763 1,791 1,841 1,769 1,714 +3%  
CASH FLOW FROM CONTINUING OPERATIONS3              
Operating Cash Flow before Changes in WC 326 286 195 875 366 +139%  
Operating Cash Flow before Changes in WC2, $/sh 1.30 1.13 1.20 3.69 2.85 +29%  
Operating Cash Flow 312 300 182 819 335 +144%  
Operating Cash Flow2, $/sh 1.25 1.19 1.12 3.46 2.61 +33%  
PROFITABILITY FROM CONTINUING OPERATIONS3              
Net Earnings Attributable to Shareholders2 114 127 52 327 30 +990%  
Net Earnings per Share, $/sh 0.45 0.50 0.32 1.38 0.24 +475%  
Adjusted Net Earnings Attributable to Shareholders2 153 183 81 429 154 +179%  
Adjusted Net Earnings per Share2, $/sh 0.61 0.73 0.49 1.81 1.20 +51%  
EBITDA2 344 363 203 1,041 327 +218%  
Adjusted EBITDA2 370 400 225 1,076 432 +149%  
SHAREHOLDER RETURNS              
Shareholder dividends paid 70 130 n.a.  
Share buyback (commenced in Q2-2021) 35 59 94 n.a.  
FINANCIAL POSITION HIGHLIGHTS              
Net Debt/(Net Cash)2 70 77 175 70 175 (60)%  
Net (Cash)/Debt / Adjusted EBITDA (LTM) ratio2,4 0.05 0.07 0.29 0.05 0.29 (83)%  
1 All amounts include Teranga assets from 10 February 2021 and SEMAFO assets from 1 July 2020. 2This is a non-GAAP measure. Refer to the non-GAAP measure section of the Management Report. 3From Continuing Operations excludes the Agbaou mine which was divested on 1 March 2021. 4LTM means last twelve months.  

Sebastien de Montessus, President and CEO, commented: “Following a strong third quarter performance, we are on track to achieve a record year. We are now well positioned to beat the top end of our 1.5Moz full year production guidance at an AISC within the guided range. 

Given this strong performance we expect to generate well in excess of $1 billion in operating cash flow for the full year, which has already significantly improved our balance sheet strength and bolstered our ability to reward shareholders.

Having already returned $224 million in dividends and share buybacks this year, and considering our near zero Net Debt to adjusted EBITDA leverage ratio, we expect to continue to supplement our shareholder return programme with further share buybacks and deliver more than the guided minimum dividend of $125 million for the full year.

Our growth pipeline continues to develop with the Sabodala -Massawa phase 1 expansion on track for completion in Q4-2021. Additionally, our Definitive Feasibility Studies are progressing well for the Sabodala -Massawa Phase 2 expansion, the Fetekro and Kalana projects.

We continue to demonstrate exploration success, with the Group on track to delineate over 2.5 million ounces of Indicated resources in 2021, significantly more than the expected annual depletion. Looking forward, we expect to unlock significant additional value by delivering on our recently published 5-year exploration strategy targeting the discovery of 15 to 20 million ounces of Indicated resources.

Following our successful listing on the premium-segment of the London Stock Exchange in June, we were pleased to enter the FTSE indexes in September which positions us well to attract a wider investor pool.

There is strong momentum across our business and we look forward to continuing to drive our strategy forward.”

ON TRACK TO BEAT FY-2021 PRODUCTION GUIDANCE

  • Strong year to date production of 1,138koz at an AISC of $875/oz positions the Group well to beat the top end of its FY-2021 production guidance of 1,365-1,495koz at an AISC within its guidance of $850-900/oz.
  • Group outperformance is led by the Houndé, Ity, Sabodala-Massawa and Mana mines where full year production is expected to be near or above the top end of their respective guidances, while the other mines are tracking within guidance. In addition, the Company is benefiting from the successful rapid integration of the Teranga Gold assets and associated synergies.

Table 2: YTD-2021 Performance vs. FY-2021 Guidance

  YTD-2021 2021 FULL YEAR GUIDANCE
Production, koz 1,138 1,365 1,495
AISC, $/oz 875 850 900

UPCOMING CATALYSTS

The key upcoming expected catalysts are summarised in the table below.

Table 3: Key Upcoming Catalysts

TIMING CATALYST  
Q4-2021 Exploration Resource updates at Sabodala-Massawa, Houndé, Ity and Fetekro
Q4-2021 Sabodala-Massawa Completion of Phase 1 plant upgrades
Q1-2022 Sabodala-Massawa Completion of Definitive Feasibility Study for Phase 2
Q1-2022 Fetekro Completion of Definitive Feasibility Study
Q1-2022 Shareholder Returns H2-2021 dividend
Q1-2022 Kalana Completion of Definitive Feasibility Study

SHAREHOLDER RETURNS PROGRAMME

  • As disclosed on 7 June 2021, Endeavour has implemented a shareholder returns programme that is composed of a minimum progressive dividend that may be supplemented with additional dividends and buybacks, provided the prevailing gold price remains above $1,500/oz and that Endeavour’s leverage remains below 0.5x Net Debt / adjusted EBITDA.
  • Endeavour paid its previously announced H1-2021 interim dividend of $70 million on 28 September 2021, highlighting its strong commitment to paying supplemental shareholder returns.
  • Shareholder returns have also been supplemented through the Company’s share buyback programme. A total of $94 million or 4.15 million of shares have been repurchased since the start of the buyback programme on 9 April 2021, of which $35 million or 1.48 million shares were repurchased in Q3-2021.

FTSE RUSSELL INDEXATION

  • Following the completion of Endeavour’s premium listing on the London Stock Exchange (“LSE”) on 14 June 2021, positioning the Company as the largest pure-play gold producer listed on the premium segment of the LSE, Endeavour was assigned UK nationality status on 9 August 2021 by the FTSE Russell group for indexation purposes.
  • Subsequent to the successful nationality and liquidity review period, Endeavour was included in the FTSE All Share, FTSE 250, FTSE 350 and FTSE 350 Lower Yield indexes as part of the FTSE Q3-2021 rebalancing, which became effective on 20 September 2021.

CASH FLOW AND LIQUIDITY SUMMARY

The table below presents the cash flow and Net Debt position for Endeavour for the three and nine month period ending 30 September 2021, with accompanying notes below.

Table 4: Cash Flow and Net Debt Position

    THREE MONTHS ENDED NINE MONTHS ENDED
In US$ million unless otherwise specified   30 September 2021 30 June,
2021
30 September 2020 30 September 2021 30 September 2020
Net cash from (used in), as per cash flow statement:            
Operating cash flows before changes in working capital from continuing operations   326    286    195    875    366   
Changes in working capital   (14)   15    (13)   (56)   (30)  
Cash generated from/(used by) discontinued operations   —    —    19    (9)   49   
Cash generated from operating activities [1] 312    300    201    810    385   
Cash (used in)/generated from investing activities [2] (137)   (137)   42    (379)   (64)  
Cash (used in)/generated from financing activities [3] (233)   (192)   (74)   (360)   10   
Effect of exchange rate changes on cash   (15)   (7)     (25)    
(DECREASE)/INCREASE IN CASH   (73)   (35)   172    46    333   
Cash position at beginning of period   833    868    352    715    190   
CASH POSITION AT END OF PERIOD [4] 760    833    523    760    523   
Equipment financing   —    —    (58)   —    (58)  
Convertible senior bond   (330)   (330)   (330)   (330)   (330)  
Drawn portion of corporate loan facility [5] (500)   (580)   (310)   (500)   (310)  
NET DEBT POSITION [6] 70    77    175    70    175   
Net Debt / Adjusted EBITDA (LTM) ratio1 [7] 0.05  x 0.07  x 0.29  x 0.05  x 0.29  x

1 Net Debt and Adjusted EBITDA are Non-GAAP measures. Refer to the non-GAAP measure section of the Management Report.

NOTES:

1) Operating cash flows increased by $11.4 million from $300.5 million (or $1.19 per share) in Q2-2021 to $311.9 million (or $1.25 per share) in Q3-2021 mainly due to less income taxes paid and less foreign exchange losses incurred, which was offset slightly by lower gold sales at a lower realised gold price and a decrease in working capital. Operating cash flow before working capital increased by $40.2 million from $285.7 million (or $1.13 per share) in Q2-2021 to $325.9 million (or $1.30 per share) in Q3-2021. Notable variances are summarised below:

  • Income taxes paid decreased by $51.0 million over Q2-2021 to $55.5 million in Q3-2021, as higher income taxes paid in Q2-2021 were reflective of the timing of provisional payments for 2021 based on full year 2020 earnings and the tax payments upon filing of the 2020 tax returns.
  • Gold sales decreased by 28koz over Q2-2021 to 392koz in Q3-2021 due to lower ounces produced and sold at the Ity, Wahgnion and Karma mines. The realised gold price for Q3-2021 was $1,763/oz compared to $1,791/oz for Q2-2021. Total cash cost per ounce increased from $729/oz in Q2-2021 to $743/oz in Q3-2021 due to higher costs at the Ity, Mana, Wahgnion and Karma mines.
  • Working capital decreased by $14.0 million in Q3-2021 mainly due to a decrease in accounts payable at Boungou, Ity and Mana, which was partially offset by a decrease in inventories resulting from the unwinding of the fair value adjustment to stockpiles at the Sabodala-Massawa and Wahgnion mines recognised upon acquisition. There was also a decrease in inventory stockpiles and finished good balances at Houndé, Ity, Sabodala-Massawa and Wahgnion.
  • Acquisition and restructuring costs decreased by $12.7 million to $1.8 million in Q3-2021 from $14.5 million in Q2-2021, related to the Teranga acquisition and integration as well as restructuring costs

2) Cash flows used by investing activities of $136.8 million in Q3-2021 remained consistent with the prior quarter. Sustaining and growth capital expenditures increased while non-sustaining capital expenditure decreased slightly, as described below:

  • Sustaining capital from continuing operations increased by $13.0 million from $41.5 million in Q2-2021 to $54.5 million in Q3-2021 due to higher sustaining capital at Houndé, Sabodala-Massawa and Wahgnion primarily due to planned waste capitalisation.
  • Non-sustaining capital from continuing operations decreased from $58.3 million in Q2-2021 to $41.5 million in Q3-2021, due to decreases at Houndé, Ity, Karma, Mana and Wahgnion mainly due to a reduction in TSF raise construction and reduced pre-stripping activities, which were partially offset by increases at Boungou due to pre-stripping and at Sabodala-Massawa due to relocation activities and infrastructure developments.
  • Growth capital spend decreased by $1.7 million from Q2-2021 to $10.9 million in Q3-2021 and primarily relates to the Sabodala-Massawa Phase 1 expansion with the remainder for ongoing Definitive Feasibility Studies (“DFS”) studies

3)   Cash flows used by financing activities increased by $41.1 million from $191.8 million in Q2-2021 to $232.9 million in Q3-2021, mainly due to minority and shareholder dividends paid of $99.8 million, and higher interest payments of $12.6 million, offset by a lower net repayment of long-term debt of $80.0 million than the previous quarter and a lower amount paid towards the buyback of the Company’s own shares of $34.6 million for the quarter.

4)   At quarter-end, Endeavour’s liquidity remained strong with $760.4 million of cash on hand and $300.0 million undrawn of the revolving credit facility.

5)   Endeavour's corporate loan facilities were increased from $430.0 million to $800.0 million in Q1-2021 to retire Teranga’s various higher cost debt facilities. In Q3-2021, $80.0 million was repaid on the facility with $500.0 million drawn on the facility at quarter-end. Following the quarter-end, Endeavour restructured its debt, as described in the below “Debt Refinancing Activity” section.

6)   Net Debt amounted to $69.6 million at quarter-end, a decrease of $7.5 million during the quarter despite shareholder dividend payments of $70.0 million and $34.6 million of shares repurchased. Net Debt increased by $144.3 million compared to the beginning of the year as approximately $332.0 million of Net Debt was absorbed from Teranga in Q1-2021.

7)   The Net Debt / Adjusted EBITDA (LTM) leverage ratio ended the quarter at a healthy 0.05x, down from 0.07x in Q2-2021, and well below the Company’s long-term target of less than 0.50x, which provides flexibility to continue to supplement its shareholder return programme while maintaining headroom to fund its organic growth. The ratio has improved by 83% from the corresponding period last year when the ratio stood at 0.29x.

DEBT REFINANCING ACTIVITY

  • On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes (the "Notes") due in 2026 with a 5.00% annual coupon paid semi-annually. The Company also entered into a new $500.0 million unsecured RCF agreement due in 2025 with an interest rate between 2.40 - 3.40% plus LIBOR depending on leverage (the "New RCF") with a syndicate of international banks. The proceeds of the Notes, together with the Group’s available cash, were used to repay all amounts outstanding under the Company's existing loan facilities and to pay fees and expenses in connection with the offering of the Notes. The New RCF will replace the bridge facility and existing RCF, which was cancelled upon completion of the Notes offering.
  • The New RCF and Notes will extend the maturities of the Company’s existing debt structure, while providing enhanced financial flexibility and ample liquidity headroom.
  • As part of the bond issuance process, Endeavour received issuer and bond ratings from S&P and Fitch of BB- stable and BB stable, respectively.

EARNINGS FROM CONTINUING OPERATIONS

The table below presents the earnings and adjusted earnings for Endeavour for the three and nine month period ending 30 September 2021, with accompanying notes below.

Table 5: Earnings from Continuing Operations

    THREE MONTHS ENDED NINE MONTHS ENDED
    30 September
2021
30 June
2021
30 September
2020
30 September
2021
30 September
2020
Revenue [8] 692    753    435    2,081    871   
Operating expenses [9] (257)   (278)   (166)   (789)   (346)  
Depreciation and depletion [9] (157)   (158)   (115)   (447)   (194)  
Royalties [10] (43)   (44)   (30)   (131)   (60)  
Earnings from mine operations   235    273    123    715    271   
Corporate costs [11] (12)   (16)   (5)   (42)   (15)  
Acquisition and restructuring costs [12] (2)   (15)   (19)   (29)   (26)  
Share-based compensation   (7)   (10)   (7)   (25)   (14)  
Exploration costs   (3)   (6)   (1)   (19)   (4)  
Earnings from operations   211    227    91    600    212   
(Loss)/gain on financial instruments [13] (20)   (15)   (26)     (101)  
Finance costs   (15)   (14)   (12)   (41)   (36)  
Other (expense)/income   (3)   (7)   23    (14)   23   
Earnings before taxes   173    191    75    553    98   
Current income tax expense [14] (40)   (44)   (53)   (157)   (72)  
Deferred income tax (expense)/recovery   —      41    (4)   34   
Net comprehensive earnings/(loss) from continuing operations [15] 133    149    64    392    61   
Add-back adjustments [16] 41    59    24    112    120   
Adjusted net earnings from continuing operations [17] 174    208    87    505    181   
Portion attributable to non-controlling interests   21    25      75    27   
Adjusted net earnings from continuing  operations attributable to shareholders of the Company [17] 153    183    81    429    154   
Earnings/(loss) per share from continuing operations   0.45    0.50    0.32    1.38    0.24   
Adjusted net earnings per share from continuing operations   0.61    0.73    0.49    1.81    1.20   

NOTES:

8) Revenue decreased by $61.7 million in Q3-2021 over Q2-2021 mainly due to lower gold sales at Ity, Karma and Wahgnion, together with a lower realised gold price for Q3-2021 of $1,763/oz compared to $1,791/oz for Q2-2021.

9) Operating expenses and depreciation and depletion decreased for Q3-2021 compared to Q2-2021 due to decreased levels of production at the Houndé, Ity, Karma and Wahgnion mines as well as due to a decrease in the value of the depreciation of inventory associated with the fair value adjustment on purchase price allocation of Teranga and Semafo.

10) Royalties remained flat in Q3-2021 at $42.5 million.

11) Corporate costs were $12.0 million for Q3-2021 compared to $15.9 million for Q2-2021. The decrease in corporate costs are primarily due to decreased costs associated with listing on the LSE incurred during Q2-2021.

12) Acquisition and restructuring costs were $1.8 million in Q3-2021 compared to $14.5 million in Q2-2021. Costs decreased in Q3-2021 compared to the prior period due to the completion of several integration projects in Q2-2021, after the acquisition of Teranga on 10 February 2021.

13) The loss on financial instruments was $20.0 million in Q3-2021 compared to a loss of $14.8 million in Q2-2021. The loss in Q3-2021 is mainly due to foreign exchange losses of $23.3 million that were offset slightly by a realized gain on forward contracts of $5.0 million and a gain on other financial instruments of $2.7 million. The loss in Q2-2021 was mainly due to the net impact of a loss on change in fair value of the warrant liabilities and call rights of $5.3 million and $7.0 million respectively, and foreign exchange losses of $7.2 million.

14) Current income tax expense was $40.4 million in Q3-2021 compared to $44.5 million in Q2-2021. Current income tax expense for Q3-2021 decreased slightly compared to Q2-2021 due to lower earnings before taxes as a result of lower ounces sold in Q3-2021 compared to Q2-2021.

15) Net comprehensive earnings were $132.5 million for Q3-2021 compared to $148.9 million in Q2-2021. The decrease in earnings was related to lower earnings from mine operations due lower gold sales at Ity, Karma and Wahgnion, together with a lower realised gold price for Q3-2021 of $1,763/oz compared to $1,791/oz for Q2-2021.

16) For Q3-2021, adjustments mainly included a loss on financial instruments of $20.0 million, share based compensation of $7.3 million, non-cash expense of inventory associated with the fair value adjustment on purchase price allocation of Teranga of $8.6 million, acquisition and restructuring costs of $1.8 million, deferred income tax expense of $0.2 million and other non-recurring expenses of $3.4 million. In Q2-2021, adjustments were primarily made up of a loss on financial instruments of $14.8 million, share based compensation of $9.8 million, non-cash expense of inventory associated with the fair value adjustment on purchase price allocation of SEMAFO and Teranga of $15.3 million, acquisition and restructuring costs of $14.5 million, deferred income tax recoveries of $2.2 million and other non-recurring expenses of $7.1 million.

17) Adjusted net earnings attributable to shareholders for continuing operations were $153.0 million (or $0.61 per share) in Q3-2021 compared to $183.1 million (or $0.73 per share) in Q2-2021.

OPERATIONS REVIEW SUMMARY

  • Continued strong safety record for the Group, with a Lost Time Injury Frequency Rate (“LTIFR”) of 0.21 for the trailing twelve months ending 30 September 2021.
  • The acquisition of Teranga Gold was completed on 10 February 2021 and the Sabodala-Massawa and Wahgnion assets have been consolidated into the financial statements from this date. The sale of Endeavour's non-core Agbaou mine closed on
    1 March 2021, and has been classified as a discontinued operation.
  • A better than expected performance was achieved in Q3-2021 due to outperformance notably at the Houndé and Sabodala-Massawa mines. Production decreased by 7% in Q3-2021 over Q2-2021 to 382koz mainly due to the rainy season, while AISC increased by $50/oz to $904/oz due to the rainy season and scheduled higher sustaining capital spend.
  • Production increased by 57% in Q3-2021 over Q3-2020, due to the full benefit of consolidated production from Sabodala-Massawa and Wahgnion and the strong operational performance notably at Ity, Houndé and Boungou, while Group AISC remained fairly flat.

Table 6: Consolidated Group Production

  THREE  MONTHS ENDED NINE MONTHS ENDED
(All amounts in koz, on a 100% basis) 30 September
2021
30 June
2021
30 September
2020
30 September
2021
30 September
2020
Boungou1 41    39    30    139    30   
Houndé 70    80    62    216    175   
Ity 61    79    44    212    152   
Karma 21    25    22    67    70   
Mana1 49    49    60    151    60   
Sabodala-Massawa2 106    96    —    241    —   
Wahgnion2 34    41    —    100    —   
PRODUCTION FROM CONTINUING OPERATIONS 382    409    219    1,126    488   
Agbaou2 —    —    25    13    77   
GROUP PRODUCTION 382    409    244    1,138    565   

1 Included for the post acquisition period commencing 1 July 2020. 2 Included for the post acquisition period commencing 10 February 2021. 3 Divested on 1 March 2021.

Table 7: Consolidated All-In Sustaining Costs 1

(All amounts in US$/oz) THREE  MONTHS ENDED NINE MONTHS ENDED
30 September
2021
30 June
2021
30 September
2020
30 September
2021
30 September
2020
Boungou1 800    950    752    795    752   
Houndé 921    741    865    833    966   
Ity 915    806    775    830    728   
Karma 1,259    1,070    1,073    1,162    949   
Mana1 1,029    1,016    896    996    896   
Sabodala-Massawa2 655    637    —    667    —   
Wahgnion2 1,097    980    —    964    —   
Corporate  G&A 23    25    22    26    30   
AISC FROM CONTINUING OPERATIONS 904    858    881    872    896   
Agbaou2 —    —    1,139    1,131    1,013   
GROUP AISC 904    853    906    875    911   

1 Included for the post acquisition period commencing 1 July 2020. 2 Included for the post acquisition period commencing 10 February 2021. 3 Divested on 1 March 2021.

OPERATING ACTIVITIES BY MINE

Boungou Gold Mine, Burkina Faso

Table 8: Boungou Performance Indicators (for the post acquisition period)

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 539    350    124      1,136    124   
Total tonnes mined, kt 7,126    8,346    294      22,144    294   
Strip ratio (incl. waste cap) 12.22    22.82    1.38      18.50    1.38   
Tonnes milled, kt 349    336    308      1,000    308   
Grade, g/t 3.76    3.84    3.15      4.34    3.15   
Recovery rate, % 95    93    94      95 94   
PRODUCTION, KOZ 41    39    30      139    30   
Total cash cost/oz 717    714    737      675    737   
AISC/OZ 800    950    752      795    752   

Q3-2021 vs Q2-2021 Insights

  • Production remained consistent with Q2-2021 as the greater throughput and recovery rate were offset by lower grades.
    • Total tonnes mined decreased in Q3-2021 following the accelerated mining activity in the first half of the year, due to the scheduled reduction in mining during the wet season and a lower strip ratio, as the focus was on ore mining in Phase 2 of the West Pit and waste stripping in the Phase 3 of the West and East pits. Ore mining was constrained to lower grade areas as the larger mining fleet was focused on waste extraction at the East pit. Mining activities continued to focus on the West pit Phase 2 and 3 with total tonnes of ore mined increasing as a result of the lower strip ratio and the benefit of mining on the top benches. Pre-stripping activities at the East pit continued during Q3-2021.
    • Tonnes milled increased in Q3-2021 relative to Q2-2021 as higher mill utilisation resulted from improved mining fragmentation of the ore, as well as the benefit of improvements made to the SAG mill, pebble crusher and vertical tower mill.
    • Average processed grades decreased in Q3-2021 as the mill feed continued to be sourced from the lower grade areas of the West Pit Phase 2, as the higher grade areas were targeted during the restart of mining activities in Q4-2020 and Q1-2021.
  • AISC per ounce decreased in Q3-2021 compared to Q2-2021 due to the decrease in sustaining capital resulting from less stripping at the West pit and a decrease in unit mining and processing costs due to improved mining fragmentation and shorter hauls associated with the near surface Phase 3 expansion.
  • Sustaining capital of $3.4 million mainly related to waste capitalisation at the West Pit and the third TSF wall raise.
  • Non-sustaining capital of $5.4 million related to pre-stripping at the East pit.

2021 Outlook

  • Boungou is expected to achieve the bottom half of the FY-2021 production guidance of 180 - 200koz, while AISC are expected to continue to trend above the guided $690 - 740 per ounce range as a result of higher fuel prices and increased security costs.
  • Plant feed is expected to continue to be sourced from the West Pit with waste stripping activities continuing at the East Pit through to the end of the year. Mill throughput and average processed grades are expected to remain broadly consistent with year to date performance in Q4-2021.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $19.0 million, of which $16.5 million has been incurred year to date. The non-sustaining capital spend outlook for FY-2021 also remains unchanged compared to the initial guidance of $22.0 million, of which $13.9 million has been incurred year to date.

Houndé Gold Mine, Burkina Faso

Table 9: Houndé Performance Indicators

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 596    1,399    1,231      3,620    3,204   
Total tonnes mined, kt 11,966    11,718    9,933      37,620    32,754   
Strip ratio (incl. waste cap) 19.07    7.38    7.07      9.39    9.22   
Tonnes milled, kt 1,142    1,108    1,010      3,396    3,111   
Grade, g/t 2.11    2.47    2.06      2.15    1.91   
Recovery rate, % 92    92    92      92    92   
PRODUCTION, KOZ 70    80    62      216    175   
Total cash cost/oz 631    629    753      672    796   
AISC/OZ 921    741    865      833    966   

Q3-2021 vs Q2-2021 Insights

  • As guided, production decreased in Q3-2021 due to lower average processed grades as mining activities focused on waste stripping.
    • Tonnes of ore mined significantly decreased as a result of the scheduled increased focus on waste stripping at the Vindaloo Main and Kari Pump Phase 2 pits and pre-stripping at the Kari West pit. Ore tonnes mined were primarily sourced from the Kari Pump pit with supplemental ore being sourced from Vindaloo Centre and Bouéré as well as Kari West, where mining started during the quarter.
    • Tonnes milled slightly increased due to the higher throughput rate that resulted from a higher proportion of oxide ore being processed.
    • Average gold grade milled decreased, as guided, due to the increased focus on lower grade ore during the wet season, this was partially offset by higher grade ore sourced from the Kari Pump and Vindaloo Main pits.
  • AISC increased due to higher sustaining capital as well as higher unit processing cost due to an increased use of on-site generated power and drawdown of stockpiles. Higher costs were partially offset by lower unit mining costs as a result of mining more oxide material with lower associated drill and blast costs.
  • Sustaining capital of $21.9 million related to waste capitalisation at the Vindaloo Main and Kari Pump pits and component replacements within the mining fleet.
  • Non-sustaining capital of $0.6 million related to the costs associated with the development of the Kari West pit.

2021 Outlook

  • FY-2021 production at Houndé is expected to be near the top end of its guidance of 240 - 260koz as year to date performance was stronger than scheduled due to the better-than-expected mining productivity achieved during the pre-stripping of Kari Pump which enabled access to greater volumes of high grade oxide ore. AISC is expected to be near the bottom end of its guided range of $855 - 905 per ounce.
  • In Q4-2021, mining activities will continue to focus on Kari Pump, supplemented by contributions from Vindaloo Main and Kari West. Mining is expected to increase at Vindaloo Main and Kari West after completion of the pre-strip. Throughput is expected to decline slightly, compared to year to date throughput, and processed grade is expected to be lower as the contribution from the high grade Kari Pump deposit will be reduced as Vindaloo Main and Kari West provide an increased proportion of the feed.
  • Due to a stronger than guided production outlook, the sustaining capital spend for FY-2021 is expected to be above initial guidance of $39.0 million, of which $35.2 million has been incurred year to date.
  • Non-sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $13.0 million, of which $10.3 million has been incurred year to date.

Ity Gold Mine, Côte d’Ivoire

Table 10: Ity Performance Indicators

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 1,690    1,877    2,352      5,672    5,911   
Total tonnes mined, kt 5,576    5,934    6,322      18,326    16,923   
Strip ratio (incl. waste cap) 2.30    2.16    1.69      2.23    1.86   
Tonnes milled, kt 1,530    1,544    1,307      4,624    3,897   
Grade, g/t 1.50    1.96    1.34      1.74    1.52   
Recovery rate, % 83    81    81      81    81   
PRODUCTION, KOZ 61    79    44      212    152   
Total cash cost/oz 828    720    728      749    692   
AISC/OZ 915    806    775      830    728   

Q3-2021 vs Q2-2021 Insights

  • Production decreased, as guided, due to the lower average processed grade as a result of the greater emphasis on stripping activities at Bakatouo, which reduced the grade of ore mined.
    • Tonnes of ore mined decreased due to a greater focus on waste stripping at the Ity, Bakatouo, Walter and Colline Sud pits. Ore was mainly sourced from the Bakatouo and Daapleu pits as well as the heap stockpile, supplemented by ore from the Ity, Colline Sud, Walter, Flotouo and Le Plaque pits.
    • Tonnes milled decreased slightly due to a higher proportion of transitional and fresh ore being processed, however throughput continued to perform above nameplate capacity due to the improvements in plant maintenance strategies and continued use of the surge bin feeder that provides supplemental oxide ore.
    • Average gold grade milled decreased in Q3-2021 due to an increase in the proportion of feed from lower grade stockpiles.
    • Despite the higher proportion of transitional and fresh ore processed in Q3-2021, recovery rates increased, as a higher proportion of Bakatouo fresh ore, with associated higher recoveries, displaced some fresh and transitional ore from Daapleu.
  • AISC per ounce increased due to higher unit mining costs as a result of longer hauling distance for ore mined from the Flotouo and Walter pits. In addition, unit processing costs increased due to the increase in the proportion of transitional and fresh material and the resultant higher reagent consumption.
  • Sustaining capital of $5.5 million related primarily to waste stripping at the Ity, Bakatouo, Walter and Colline Sud pit as well as mining geotechnical monitoring equipment, additional dewatering boreholes and strategic heavy vehicle spare parts.
  • Non-sustaining capital of $3.9 million mainly related to the construction of the pre-leach and tank spargers as well as Le Plaque waste dump sterilisation drilling.

2021 Outlook

  • FY-2021 production at Ity is on track to be near the top end of its guidance of 230 - 250koz with AISC expected to be near the top end of its $800 - 850 per ounce guided range. Year to date performance was stronger than anticipated due to the benefit of a combination of higher throughput, grade, and higher recoveries
  • Mining activity is expected to increase at the higher grade Le Plaque pit in Q4-2021. Stripping activity, which was partially deferred due to low equipment availability earlier in the year, is expected to continue in Q4-2021 at the Ity pit. Throughput is expected to be slightly lower in Q4-2021 compared to previous quarters due to an increased proportion of fresh ore sourced from Daapleau.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $28.0 million, of which $17.9 million has been incurred year to date. As previously reported, non-sustaining capital spend for FY-2021 is expected to amount to approximately $40.0 million, of which $24.4 million has been incurred year to date.

Karma Gold Mine, Burkina Faso

Table 11: Karma Performance Indicators

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 1,393    1,253    1,011      3,889    3,528   
Total tonnes mined, kt 4,972    6,212    4,392      16,330    14,146   
Strip ratio (incl. waste cap) 2.57    3.96    3.35      3.20    3.01   
Tonnes stacked, kt 1,264    1,267    1,192      3,911    3,544   
Grade, g/t 0.70    0.91    0.76      0.77    0.86   
Recovery rate, % 64    68    72      66    79   
PRODUCTION, KOZ 21    25    22      67    70   
Total cash cost/oz 1,258    1,059    1,007      1,155    890   
AISC/OZ 1,259    1,070    1,073      1,162    949   

Q3-2021 vs Q2-2021 Insights

  • Production decreased due to the lower average grade as well as the expected lower recovery rates which resulted from a higher proportion of transitional ore stacked from the GG1 pits.
    • Total tonnes mined decreased due to the lower strip ratio at the GG1 pits during the quarter.
    • Tonnes of ore mined increased slightly due to the improved strip ratio as some of the smaller higher strip ratio GG1 pits were depleted.
    • The stacked ore grade decreased as expected due to the lower grade ore sourced from the GG1 pits.
    • The recovery rate decreased as expected due to the increased proportion of transitional ore from the GG1 pit, which has a lower associated recovery rate owing to the copper and carbon content found locally in the ore.
  • AISC per ounce increased due to the lower recovery rate and slightly higher unit mining and processing costs associated with the transitional ore from the GG1 pits.
  • Sustaining capital was negligible during Q3-2021.
  • Non-sustaining capital was $0.2 million, which was related to construction of new heap leach cells.

2021 Outlook

  • Karma is well positioned to meet its FY-2021 production guidance of 80 - 90koz and achieve AISC near the bottom end of the guided $1,220 - $1,300 per ounce range.
  • In Q4-2021, mining activity is expected to focus on the GG1 pits, supplemented by ore from the Rambo Pit. As a result of the increase in transitional material mined from the GG1 pits, processed grades and recoveries are expected to be lower, while mill throughput is expected to slightly increase compared to Q3-2021
  • The sustaining capital outlook at Karma is expected to be significantly lower than the $11.0 million guided as a result of the waste development being included as an operating cost for 2021 due to the short mine life remaining at Karma.
  • The non-sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $5.0 million, of which $3.1 million has been incurred year to date.


 

Mana Gold Mine, Burkina Faso 

Table 12: Mana Performance Indicators (for the post acquisition period)

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
OP tonnes ore mined, kt 592    549    465      1,496    465   
OP total tonnes mined, kt 5,114    7,187    6,416      20,834    6,416   
OP strip ratio (incl. waste cap) 7.64    12.09    12.80      12.93    12.80   
UG tonnes ore mined, kt 199    214    197      658    197   
Tonnes milled, kt 667    670    593      1,942    593   
Grade, g/t 2.50    2.49    3.43      2.62    3.43   
Recovery rate, % 91    92    95      91    95   
PRODUCTION, KOZ 49    49    60      151    60   
Total cash cost/oz 986    911    826      932    826   
AISC/OZ 1,029    1,016    896      996    896   

Q3-2021 vs Q2-2021 Insights

  • Production remained flat over Q2-2021 as plant throughput, average grade milled and recoveries remained fairly stable.
    • Total open pit tonnes of ore mined was higher as a result of the lower strip ratio at the Wona South stage 2 and 3 pits, as they merged into a single pit at depth.
    • Total underground tonnes of ore mined decreased as a result of the wet season due to additional dewatering activities required at Siou as well as lower contributions from development mining, as the development is now largely completed..
    • Tonnes milled in Q3-2021 was consistent with Q2-2021, benefiting from increased mill availability and utilisation due to better mining fragmentation, leading to higher plant throughput. The ore processed was mainly fresh material, sourced from both the Wona open pit and the Siou underground.
    • The average processed grade adn recovery was consistent with Q2-2021 due to the feed remaining similar.
  • AISC slightly increased due to higher processing and related maintenance costs as well as higher open pit unit mining costs due to an increase in blasting and drilling activities during the period. This was offset by lower loading and hauling costs due to a decrease in total tonnes mined.
  • Sustaining capital of $2.1 million is related to underground development to create new stopping levels.
  • Non-sustaining capital of $11.2 million was mainly related to waste capitalisation, activities related to the preparation of the Wona underground portals and the TSF raise.

2021 Outlook

  • FY-2021 production at Mana is well positioned to be near the top end of its guidance of 170 - 190koz and near the top end of its AISC guidance of $975 - 1,050 per ounce, due to its strong performance driven by improved mill availability, and increased underground tonnes mined.
  • Ore in Q4-2021 is expected to continue to be sourced from the Siou underground mine while open pit mining activities at Wona Stage 2 and 3 pits are expected to wind down in H1-2022. Following optimisation studies completed in Q2-2021, Wona is being pursued as an underground operation with underground development being expedited as the portal development has commenced. Grades are expected to be slightly lower, compared to Q3-2021, while recovery rates and throughput are expected to remain similar.
  • The total sustaining and non-sustaining capital spend outlook for FY-2021 remains unchanged. As previously reported, in light of the reduction in required stripping activities at Wona, following the decision to shift to underground mining, the FY-2021 sustaining capital outlook is expected to be significantly lower than the $27.0 million guided, of which $10.2 million has been incurred. Due to the reallocation of capital to the Wona underground development, the non-sustaining capital outlook for FY-2021 is expected to amount to slightly more than the $62.0 million guided, of which $56.4 million has been incurred.

Sabodala -Massawa Gold Mine, Senegal

Table 13: Sabodala -Massawa Performance Indicators (for the post acquisition period)

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 1,717    2,111    n/a   4,884    n/a
Total tonnes mined, kt 11,515    10,798    n/a   28,144    n/a
Strip ratio (incl. waste cap) 5.71    4.11    n/a   4.76    n/a
Tonnes milled, kt 1,079    1,067    n/a   2,696    n/a
Grade, g/t 3.32    3.20    n/a   3.11    n/a
Recovery rate, % 90    89    n/a   90    n/a
PRODUCTION, KOZ 106    96    n/a   241    n/a
Total cash cost/oz 492    548    n/a   528    n/a
AISC/OZ 655    637    n/a   667    n/a

Q3-2021 vs Q2-2021 Insights

  • Production increased in Q3-2021 compared to Q2-2021 mainly due to higher average processed grades and slightly higher tonnes milled and recovery rate.
    • Total tonnes mined increased, reflecting the combination of favourable mining conditions, a high proportion of oxide material mined in Sofia North and good productivity of shovels and excavators. More waste extraction than scheduled was conducted at the Sofia North pit which provided access to better grades and offers increased mining optionality. Ore tonnes mined comprised of mainly fresh ore from the Sofia Main pit, supplemented by oxide material from Sofia North pit, the Sabodala pit and high-grade stockpiles.
    • Tonnes milled were slightly higher due to continued high mill availability and improvements in our mill feed blending strategy which reduced mill chute blockages.
    • Average processed grades were higher due to processing high grade fresh ore sourced from the Sofia Main pit, which were supplemented with oxide ore from the Sofia North pit.
  • AISC per ounce slightly increased in Q3-2021 compared to Q2-2021 due to an increase in the strip ratio associated with waste stripping at Sofia North and a higher sustaining capital spend, which was slightly offset by lower mining and processing unit costs due to improved mining conditions.
  • Sustaining capital of $17.5 million was related to purchases of additional dump trucks, bulldozers, water tankers, slope radar system and planned waste capitalisation.
  • Non-sustaining capital of $10.1 million mostly was related to the relocation activities of the Sabodala village, the Massawa haul road and other infrastructure developments at Massawa.

Plant Expansion

  • The Massawa deposit is being integrated into the Sabodala mine through a two-phased approach, as outlined in the 2020 pre-feasibility study (“PFS”).
  • Phase 1 of the plant expansion, which is on schedule for completion in Q4-2021, will facilitate processing of an increased proportion of high grade, free-milling Massawa ore through the Sabodala processing plant.
  • Installation of Packages 1 to 5, which include the electrowinning cell, carbon regeneration kiln, acid wash and elution circuit, and new leach tank are all now largely complete. Commissioning of these packages is underway with completion expected ahead of schedule in early Q4-2021. Installation of Package 6, the Gravity Circuit, is well underway with civil and structural works completed and expected commissioning during Q4-2021.
  • A total of $11.6 million was incurred year to date for the Phase 1 plant expansion and classified as growth capital, of which $0.3 million was incurred prior to its acquisition on 10 February 2021.
  • Phase 2 of the expansion will add an additional processing circuit to process the high grade refractory ore from the Massawa deposit. The definitive feasibility study (“DFS”) for Phase 2 is underway. Following successful exploration drilling, resource updates are expected to be published in Q4-2021 and will be incorporated into the DFS which is now scheduled to be published in early 2022.

2021 Outlook

  • Given its strong performance year to date, FY-2021 production at Sabodala-Massawa is well positioned to be near the top end of its guidance of 310 - 330koz with an AISC near the bottom end of the $690 - 740 per ounce guidance, for the post acquisition period commencing on 10 February 2021.
  • The Sofia Main and Sofia North pits will continue to contribute the majority of the ore mined for Q4-2021, while waste extraction at Sofia North and Sabodala pits is expected to continue. Mill throughput and processed grades are expected to remain similar to year to date average grades.
  • As previously reported, the sustaining capital spend for FY-2021 is expected to be above the initially guided $35.0 million, with $36.0 million already incurred, due to investments in additional mining fleet and equipment.
  • As also previously reported, non-sustaining capital spend for FY-2021 is expected to be below the initial guided $47.0 million, with $19.9 million already incurred, due to the deferral of spend on the Sabodala relocation construction costs as a greater focus was placed on mining the Sofia pits.

Wahgnion Gold Mine, Burkina Faso

Table 14: Wahgnion Performance Indicators (for the post acquisition period)

 

For The Period Ended Q3-2021 Q2-2021 Q3-2020   YTD-2021 YTD-2020
Tonnes ore mined, kt 917    1,187    n/a   2,753    n/a
Total tonnes mined, kt 6,154    7,615    n/a   18,220    n/a
Strip ratio (incl. waste cap) 5.71    5.42    n/a   5.62    n/a
Tonnes milled, kt 809    1,016    n/a   2,363    n/a
Grade, g/t 1.40    1.31    n/a   1.35    n/a
Recovery rate, % 93    95    n/a   94    n/a
PRODUCTION, KOZ 34    41    n/a   100    n/a
Total cash cost/oz 983    928    n/a   897    n/a
AISC/OZ 1,097    980    n/a   964    n/a

Q3-2021 vs Q2-2021 Insights

  • Production decreased in Q3-2021 due to lower mill throughput and lower recovery rates, reflecting the high proportion of fresh material processed.
    • Both the total tonnes mined and tonnes of ore mined decreased in Q3-2021 due to the impact of the wet season and the increased focus on waste stripping. Ore mined was sourced mainly from the Nogbele North, Nogbele South and Fourkoura pits.
    • Tonnes milled decreased as a result of the higher proportion of fresh ore being processed.
    • Average grade milled increased slightly as the proportion of higher grade ore sourced from the Nogbele South deposit increased during the quarter.
  • AISC per ounce increased in Q3-2021 compared to Q2-2021 due to increased sustaining capital per ounce sold and higher unit mining and processing costs. Both mining and processing unit costs were higher as a result of increased fuel costs, with increased drilling and blasting and haulage costs also contributing to the higher unit mining cost.
  • Sustaining capital expenditure of $4.1 million was related to waste capitalisation.
  • Non-sustaining capital expenditure of $7.5 million related to the TSF stage 2 raise, construction of the airstrip and Foukoura resettlement costs.

2021 Outlook

  • Wahgnion is positioned to achieve the bottom half its FY-2021 production guidance of 140 - 155koz at an AISC of $940 - 990 per ounce, for the post acquisition period commencing on 10 February 2021.
  • In Q4-2021, mining is expected to continue at Nogbele North, Nogbele South, and Fourkoura pits with significant waste capitalisation continuing. Plant throughput is expected to decrease compared to year to date due to a higher proportion of fresh ore being processed, while process grades are expected to increase.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $14.0 million, of which $7.5 million has been incurred, with the remaining spend mainly related to waste extraction at Fourkoura and Nogbele North pits.
  • The non-sustaining capital spend outlook for FY-2021 also remains unchanged compared to the initial guidance of $26.0 million, of which $20.3 million has been incurred. The Q4-2021 non-sustaining spend mainly relates to construction of a second TSF cell.

EXPLORATION AND DEVELOPMENT ACTIVITIES

  • On 30 September 2021, Endeavour published a new exploration strategy with a discovery target of 15-20Moz of Indicated resources over the next five years at an average discovery cost of less than $25/oz. Near-mine exploration aims to continue to extend the mine lives of core assets to beyond the 10 years while greenfield exploration targets the discovery of at least one new standalone project over the next five years.
  • Exploration efforts remain on track to discover more than 2.5 million ounces of Indicated resources in 2021, with updated resource estimates expected to be published in Q4-2021, most notably for Ity, Houndé, Sabodala-Massawa and Fetekro.
  • More than 421,000 meters have been drilled across the Group year to date, of which 109,000 meters were drilled in Q3-2021. Total exploration spend of $82 million has been incurred year to date, of which $28 million was spent during Q3-2021.

Table 15: Consolidated Exploration Expenditures 1

(All amounts in US$m) YTD-2021 2021 GUIDANCE
Sabodala-Massawa 9 ~13
Wahgnion 8 ~12
Ity 10 ~9
Mana 9 ~8
Houndé 14 ~7
Boungou 5 ~7
Karma 0 ~0
MINE SUBTOTAL 55 ~56
Greenfield and development projects 27 ~14 - 34
TOTAL 82 $70 - 90

1 Consolidated exploration expenditures include expensed, sustaining, and non-sustaining exploration expenditures. Amounts may differ from Management Report due to rounding.

Boungou mine

  • An exploration programme of up to $7 million was planned for 2021, of which $5 million has been spent year to date consisting of 25,700 meters of drilling across 280 drillholes. During Q3-2021, $1 million was spent on exploration, consisting of 1,300 meters of drilling. The exploration efforts were focused on delineating near mine targets including Natougou Northeast, Boungou Northwest and Boungou North.
  • At Natougou Northwest, drilling continues to delineate the zone of higher-grade mineralisation trending North-Northwest that remains open to the north. Throughout Q4-2021 and into 2022, drilling will focus on both delineating this trend, and at Natougou Southeast and Natougou Southwest targeting the extension of existing mineralised trends and on the evaluation of inferred resources.
  • At Boungou Northwest, year to date drilling demonstrated promising initial results, identifying the continuation of the Boungou shear down plunge. Follow-up drilling in Q4-2021 and 2022 will continue to evaluate this shear zone.
  • During Q4-2021 and in 2022 further drilling will focus on expanding the footprints and defining resources at Natougou Northwest, Boungou North and Boungou Northwest.
  • Reconnaissance drilling to the north of Boungou following up on geochemical anomalies, at the Osaanpalo and Tawori targets, identified shallow oxide mineralization. Follow up drilling in 2022 will focus on delineating these early-stage targets, as well as the Dangou target.

Houndé mine

  • An exploration programme of up to $7 million was initially planned for 2021, however given our exploration success here early in the year, $14 million has now been spent year to date, consisting of 74,800 meters of drilling across 667 drillholes. During Q3-2021, $7 million was spent on exploration consisting of 6,000 meters of drilling. The exploration efforts were focused on Mambo, Vindaloo South and the intersection between Kari Gap and Kari Center.
  • Drilling at the Mambo target, a recent discovery located 12km from the Houndé plant, has continued to extend mineralisation to over 1,000 meters in length and it remains open to the Southwest, Northeast, and at depth. A maiden resource at Mambo is expected to be published in Q4-2021.
  • During Q3-2021, at Vindaloo South and the intersection between Kari Gap and Kari Center drilling continued to target extensions to the currently defined mineralisations.
  • During Q4-2021 and into 2022, exploration will continue to focus on expanding Mambo, Vindaloo South and the intersection between Kari Gap and Kari Center. In addition, Endeavour will advance higher grade targets such as Sia Sianikoui and Dohoum through additional drilling.

Ity mine

  • An exploration programme of $9 million was initially planned for 2021, however given the success, $10 million has already been spent year to date consisting of 69,500 meters of drilling across 538 drillholes. During Q3-2021, $4 million was spent on exploration consisting of more than 24,400 meters of drilling. The exploration efforts were focused on Le Plaque South (Delta Extension), West Flotouo (Verse Ouest), Daapleu Deep, Yopleu-Legaleu and the junction between Bakatouo and Walter.
  • During Q3-2021, drilling on the West Flotouo target led to the discovery of further high grade mineralised lenses immediately below the former Flotouo dump, located in proximity to the plant. West Flotouo is open to the north, south and at depth. As such, during Q4-2021 further delineation of this discovery is expected and a maiden resource is expected to be published in late 2021.
  • Drilling in the Le Plaque area focused on extending mineralisation at Le Plaque South, Delta Extension and Yopleu-Legaleu. An updated Le Plaque resource is expected to be published in Q4-2021.
  • Drilling conducted at Daapleu Deep continued to extend mineralisation to over 300 meters downdip of the current pit design. Daapleau Deep will be delineated further in Q4-2021 and in 2022.
  • Drilling at the junction between the Bakatouo and Walter deposits confirmed that the skarn style mineralisation is continuous between the two deposits and that it remains open at depth. Exploration will continue to delineate this target in Q4-2021 and in 2022.

Karma mine

  • During Q3-2021, limited exploration work continued as part of the advanced grade control drilling programme, targeting near mine extensions to be added into the current mine plan. The focus was on Kao Main, Kao North, Kao North Southeast, Rambo, GG1, GG2, Anomaly B and Kanongo, which will be pursued in Q4-2021 and in 2022.

Mana mine

  • An exploration programme of $8 million was planned for 2021 of which $9 million has already been spent year to date consisting of 59,600 meters of drilling across 459 drillholes. During Q3-2021, $2 million was spent on exploration focussed on the Maoula open pit oxide target, and on evaluating underground targets at Siou, Wona and Nyafe.
  • At Maoula, exploration work focused on defining Indicated resources in the western and eastern lenses of the deposit and to the southwest, where the deposit remains open.
  • At Siou South and Nyafe, exploration work focused on interpreting drilling completed earlier this year to plan further delineation drilling in Q4-2021 and in 2022.

Sabodala -Massawa mine

  • An exploration programme of up to $13 million was planned for 2021, of which $9 million has already been spent year to date consisting of 72,300 meters of drilling across 680 drillholes. During Q3-2021 alone, $5 million was spent on exploration consisting of more than 25,900 meters of drilling. The exploration efforts were focused on Samina, Tina, Sofia North Extension and Bambaraya. Following the exploration success year to date, an updated resource is expected to be published in Q4-2021.
  • During Q3-2021, drilling conducted at Samina, Tina and Sofia North Extension deposit was focused on extending mineralization along strike and downdip.
  • Drilling at Bambaraya has been prioritised as Bambaraya is a prime target located just 13 kilometres away from the Sabodala mill. During Q3-2021 mineralisation was extended to 800 meters in strike length in the north-south direction. In addition, higher grade zones have been identified and will be followed up in Q4-2021 and in 2022.
  • During Q4-2021, exploration work will be focused on defining resources at Samina, Tina and the Sofia North Extension with a resource update expected in Q4-2021.

Wahgnion mine

  • An exploration programme of up to $12 million was planned for 2021, of which $8 million was spent year to date consisting of 41,100 meters of drilling across 330 drillholes. During Q3-2021, $5 million was spent on exploration consisting of 31,500 meters of drilling. The exploration efforts continued to focus on Nogbele North and Nogbele South deposits, targeting the continuation of mineralised structures beneath and between the Nogbele pits.
  • Exploration efforts ramped up in Q3-2021, with continued focus on the extension and expansion of the Nogbele mineralization and this will continue in Q4-2021 and in 2022.
  • Delineation drilling at Fourkoura and Hillside targets, as well as reconnaissance drilling at Ouahiri South, Kassira and Bozogo will continue in Q4-2021 and in 2022.

Fetekro project

  • Fetekro has been the largest greenfield exploration focus year to date with $9 million incurred on exploration work. During Q3-2021, $3 million was spent on exploration consisting of more than 14,800 meters of drilling. In total, 58,100 meters of drilling were completed year to date and 69,100 meters have been completed since the last resource update, published in August 2020.
  • At Lafigué North, a portion of the remaining Inferred resources has been converted into Indicated resources, which will be included in the upcoming resource update. At the area between Lafigué Center and Lafigué North, infill drilling focused on delineating shallow, subparallel, stacked mineralised lenses located outside of the current resource. These stacked lenses will also be included in the upcoming resource update.
  • An updated resource estimate is expected to be published in Q4-2021 following the successful drilling programme which extended the existing resource. In order to include these new resources within the DFS, the study is now expected to be published in early Q1-2022.
  • The mining permit for the Lafigué deposit was granted to Endeavour on 22 September 2021.

Kalana project

  • During Q3-2021, metallurgical testwork continued with samples from Kalana and Kalanako submitted for metallurgical testing and the permit for the village resettlement received.
  • In Q4-2021, the DFS flow sheets will be finalized incorporating the results of the recent metallurgical testwork. The DFS is expected to be published in Q1-2022.

Greenfield exploration projects

  • At the Woulo Woulo target on the Afema property, Endeavour completed the initial exploration programme started by Teranga, drilling 8,347 meters since the acquisition of Teranga was completed in February 2021. Further work in Q4-2021 and in 2022 will be focused on expanding the mineralised trend at Woulo Woulo Main.
  • At Bantou, year to date exploration work on the Karankasso JV permits focused on completing soil geochemical surveys and ground geophysical surveys to help advance high priority targets. The Dynikongolo permit hosts both the Bantou and Bantou North deposits. Activities have focused on mapping and relogging of existing core and drill chips to refine the geologic model. Resource conversion drilling is expected to commence in late Q4-2021 and continue into H1-2022.
  • At Siguiri, a program of 4,500 meters of drilling will commence in Q4-2021, focusing on two promising targets which were selected based on the analysis conducted in H1-2021.

CONFERENCE CALL AND LIVE WEBCAST

Management will host a conference call and webcast on Thursday 11 November, at 8:30 am ET / 1:30 pm GMT to discuss the Company's financial results.

The conference call and webcast are scheduled at:
5:30am in Vancouver
8:30am in Toronto and New York
1:30pm in London
9:30pm in Hong Kong and Perth

The webcast can be accessed through the following link:
https://edge.media-server.com/mmc/p/wc2s3hwk

Analysts and investors are also invited to participate and ask questions using the dial-in numbers below:
International: +44 (0) 207 192 8338
North American toll-free: +1 877 870 9135
UK toll-free: +44 (0) 800 279 6619

Confirmation Code: 3980665

The conference call and webcast will be available for playback on Endeavour's website.

QUALIFIED PERSONS

Clinton Bennett, Endeavour's VP Metallurgy and Process Improvement - a Fellow of the Australasian Institute of Mining and Metallurgy, is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the technical information in this news release.

CONTACT INFORMATION

Martino De Ciccio

VP – Strategy & Investor Relations
+44 203 640 8665
mdeciccio@endeavourmining.com 
Brunswick Group LLP in London

Carole Cable, Partner
+44 7974 982 458
ccable@brunswickgroup.com 
Vincic Advisors in Toronto

 

John Vincic, Principal
+1 (647) 402 6375
john@vincicadvisors.com 
 

ABOUT ENDEAVOUR MINING CORPORATION

Endeavour Mining is one of the world’s senior gold producers and the largest in West Africa, with operating assets across Senegal, Cote d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.

A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.

For more information, please visit www.endeavourmining.com.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" within the meaning of applicable securities laws. All statements, other than statements of historical fact, are “forward-looking statements”, including but not limited to, statements with respect to Endeavour's plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, the success of exploration activities, the anticipated timing for the payment of a shareholder dividend and statements with respect to future dividends payable to the Company’s shareholders, the completion of studies, mine life and any potential extensions, the future price of gold and the share buyback programme. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates", believes”, “plan”, “target”, “opportunities”, “objective”, “assume”, “intention”, “goal”, “continue”, “estimate”, “potential”, “strategy”, “future”, “aim”, “may”, “will”, “can”, “could”, “would” and similar expressions .

Forward-looking statements, while based on management's reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions or completion of divestitures; risks related to international operations; risks related to general economic conditions and the impact of credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; Endeavour’s financial results, cash flows and future prospects being consistent with Endeavour expectations in amounts sufficient to permit sustained dividend payments; the completion of studies on the timelines currently expected, and the results of those studies being consistent with Endeavour’s current expectations; actual results of current exploration activities; production and cost of sales forecasts for Endeavour meeting expectations; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; extreme weather events, natural disasters, supply disruptions, power disruptions, accidents, pit wall slides, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities; changes in national and local government legislation, regulation of mining operations, tax rules and regulations and changes in the administration of laws, policies and practices in the jurisdictions in which Endeavour operates; disputes, litigation, regulatory proceedings and audits; adverse political and economic developments in countries in which Endeavour operates, including but not limited to acts of war, terrorism, sabotage, civil disturbances, non-renewal of key licenses by government authorities, or the expropriation or nationalization of any of Endeavour’s property; risks associated with illegal and artisanal mining; environmental hazards; and risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global Covid-19 pandemic.

Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.

The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board of Directors, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with the Company's constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board of Directors deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.

NON-GAAP MEASURES

Some of the indicators used by Endeavour in this press release represent non-IFRS financial measures, including “all-in margin”, “all-in sustaining cost”, “net debt”, “EBITDA”, “adjusted EBITDA”, “net debt to adjusted EBITDA ratio”, “cash flow from continuing operations”, “total cash cost per ounce”, “sustaining and non-sustaining capital”, “net earnings”, “adjusted net earnings”, “operating cash flow per share”, and “return on capital employed”. These measures are presented as they can provide useful information to assist investors with their evaluation of the pro forma performance. Since the non-IFRS performance measures listed herein do not have any standardized definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to the non-GAAP measures section of the Company’s most recently filed Management Report for a reconciliation of the non-IFRS financial measures used in this press release.

Corporate Office: 5 Young St, Kensington, London W8 5EH, UK

Table of Contents

MANAGEMENT REPORT  
1. BUSINESS OVERVIEW         3
1.1. OPERATIONS DESCRIPTION         3
2. HIGHLIGHTS FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER 2021         4
3. ENVIRONMENTAL, SOCIAL AND GOVERNANCE         5
3.1. HEALTH AND SAFETY         5
3.2. COVID-19 RESPONSE         6
4. OPERATIONS REVIEW         8
4.1. OPERATIONAL REVIEW SUMMARY         8
4.2. BOUNGOU GOLD MINE         9
4.3. HOUNDE GOLD MINE         11
4.4. ITY GOLD MINE         13
4.5. KARMA GOLD MINE         15
4.6. MANA GOLD MINE         17
4.7. SABODALA-MASSAWA GOLD MINE         19
4.8. WAHGNION GOLD MINE         21
4.9. DISCONTINUED OPERATIONS         23
5. FINANCIAL REVIEW         24
5.1. STATEMENT OF COMPREHENSIVE EARNINGS         24
5.2. SUMMARISED CASH FLOWS         26
5.3. SUMMARISED BALANCE SHEET         28
5.4. LIQUIDITY AND FINANCIAL CONDITION         29
5.5. RELATED PARTY TRANSACTIONS         30
5.6. ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS         30
6. USE OF PROCEEDS         30
7. NON-GAAP MEASURES         31
7.1. ALL-IN MARGIN         31
7.2. ADJUSTED EBITDA         32
7.3. CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD         32
7.4. ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE         35
7.5. OPERATING CASH FLOW PER SHARE         35
7.6. NET DEBT, NET CASH/ADJUSTED EBITDA RATIO         35
7.7. RETURN ON CAPITAL EMPLOYED         36
8. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS         37
9. PRINCIPAL RISKS AND UNCERTAINTIES         39
10. CONTROLS AND PROCEDURES         42
10.1. DISCLOSURE CONTROLS AND PROCEDURES         42
10.2. INTERNAL CONTROLS OVER FINANCIAL REPORTING         42
10.3. LIMITATIONS OF CONTROLS AND PROCEDURES         42
11. RESPONSIBILITY STATEMENTS         43
UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS  
INDEPENDENT REVIEW REPORT TO ENDEAVOUR MINING PLC         44
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME         46
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS         47
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION         48
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY         49
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS         50

This Management Report should be read in conjunction with Endeavour Mining plc’s (“Endeavour”, the “Company”, or the “Group”) condensed interim consolidated financial statements for the three and nine months ended 30 September 2021 which has been prepared in accordance with UK adopted International Accounting Standard 34-Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) or (“GAAP”) and are included in section 2.1 of the unaudited interim condensed financial statements for the three and nine months ended 30 September 2021, as well as Endeavour Mining Corporation’s audited consolidated financial statements for the years ended 31 December 2020 and 2019 and notes thereto which has been prepared in accordance with IFRS. This Management Report is prepared as an equivalence to the Company’s Management Discussions & Analysis (“MD&A”) which is the Canadian filing requirement in accordance with National Instrument 51-102, Continuous Disclosure Obligations (“NI 51-102”), and includes all of the disclosures as required by NI 51-102.

This Management Report contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained herein. The reader is cautioned not to place undue reliance on forward-looking statements. All figures are in United States Dollars, unless otherwise indicated. Tabular amounts are in thousands of United States Dollars, except per share amounts and where otherwise indicated. This Management Report is prepared as of 10 November 2021. Additional information relating to the Company is available, including the Company’s prospectus (available on the Company’s website at www.endeavourmining.com) and the Company’s Annual Information Form (available on SEDAR at www.sedar.com.

1. BUSINESS OVERVIEW

1.1.            OPERATIONS DESCRIPTION

Endeavour is a multi-asset gold producer focused on West Africa and dual-listed on the Toronto Stock Exchange (“TSX”) and the London Stock Exchange (“LSE”) under the symbol EDV on both exchanges. The Company’s assets include five mines (Houndé, Mana, Boungou, Wahgnion and Karma) in Burkina Faso, the Ity mine in Côte d’Ivoire, the Sabodala-Massawa mine in Senegal, six development projects (Fetekro, Kalana, Bantou, Nabanga, Golden Hill and Afema) and a strong portfolio of exploration assets on the highly prospective Birimian Greenstone Belt across Burkina Faso, Côte d’Ivoire, Mali, Senegal, and Guinea. On 10 February 2021, Endeavour completed the acquisition of Teranga Gold Corporation (“Teranga”), a TSX-listed gold company which owned the Sabodala-Massawa and Wahgnion mines, as well as certain development and exploration assets. On 1 March 2021, the Company completed the disposition of its Agbaou mine in Côte d’Ivoire.

As a leading global gold producer and the largest in West Africa, Endeavour is committed to principles of responsible mining and delivering sustainable value to its employees, stakeholders, and the communities where it operates.

  

2. HIGHLIGHTS FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER 2021

Table 16: Consolidated Highlights

    THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) Unit 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating data from continuing operations          
Gold produced oz 382,273 218,801 1,125,527    487,795   
Gold sold oz 392,432 236,292 1,176,711    508,184   
Realised gold price1 $/oz 1,763 1,840 1,768    1,713   
All-in sustaining costs ("AISC") per ounce sold 2 $/oz 904 881 872    896   
Cash flow data from continuing operations          
Operating cash flows before working capital $ 325,880 195,348 874,948    365,586   
Operating cash flows before working capital per share2 $/share 1.30 1.20 3.69    2.85   
Operating cash flows $ 311,906 181,996 819,124    335,392   
Operating cash flows per share2 $/share 1.25 1.12 3.46    2.61   
Profit and loss data from continuing operations          
Revenue1 $ 691,707 434,839 2,080,926    870,741   
Earnings from mine operations $ 235,114 123,231 714,704    270,994   
Net comprehensive earnings attributable to shareholders $ 113,587 52,160 327,030    30,343   
Basic earnings per share attributable to shareholders $/share 0.45 0.32 1.38    0.24   
EBITDA2,3 $ 344,406 202,995 1,040,659    327,446   
Adjusted EBITDA2,3 $ 369,602 225,427 1,075,799    431,609   
Adjusted net earnings attributable to shareholders2 $ 152,964 80,547 429,285    154,214   
Adjusted net earnings per share attributable to shareholders2 $/share 0.61 0.49 1.81    1.20   
Balance Sheet Data          
Cash $ 760,368 523,324 760,368    523,324   
Net Debt2 $ 69,632 175,172 69,632    175,172   
Net Debt/Adjusted EBITDA (LTM) ratio2,3 : 0.05 0.29 0.05    0.29   

1 Revenue and realised gold price are inclusive of the Sabodala -Massawa and Karma streams.
2 This is a non-GAAP measure. Refer to the non-GAAP measure section of this Management Report.
3 EBITDA is defined as Earnings before interest, taxes, depreciation and depletion; LTM is defined as last twelve months. 

3. ENVIRONMENT, SOCIAL AND GOVERNANCE

Endeavour is committed to being a responsible gold miner, creating long-term value and sharing the benefits of its operations among all its stakeholders, including employees, host communities and shareholders. As the largest gold miner in West Africa and a trusted partner, Endeavour’s operations have the potential to provide a significant positive impact on the economies and social development of its local communities and host countries, while minimising their impact on the environment.

Environment, social and governance (“ESG”) policies, systems and practices are embedded throughout the business and the Company reports annually on its ESG performance via its Sustainability Report. A dedicated sustainability governance structure has been established with an Environment, Sustainability and Governance Committee at board level, which the management of the ESG Committee reports into.

The Responsible Gold Mining Principles (“RGMPs”)

The RGMPs were launched by the World Gold Council, the industry body responsible for stimulating and sustaining demand for gold, to reflect the commitment of the world’s leading gold producers to responsible mining. The RGMPs provide a comprehensive ESG reporting framework that sets out clear expectations as to what constitutes responsible gold mining to help provide confidence to investors, supply chain participants and ultimately, consumers.

The RGMPs consist of ten umbrella principles and fifty-one detailed principles that cover key ESG themes. Member companies have three years to comply with the RGMPs and are required to obtain external assurance on their conformance to the RGMPs.

During 2020, Endeavour received external assurance on its first RGMP, 1.7 Accountabilities and Reporting and continued to progress on the implementation of the other RGMPs, including commissioning an independent external readiness assessment to confirm Endeavour’s internal gap assessment (conducted in 2019) and to provide additional recommendations in preparation for external assurance. For the year ended 31 December 2020, Endeavour received external assurance on seven RGMPs, the details of which are included in the Company’s 2020 Sustainability Report, available at www.endeavourmining.com.

Responding to Climate Change

Being responsible stewards of the environment is critical to the Group’s long-term success. The Group has been reporting on its Scope 1 and Scope 2 greenhouse gas emissions since 2017 and Scope 3 emissions since 2019.

In Q2-2021, Endeavour launched an augmented ESG strategy to reflect the Company’s increased size. Central to the strategy is protecting the environment, with a core focus on tackling climate change, water stewardship, conserving biodiversity as well as plastic waste, a material issue in its host countries.

As part of Endeavour’s journey to net zero by 2050, the Company is working on its roadmap to reduce its greenhouse gas emissions intensity by 30% by 2030. Among the eight levers identified to reduce emissions, the Company has identified that switching to renewable power has the most potential. Solar power is expected to form a core part of the Group’s energy mix going forward, starting with the solar power plant project at the Houndé mine.

To support this commitment, 25% of the 2021 long-term executive compensation award (vesting in 2023) is tied to the successful implementation of a carbon reduction strategy and the commissioning of at least one significant renewable energy power plant.

Sustainability Update

During Q2-2021, Endeavour published its 2020 Sustainability Report. This Report marks a new milestone in the Company’s disclosure with the continued enhancement of transparency and the adoption of standards set by the Task Force on Climate-related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board (“SASB”). In addition, external assurance was obtained for the first time on key ESG indicators.

To increase transparency on local procurement, Endeavour has also adopted the Local Procurement Reporting Mechanism (“LPRM”), a framework created by Mining Shared Value to support transparency within the supply chain and standardize information on mine site procurement.

Endeavour’s 2020 sustainability highlights include:

  • 95% of the Group’s workforce is from host countries and 66% of senior management is from West Africa
  • 74% of total procurement, amounting to approximately $622.0 million, spent on in-country suppliers, supporting over 2,000 national and local businesses
  • Distribution of $894.0 million in economic value to host countries, including $262.0 million in taxes and royalties
  • Invested $24.0 million, equivalent to $27 per ounce of gold produced, in local communities and host countries, including $6 million to support the fight against COVID-19
  • Successful decrease in malaria cases by 19% and the Group’s malaria incidence rate by 38%
  • Fourth consecutive year of no significant environmental incidents, since annual sustainability reporting began
  • Greenhouse gas emission intensity (CO2-equivalent per oz gold produced) reduced by 13% compared to 2018
  • Significantly improved CDP Climate Change score from D- to C and achieved a C for Water Security performance

Launch of an augmented ESG Strategy

In Q2-21, Endeavour announced an updated ESG strategy to reflect its increased size and scale. Endeavour’s ESG strategy is centered around two key pillars: investing in host countries and protecting the environment (as detailed above). These two pillars are underpinned by a strong governance framework and linked to clear, measurable ESG-related executive compensation targets (as outlined in the 2021 Management Information Circular).

The Company has also created the Endeavour Foundation, which will be its primary vehicle to implement its social investments and sustainability projects at the regional and national levels. The Endeavour Foundation’s focus areas are health, particularly malaria, education, access to water and energy, and economic development. The Endeavour Foundation will supplement the efforts being undertaken by ECODEV, an economic development fund established by Endeavour to support local economic growth by promoting and investing in the creation of long-term, sustainable, small and medium enterprises.

3.1.            HEALTH AND SAFETY

Endeavour puts the highest priority on safe work practices and systems. The Company’s ultimate aim is to achieve “zero harm” performance. The following table shows the safety statistics for the trailing twelve months ended 30 September 2021. The Group’s lost time injury frequency rate (“LTIFR”) continues to be well below the industry benchmark.

Table 17: LTIFR 1 and TRIFR 2 Statistics for the Trailing Twelve Months ended 30 September 2021 4

        Incident Category
  Fatality Lost Time Injury Total People Hours LTIFR1 TRIFR2
Boungou —      3,030,655 0.33    2.31
Houndé —    —    4,974,300 —    1.01
Ity —      6,325,846 0.16    1.26   
Karma —    —    3,146,415 —    —   
Mana —    —    5,140,283 —    2.92
Non Operations3 —      2,308,261 0.43    1.73   
Sabodala-Massawa4 —      3,611,419 0.55    2.77
Wahgnion4 —      4,111,630 0.49    1.95
Total —      32,648,809    0.21    1.75   

1 LTIFR = Number of LTIs in the Period x 1,000,000 / Total people hours worked for the period.
2 Total Recordable Injury Frequency Rate (“TRIFR”) = Number of ( LTI+Fatalities+Restricted Work Injury+Medical Treated Injury+First Aid Injury) in the period x 1,000,000 / Total people hours worked for the period.
3 “Non Operations” includes Corporate, Kalana and Exploration.
4 Data relating to the acquired Teranga entities have been included from their acquisition date.

3.2.            COVID-19 RESPONSE

Since the outbreak of the global COVID-19 pandemic, Endeavour has focused on the well-being of its employees, contractors and local communities, while ensuring business continuity. In addition, host governments in Côte d’Ivoire, Burkina Faso, Senegal and Mali have taken strict and pro-active measures to minimise overall exposure in their countries.

Protecting the well-being of employees, contractors, and local communities

  • Endeavour has implemented a range of preventative measures at all its sites, including social distancing, health screening, augmented hygiene and restricted access to sites. Commencing in Q2-21, this has included vaccination awareness campaigns across sites and offices and to date nearly 50% of the entire workforce have been vaccinated.
  • Endeavour has donated key medical equipment and supplies to regional, community and on-site medical centres across all four countries of its projects and operations and continues to monitor the needs of its communities.
  • A range of community programmes have been implemented during the pandemic, including micro-credit programmes, which have helped to support people in host communities whose livelihoods were impacted by the pandemic, and e-learning programmes in Burkina Faso to facilitate access to distance learning for students.

Business continuity response plan

  • In early March 2020, Endeavour put in place a business continuity plan to mitigate the risks and potential impact of the global COVID-19 pandemic, which has three levels of response:
    • Level 1, which the Group is currently operating under, involves a range of preventative measures including temperature checks, restricted access to sites, social distancing, increased hygiene standards and mandatory quarantine periods for employees arriving in-country, while otherwise continuing operations as normal.
    • Level 2 is designed to be initiated should COVID-19 become more prevalent in the countries in which the Group operates and involves comprehensive restrictions on movement into and out of the mines. Under these circumstances, Endeavour’s mines would be isolated, but mining operations and the shipment of gold would continue.
    • Level 3 involves the full or partial suspension of mining and processing operations.
  • The Company’s cloud-based strategy ensures that employees who need to work from home are able to access all the relevant applications, systems and collaboration tools needed to perform their duties. In addition, the Company’s cyber security response has been updated and is constantly tracked in light of the increased cyber security risk generally observed during the pandemic.

4. OPERATIONS REVIEW

The following tables summarises operating results for the three and nine months ended 30 September 2021 and 30 September 2020.

4.1.            Operational Review Summary

  • Q3-2021 consolidated production from continuing operations amounted to 382,273 ounces, an increase of 163,472 ounces or 75% compared to Q3-2020. Group production increased due to higher production at Ity, Houndé, and Boungou as well as the addition of the Sabodala-Massawa and Wahgnion mines which were acquired on 10 February 2021. These increases were offset by decreased production at Mana due to the expected lower grades from the open pit. Group AISC from continuing operations increased by 3% or $23 per ounce due to expected higher capital expenditure and scheduled higher operating cost at all operations which was offset by the inclusion of the lower cost Sabodala-Massawa mine due to more ounces sold.
  • YTD-2021 consolidated production from continuing operations increased by 637,732 ounces or 131% which was more than double that of YTD-2020, as a result of the acquisition of Teranga Gold Corporation (“Teranga”), a TSX-listed gold mining company which owned the Sabodala-Massawa and Wahgnion mines on 10 February 2021, as well as the benefit of the full nine months of operations of ex-SEMAFO Inc (“SEMAFO”) which owned the Mana and Boungou mines and which was acquired on 1 July 2020. AISC for all operations decreased by $36 per ounce or 4% to $875 per ounce due to the inclusion of the lower cost Sabodala-Massawa mine during the quarter, lower AISC at Houndé due to lower sustaining capital, as well as more than double the amount of ounces sold compared to YTD-2020.

Table 18: Group Production

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September 2021

 
30 September 2020

 
30 September 2021 30 September 2020
(All amounts in oz, on a 100% basis)
Boungou1 40,844    30,226    139,393    30,226   
Houndé 70,209    62,038    215,895    175,342   
Ity 61,494    44,470    211,863    152,265   
Karma 20,567    22,389    67,197    70,284   
Mana1 49,101    59,678    150,667    59,678   
Sabodala-Massawa2 105,913    —    240,717    —   
Wahgnion2 34,145    —    99,795    —   
PRODUCTION FROM CONTINUING OPERATIONS 382,273    218,801    1,125,527    487,795   
Agbaou3 —    24,816    12,575    76,713   
GROUP PRODUCTION 382,273    243,617    1,138,102    564,508   

1 Included for the post acquisition period commencing 1 July 2020.
2 Included for the post acquisition period commencing 10 February 2021.
3 Divested on 1 March, 2021.

Table 19: Group All-In Sustaining Costs1

(All amounts in US$/oz) THREE MONTHS ENDED NINE MONTHS ENDED  
30 September 2021 30 September 2020 30 September 2021 30 September 2020  
 
Boungou2 800    752    795    752     
Corporate  G&A 23    22    26    30     
Houndé 921    865    833    966     
Ity 915    775    830    728     
Karma 1,259    1,073    1,162    949     
Mana2 1,029    896    996    896     
Sabodala-Massawa3 655    —    667    —     
Wahgnion3 1,097    —    964    —     
AISC1 FROM CONTINUING OPERATIONS 904    881    872    896     
Agbaou4 —    1,139    1,131    1,013     
GROUP AISC1 904    906    875    911     
1 This is a non-GAAP measure.
2 Included for the post acquisition period commencing 1 July 2020.
3 Included for the post acquisition period commencing 10 February 2021.
 4 Divested on 1 March 2021.
         


4.2.            Boungou Gold Mine, Burkina Faso
 

Table 20: Boungou Key Performance Indicators 1

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September 2021 30 September 2020 30 September 2021 30 September 2020
Operating Data          
Tonnes ore mined kt 539 124 1,136 124
Tonnes of waste mined kt 6,587 170 21,009 170
Tonnes of ore milled kt 349 308 1,000 308
Average gold grade milled g/t 3.76 3.15 4.34 3.15
Recovery rate % 95    94    95 94   
Gold produced oz 40,844 30,226 139,393 30,226
Gold sold oz 41,286 35,411 137,119 35,411
Realised gold price $/oz 1,774 1,877 1,780 1,877
Financial Data ($'000)          
Revenue $ 73,242    66,450    244,093    66,450   
Operating expenses $ (25,248)   (26,836)   (82,172)   (26,836)  
Royalties $ (4,365)   (4,106)   (14,706)   (4,106)  
Non-cash operating expenses2 $ —    4,830    4,330    4,830   
Total Cash Cost 3 $ (29,613)   (26,112)   (92,548)   (26,112)  
Sustaining capital3 $ (3,403)   (505)   (16,468)   (505)  
Total All-in Sustaining Costs 3 $ (33,016)   (26,617)   (109,016)   (26,617)  
Non-sustaining capital3 $ (5,449)   (848)   (13,874)   (848)  
Total All-in Costs 3 $ (38,465)   (27,465)   (122,890)   (27,465)  
All-In Margin 3, 4 $ 34,777    38,985    121,203    38,985   
Cash cost per ounce sold 3 $/oz 717    737    675    737   
Mine All-In Sustaining Costs per ounce sold 3 $/oz 800    752    795    752   

1 Analysis of operations is only for the period after its acquisition by Endeavour on 1 July 2020.
2 Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 vs Q3-2020 insights

  • Production increased due to higher throughput and higher average grade processed as ore was sourced from the West Pit relative to Q3-2020 where the plant feed was mainly sourced from stockpiles as the Boungou mine had been on care and maintenance.
    • Tonnes mined increased significantly due to increased contractor mining fleet availability and utilisation compared to Q3-2020 where mining was limited to easily accessible ore as mining activities were restarting. In Q3-2021, ore mined was mainly sourced from the West Pit Phase 2 and 3 while pre-stripping continued in the East Pit.
    • Tonnes milled increased due to higher throughput resulting from good fragmentation of mined ore as well as operational improvements to optimise the feed to the SAG mill, pebble crusher and vertical tower mill.
    • Processed grade increased due to higher grade ore sourced from the West Pit Phase 2 and 3 compared to the prior period where plant feed was mainly from stockpiles.
  • AISC increased due to expected sustaining capital expenditures, which were partially offset by lower unit mining and processing costs due to increased efficiencies as a result of additional mining equipment commissioned in Q1-2021, improved mining fragmentation and shorter hauls associated with the near surface Phase 3 expansion.
  • Sustaining capital expenditure of $3.4 million mainly related to waste capitalisation at the West Pit and the third TSF wall raise.
  • Non-sustaining capital expenditure of $5.4 million related to pre-stripping at the East pit. 

YTD-2021 Insights

  • Production of 139,393 ounces benefited from high tonnes mined and milled at a high average grade benefiting from the full nine months of operations, while the equivalent period in 2020 only had one quarter of operations in which there were limited mining activities as mill feed was mainly sourced from the lower grade stockpiles prior to Q3-2020.
    • Total tonnes mined is attributable to the full nine months of production following the restart of full mining activities in early Q4-2020, the commissioning of additional mining equipment during Q1-2021 and the benefit of mining on the top benches, which include a shorter haul and improved efficiencies. Pre-stripping activities at the East pit have been ongoing since Q1-2021 and its expected to expose ore for mining in Q1-2022. Tonnes of ore mined was mainly sourced from the West pit during the nine months ended 30 September 2021.
    • Tonnes milled is high due to better mining fragmentation which increased mill utilisation, as well as the benefit of operational improvements to optimise the feed to the SAG mill, pebble crusher and vertical tower mill.
    • Average processed grade is high as better grades were increasingly sourced from the West Pit following the restart of mining activities in Q4-2020.
  • AISC per ounce is high due to the planned increase in sustaining waste capital, high unit mining cost due to the high strip ratios as well as high unit processing cost due to high power generation cost driven by high fuel prices.
  • Sustaining capital expenditures of $16.5 million during the year to date related to waste capitalisation at West pit and the commencement of the third TSF wall raise.
  • Non-sustaining capital expenditure of $13.9 million related to pre-stripping at the East pit.
  • There have been no interruptions in operations and supply procurement during YTD-2021 as management continues to focus on security enhancements at the Boungou mine following the restart of operations in Q4-2020.

2021 Outlook

  • Boungou is expected to achieve the bottom half of the FY-2021 production guidance of 180 - 200koz, while AISC are expected to continue to trend above the guided $690 - 740 per ounce range as a result of higher fuel prices and increased security costs.
  • Plant feed is expected to continue to be sourced from the West Pit with waste stripping activities continuing at the East Pit through to the end of the year. Mill throughput and average processed grades are expected to remain broadly consistent with year to date performance in Q4-2021.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $19.0 million, of which $16.5 million has been incurred year to date. The non-sustaining capital spend outlook for FY-2021 also remains unchanged compared to the initial guidance of $22.0 million, of which $13.9 million has been incurred year to date.

2021 Exploration Programme

  • An exploration programme of up to $7 million was planned for 2021, of which $5 million has been spent year to date consisting of 25,700 meters of drilling across 280 drillholes. During Q3-2021, $1 million was spent on exploration, consisting of 1,300 meters of drilling. The exploration efforts were focused on delineating near mine targets including Natougou Northeast, Boungou Northwest and Boungou North.
  • At Natougou Northwest, drilling continues to delineate the zone of higher-grade mineralisation trending North-Northwest that remains open to the north. Throughout Q4-2021 and into 2022, drilling will focus on both delineating this trend, and at Natougou Southeast and Natougou Southwest targeting the extension of existing mineralised trends and on the evaluation of inferred resources.
  • At Boungou Northwest, year to date drilling demonstrated promising initial results, identifying the continuation of the Boungou shear down plunge. Follow-up drilling in Q4-2021 and 2022 will continue to evaluate this shear zone.
  • During Q4-2021 and in 2022 further drilling will focus on expanding the footprints and defining resources at Natougou Northwest, Boungou North and Boungou Northwest.
  • Reconnaissance drilling to the north of Boungou following up on geochemical anomalies, at the Osaanpalo and Tawori targets, identified shallow oxide mineralization. Follow up drilling in 2022 will focus on delineating these early-stage targets, as well as the Dangou target. 

4.3.            Houndé Gold Mine, Burkina Faso

Table 21: Houndé Key Performance Indicators

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating Data          
Tonnes ore mined kt 596 1,231 3,620 3,204
Tonnes of waste mined kt 11,370 8,702 34,000 29,550
Tonnes milled kt 1,142 1,010 3,396 3,111
Average gold grade milled g/t 2.11 2.06 2.15 1.91
Recovery rate % 92    92    92    92   
Gold produced oz 70,209 62,038 215,895 175,342
Gold sold oz 75,381 62,273 219,239 176,375
Realised gold price $/oz 1,783 1,858 1,781 1,728
Financial Data ($'000)          
Revenue $ 134,401    115,721    390,471    304,746   
Operating expenses $ (39,158)   (37,352)   (121,209)   (115,759)  
Royalties $ (8,390)   (9,516)   (26,205)   (24,646)  
Total Cash Cost 1 $ (47,548)   (46,868)   (147,414)   (140,405)  
Sustaining capital1 $ (21,858)   (6,999)   (35,162)   (29,890)  
Total All-In Sustaining Costs 1 $ (69,406)   (53,867)   (182,576)   (170,295)  
Non-sustaining capital1 $ (619)   (7,327)   (10,300)   (14,892)  
Total All-in Costs 1 $ (70,025)   (61,194)   (192,876)   (185,187)  
All-In Margin 1, 2 $ 64,376    54,527    197,595    119,559   
Cash cost per ounce sold 1 $/oz 631    753    672    796   
Mine All-In Sustaining Costs per ounce sold 1 $/oz 921    865    833    966   

1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
2 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 vs Q3-2020 insights

  • Production increased, despite lower tonnes of ore mined compared to Q3-2020, due to the higher plant throughput at higher grade, as ore was source from the high grade oxide material from the Kari Pump area.
    • Tonnes of ore mined decreased due to the focus on waste stripping at the Vindaloo Main pit as well as pre-stripping activities at the high grade Kari West. Ore was sourced from the high grade oxide Kari Pump deposit and supplemented by fresh ore from the Vindaloo Center, stockpiles and limited mining at Bouéré pits.
    • Tonnes milled increased due to the higher throughput rate that resulted from higher proportion of oxide ore in the blend.
    • Average gold grade milled increased in Q3-2021 due to higher grade ore from the Kari-Pump and Vindaloo Main pits, compared to lower grade ore from Vindaloo Center and lower grade stockpiles in Q3-2020.
  • AISC increased due to higher sustaining capital as well as higher unit processing cost due to increased use of on-site generated power. Higher costs were partially offset by lower unit mining costs as a result of mining more oxide material with lower associated drill and blast costs.
  • Sustaining capital of $21.9 million is related to waste capitalisation at the Vindaloo Main and Kari Pump pits.
  • Non-sustaining capital of $0.6 million is related to the costs associated with the development of the Kari West pit.

YTD-2021 vs YTD-2020 Insights

  • Production increased significantly due to increased throughput and higher average processed grades, mainly as a result of the ramp-up of the high grade Kari Pump deposit.
    • Tonnes of ore mined increased mainly due to the ramp up at the Kari Pump pit and increased ore tonnes mined from the Vindaloo Center pit, which allowed further optionality in the mine plan compared to prior periods when Kari Pump was at the pre-stripping stage.
    • Tonnes milled increased as mill throughput improved due to the higher proportion of oxide ore from the Kari Pump pit, offsetting the higher volumes of fresh ore from the Vindaloo Center, Vindaloo Main and Bouéré pits.
    • Average gold grade milled increased due to ore sourced from the high grade Kari Pump ore, which was supplemented by ore from the Vindaloo Center, Vindaloo Main and the Bouéré pits.
  • AISC decreased due to lower unit mining costs as a result of lower drill and blast requirements for the oxide ore from the Kari Pump pit as well as lower unit sustaining capital costs per ounce, which was slightly offset by higher unit processing cost associated with scheduled maintenance and higher unit G&A costs associated with the Kari Pump permitting process.

2021 Outlook

  • FY-2021 production at Houndé is expected to be near the top end of its guidance of 240 - 260koz as year to date performance was stronger than scheduled due to the better-than-expected mining productivity achieved during the pre-stripping of Kari Pump which enabled access to greater volumes of high grade oxide ore. AISC is expected to be near the bottom end of its guided range of $855 - 905 per ounce.
  • In Q4-2021, mining activities will continue to focus on Kari Pump, supplemented by contributions from Vindaloo Main and Kari West. Mining is expected to increase at Vindaloo Main and Kari West after completion of the pre-strip. Throughput is expected to decline slightly, compared to year to date throughput, and processed grade is expected to be lower as the contribution from the high grade Kari Pump deposit will be reduced as Vindaloo Main and Kari West provide an increased proportion of the feed.
  • Due to a stronger than guided production outlook, the sustaining capital spend for FY-2021 is expected to be above initial guidance of $39.0 million, of which $35.2 million has been incurred year to date.
  • Non-sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $13.0 million, of which $10.3 million has been incurred year to date.

2021 Exploration Programme

  • An exploration programme of up to $7 million was initially planned for 2021, however given our exploration success here early in the year, $14 million has now been spent year to date, consisting of 74,800 meters of drilling across 667 drillholes. During Q3-2021, $7 million was spent on exploration consisting of 6,000 meters of drilling. The exploration efforts were focused on Mambo, Vindaloo South and the intersection between Kari Gap and Kari Center.
  • Drilling at the Mambo target, a recent discovery located 12km from the Houndé plant, has continued to extend mineralisation to over 1,000 meters in length and it remains open to the Southwest, Northeast, and at depth. A maiden resource at Mambo is expected to be published in Q4-2021.
  • During Q3-2021, at Vindaloo South and the intersection between Kari Gap and Kari Center drilling continued to target extensions to the currently defined mineralisations.
  • During Q4-2021 and into 2022, exploration will continue to focus on expanding Mambo, Vindaloo South and the intersection between Kari Gap and Kari Center. In addition, Endeavour will advance higher grade targets such as Sia Sianikoui and Dohoum through additional drilling.

4.4.            Ity Gold Mine, Côte d’Ivoire

Table 22: Ity CIL Key Performance Indicators

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating Data          
Tonnes ore mined kt 1,690 2,352 5,672 5,911
Tonnes of waste mined kt 3,886 3,970 12,654 11,012
Tonnes milled kt 1,530 1,307 4,624 3,897
Average gold grade milled g/t 1.50 1.34 1.74 1.52
Recovery rate % 83    81    81    81   
Gold produced oz 61,494 44,470 211,863 152,265
Gold sold oz 63,403 47,478 221,263 157,138
Realised gold price $/oz 1,778    1,869    1,786    1,711   
Financial Data ($'000)          
Revenue $ 112,731    88,755    395,224    268,897   
Operating expenses $ (46,325)   (29,331)   (144,165)   (94,263)  
Royalties $ (6,171)   (5,239)   (21,670)   (14,455)  
Total Cash Cost 1 $ (52,496)   (34,570)   (165,835)   (108,718)  
Sustaining capital1 $ (5,526)   (2,249)   (17,866)   (5,625)  
Total All-in Sustaining Costs 1 $ (58,022)   (36,819)   (183,701)   (114,343)  
Non-sustaining capital1 $ (3,944)   (3,697)   (24,367)   (25,390)  
Total All-in Costs 1 $ (61,966)   (40,516)   (208,068)   (139,733)  
All-In Margin 1, 2 $ 50,765    48,239    187,156    129,164   
Cash cost per ounce sold 1 $/oz 828    728    749    692   
Mine All-In Sustaining Costs per ounce sold 1 $/oz 915    775    830    728   

1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
2 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 vs Q3-2020 insights

  • Production increased significantly due to higher throughput, higher average processed grade, as well as improved recovery rates .
    • Tonnes ore mined decreased due to the greater focus on waste stripping. Ore was mainly sourced from the Bakatouo, the historic heap leach waste dumps and Daapleu, supplemented by ore from the Ity and Colline Sud pits. In Q3-2020 supplemental ore was sourced from the Aires and Verse Ouest stockpiles, whereas in Q3-2021 supplemental ore was from the Walter and the newly commissioned Le Plaque and Flotouo pits providing greater operational flexibility.
    • Tonnes milled increased and continued to perform above nameplate due to improvements in plant maintenance strategies and continued use of the surge bin feeder, despite a higher proportion of transitional and fresh ore being processed.
    • Processed grade increased due to the benefit of the higher grade ore from the Bakatouo and Daapleu pits, which was supplemented with ore from the historic heap leach waste dumps and Ity.
    • Recovery rates increased due to a higher proportion Bakatouo fresh ore in the blend compared to Daapleu fresh ore in Q3-2020, which has associated lower recoveries due to its refractory nature.
  • AISC per ounce increased due to higher sustaining capital related to waste stripping and mining equipment as well as higher unit processing costs due to the increase in the proportion of transitional and fresh material and the resulting increase in reagent consumption.
  • Sustaining capital expenditure of $5.5 million related primarily to waste stripping at the Ity, Bakatouo, Walter and Colline Sud pits as well as the acquisition of mining geotechnical monitoring equipment and strategic heavy vehicle spare parts.
  • Non-sustaining capital expenditure of $3.9 million mainly related to the construction of the TSF stage 3 raise, pre-leach and tank spargers as well as Le Plaque waste dump sterilisation drilling.
  • During Q2-2021, Ity transitioned from owner mining to contract mining with Societe de Forage et des Travaux Publics (“SFTP”), a local contractor who is already performing contract mining services at our Karma and Boungou mines. As a part of the transition, the mining fleet at Ity was sold to SFTP for a consideration of approximately $24.2 million which is expected to be received during Q4-2021.

YTD-2021 vs YTD-2020 Insights

  • Production increased significantly due to higher throughput and higher processed grades.
    • Tonnes of ore mined decreased due to the higher strip ratio, which was partially offset by the higher mining fleet availability and and the commencement of mining at the Walter, Le Plaque and Flotouo pits, which provided greater operational flexibility.
    • Tonnes milled increased due to higher mill utilisation and the supplemental processing of oxide ore through the surge bin.
    • Average gold grade milled increased due to the higher grade ore sourced from the Bakatouo and Daapleu.
  • AISC per ounce increased due to higher unit processing costs related to higher proportion of fresh ore being processed and increased sustaining capital as a result of higher capitalised waste.

2021 Outlook

  • FY-2021 production at Ity is on track to be near the top end of its guidance of 230 - 250koz with AISC expected to be near the top end of its $800 - 850 per ounce guided range. Year to date performance was stronger than anticipated due to the benefit of a combination of higher throughput, grade, and higher recoveries.
  • Mining activity is expected to increase at the higher grade Le Plaque pit in Q4-2021. Stripping activity, which was partially deferred due to low equipment availability earlier in the year, is expected to continue in Q4-2021 at the Ity pit. Throughput is expected to be slightly lower in Q4-2021 compared to previous quarters due to an increased proportion of fresh ore sourced from Daapleau.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $28.0 million, of which $17.9 million has been incurred year to date. As previously reported, non-sustaining capital spend for FY-2021 is expected to amount to approximately $40.0 million, of which $24.4 million has been incurred year to date.

2021 Exploration Programme

  • An exploration programme of $9 million was initially planned for 2021, however given the success, $10 million has already been spent year to date consisting of 69,500 meters of drilling across 538 drillholes. During Q3-2021, $4 million was spent on exploration consisting of more than 24,400 meters of drilling. The exploration efforts were focused on Le Plaque South (Delta Extension), West Flotouo (Verse Ouest), Daapleu Deep, Yopleu-Legaleu and the junction between Bakatouo and Walter.
  • During Q3-2021, drilling on the West Flotouo target led to the discovery of further high grade mineralised lenses immediately below the former Flotouo dump, located in proximity to the plant. West Flotouo is open to the north, south and at depth. As such, during Q4-2021 further delineation of this discovery is expected and a maiden resource is expected to be published in late 2021.
  • Drilling in the Le Plaque area focused on extending mineralisation at Le Plaque South, Delta Extension and Yopleu-Legaleu. An updated Le Plaque resource is expected to be published in Q4-2021.
  • Drilling conducted at Daapleu Deep continued to extend mineralisation to over 300 meters downdip of the current pit design. Daapleau Deep will be delineated further in Q4-2021 and in 2022.
  • Drilling at the junction between the Bakatouo and Walter deposits confirmed that the skarn style mineralisation is continuous between the two deposits and that it remains open at depth. Exploration will continue to delineate this target in Q4-2021 and in 2022. 

4.5.            Karma Gold Mine, Burkina Fas

Table 23: Karma Key Performance Indicators

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating Data          
Tonnes ore mined kt 1,393 1,011 3,889 3,528
Tonnes of waste mined kt 3,579 3,381 12,441 10,618
Tonnes of ore stacked kt 1,264 1,192 3,911 3,544
Average gold grade stacked g/t 0.70 0.76 0.77 0.86
Recovery rate % 64    72    66    79   
Gold produced oz 20,567 22,389 67,197 70,284
Gold sold oz 20,693 23,324 68,704 71,454
Realised gold price1 $/oz 1,659 1,537 1,651 1,436
Financial Data ($'000)          
Revenue1 $ 34,333    35,844    113,416    102,579   
Operating expenses $ (22,890)   (20,077)   (69,042)   (54,132)  
Royalties $ (3,136)   (3,410)   (10,294)   (9,489)  
Total Cash Cost 2 $ (26,026)   (23,487)   (79,336)   (63,621)  
Sustaining capital2 $ (17)   (1,535)   (499)   (4,202)  
Total All-In Sustaining Costs 2 $ (26,043)   (25,022)   (79,835)   (67,823)  
Non-sustaining capital2 $ (239)   (1,706)   (3,134)   (7,618)  
Total All-in Costs 2 $ (26,282)   (26,728)   (82,969)   (75,441)  
All-In Margin 2, 3 $ 8,051    9,116    30,447    27,138   
Cash cost per ounce sold 2 $/oz 1,258    1,007    1,155    890   
Mine All-In Sustaining Costs per ounce sold 2 $/oz 1,259    1,073    1,162    949   

1 Revenue and realised gold price are inclusive of the Karma stream.
2 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.

3 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 vs Q3-2020 insights

  • Production decreased despite the increased stacking rate due to the expected lower average grade and recovery rates on account of a higher proportion of transitional GG1 ore stacked.
    • Total ore tonnes mined, which were mainly sourced from the GG1 pit, increased slightly due to the decrease in strip ratio.
    • The stacked ore grade decreased due to the lower grade from the GG1 pit compared to a combination of Kao North and GG1 pit materials stacked during the same period in prior year.
    • Recovery rate decreased as expected due to the increased proportion of transitional ore from the GG1 pit which has a lower associated recovery rate.
  • AISC per ounce increased due to the lower recovery rates which was partially offset by slightly lower unit processing cost. The lower unit processing costs were due to lower cement consumption per tonne for ore from the GG1 pit compared to higher cement consumption for Kao North materials in the prior period as well as lower cyanide consumption compared to prior period where extra cyanide was used to increase recovery.
  • Sustaining capital expenditure was negligible during Q3-2021.
  • Non-sustaining capital expenditure was $0.2 million, which was related to construction of new heap leach cells.

YTD-2021 vs YTD-2020 Insights

  • Production decreased despite the higher ore tonnes stacked due to lower grade material being stacked and lower recovery rates.
    • Ore tonnes mined decreased due to increased strip ratio and reduced mining at the Kao North pit which was partially offset by increased mining at the GG1 pit. The mine sequencing for H2-2021 has been modified to reduce the planned ore tonnes to be mined from the Kao North pit as management works to obtain the appropriate permits and approvals for the grave settlement relocation for the Kao North pit, which they expect to receive in Q4-2021.
    • Ore tonnes stacked increased due to higher stacker utilisation and the use of stockpiles to supplement the mill feed.
    • The average stacked grade decreased due to a higher proportion of the low grade GG1 and stockpile ore stacked during the YTD-2021 compared to YTD-2020 where a higher proportion of the higher grade Kao North ore was stacked.
    • Recovery rate decreased due to the higher proportion of the more transitional GG1 ore being stacked, which has a lower associated recovery rate.
  • AISC per ounce increased due to the higher strip ratio, higher royalties as well as lower recovery rates.
  • Sustaining capital expenditure was $0.5 million and related to dewatering boreholes and other site equipment upgrades.
  • Non-sustaining capital expenditure was $3.1 million and related to construction of new cells within the heap leach pad compared to non-sustaining costs in year to date prior year which related to the completion of the stacking system upgrades, leachate pump and power upgrade.

2021 Outlook

  • Karma is well positioned to meet its FY-2021 production guidance of 80 - 90koz and achieve AISC near the bottom end of the guided $1,220 - $1,300 per ounce range.
  • In Q4-2021, mining activity is expected to focus on the GG1 pits, supplemented by ore from the Rambo Pit. As a result of the increase in transitional material mined from the GG1 pits, processed grades and recoveries are expected to be lower, while mill throughput is expected to slightly increase compared to Q3-2021.
  • The sustaining capital outlook at Karma is expected to be significantly lower than the $11.0 million guided as a result of the waste development being included as an operating cost for 2021 due to the short mine life remaining at Karma.
  • The non-sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $5.0 million, of which $3.1 million has been incurred year to date.

2021 Exploration Programme

  • During Q3-2021, limited exploration work continued as part of the advanced grade control drilling programme, targeting near mine extensions to be added into the current mine plan. The focus was on Kao Main, Kao North, Kao North Southeast, Rambo, GG1, GG2, Anomaly B and Kanongo, which will be pursued in Q4-2021 and in 2022.

        
4.6.            Mana Gold Mine, Burkina Faso

Table 24: Mana Key Performance Indicators 1

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September 2021 30 September 2020 30 September 2021 30 September 2020
Operating Data          
Tonnes ore mined - open pit kt 592 465 1,496 465
Tonnes of waste mined - open pit kt 4,522 5,951 19,338 5,951
Tonnes ore mined - underground kt 199 197 658 197
Tonnes of waste mined - underground kt 47 116 212 116
Tonnes of ore milled kt 667 593 1,942 593
Average gold grade milled g/t 2.50 3.43 2.62 3.43
Recovery rate % 91    95    91    95   
Gold produced oz 49,101 59,678 150,667 59,678
Gold sold oz 48,762 67,806 159,085 67,806
Realised gold price $/oz 1,780 1,889 1,786 1,889
Financial Data ($'000)          
Revenue $ 86,776    128,069 284,174    128,069
Operating expenses $ (42,320)   (51,799) (129,940)   (51,799)
Royalties $ (5,745)   (7,754) (18,782)   (7,754)
Non-cash operating expenses2 $ —    3,560 379    3,560
Total Cash Cost 3 $ (48,065)   (55,993) (148,343)   (55,993)
Sustaining capital3 $ (2,130)   (4,781) (10,150)   (4,781)
Total All-in Sustaining Costs 3 $ (50,195)   (60,774) (158,493)   (60,774)
Non-sustaining capital3 $ (11,222)   (9,953) (56,387)   (9,953)
Total All-in Costs 3 $ (61,417)   (70,727) (214,880)   (70,727)
All-In Margin 3, 4 $ 25,359    57,342 69,294    57,342
Cash cost per ounce sold 3 $/oz 986    826 932    826
Mine All-In Sustaining Costs per ounce sold 3 $/oz 1,029    896 996    896

1 Analysis of operations is only for the period after its acquisition by Endeavour on 1 July 2020.

2 Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
4 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 vs Q3-2020 insights

  • Production decreased despite the increase in tonnes of ore mined due to the expected lower grades from the Wona South Stage 2 and 3 pit as well as lower grade from the Siou underground.
    • Open pit tonnes of ore mined increased due to overall lower strip ratio at the Wona South stage 2 and 3 pit compared to Q3-2020, where ore was sourced from Wona North stage 3 with a goodbye cut in Q1-2021 in favour of the underground mining option.
    • Total underground ore tonnes mined was consistent with the prior quarter, however in Q3-2021 less underground waste was mined as the mining focus shifted to a higher proportion of production stopes, compared to a higher proportion of development stopes in Q3-2020.
    • Tonnes milled increased due to an increase in mill availability and utilisation on account of improved mining fragmentation and softer ore characteristics in the Wona South pit compared to the Wona North pit.
    • The average processed grade decreased as expected due to lower open pit grades mined from the Wona South pit.
    • Recovery rates decreased due to the higher viscosity of the ore from the Wona South pit in the blend.
  • AISC was higher due to higher processing and related maintenance costs as the proportion of fresh ore tonnes milled increased as well as higher open pit unit mining costs due to an increase in blasting and drilling activities during the period. This was offset by lower loading and hauling costs due to a decrease in total tonnes mined.
  • Sustaining capital of $2.1 million is related to underground development to create new stoping levels.
  • Non-sustaining capital expenditure of $11.2 million was mainly related to waste capitalisation, activities related to the preparation of the Wona underground portals and the TSF raise.

YTD-2021 Insights

  • Production of 150,667 ounces represents the first full nine month year to date operations since its acquisition on 1 July 2020 compared to prior year where it operated for three month subsequent to its integration into the Group.
    • Total open pit tonnes of ore mined during the year were mainly sourced from the Wona South stage 2 and 3 while there was a goodbye cut at the North stage 3 during Q1-2021.
    • The underground operations achieved strong performance year to date delivering 658 thousand tonnes of ore mainly from longhole stopes.
    • Tonnes milled was high due to an increased average throughput per hour on account of the softer ore characteristics of Wona South pit which resulted in the higher plant throughput.
    • The average processed grade was lower due to viscosity of the ore from the Wona South pit.
  • AISC was higher but remains within guidance due to higher processing costs along with increased underground unit mining costs attributable to increased stoping activity and additional ground support development.
  • Sustaining capital expenditures of $10.2 million are related to underground development, as well as heavy mobile equipment.
  • Non-sustaining capital of $56.4 million driven by underground development and the TSF raise.

2021 Outlook

  • FY-2021 production at Mana is well positioned to be near the top end of its guidance of 170 - 190koz and near the top end of its AISC guidance of $975 - 1,050 per ounce, due to its strong performance driven by improved mill availability, and increased underground tonnes mined.
  • Ore in Q4-2021 is expected to continue to be sourced from the Siou underground mine while open pit mining activities at Wona Stage 2 and 3 pits are expected to wind down in H1-2022. Following optimisation studies completed in Q2-2021, Wona is being pursued as an underground operation with underground development being expedited as the portal development has commenced. Grades are expected to be slightly lower, compared to Q3-2021, while recovery rates and throughput are expected to remain similar.
  • The total sustaining and non-sustaining capital spend outlook for FY-2021 remains unchanged. As previously reported, in light of the reduction in required stripping activities at Wona, following the decision to shift to underground mining, the FY-2021 sustaining capital outlook is expected to be significantly lower than the $27.0 million guided, of which $10.2 million has been incurred. Due to the reallocation of capital to the Wona underground development, the non-sustaining capital outlook for FY-2021 is expected to amount to slightly more than the $62.0 million guided, of which $56.4 million has been incurred.

2021 Exploration Programme

  • An exploration programme of $8 million was planned for 2021 of which $9 million has already been spent year to date consisting of 59,600 meters of drilling across 459 drillholes. During Q3-2021, $2 million was spent on exploration focussed on the Maoula open pit oxide target, and on evaluating underground targets at Siou, Wona and Nyafe.
  • At Maoula, exploration work focused on defining Indicated resources in the western and eastern lenses of the deposit and to the southwest, where the deposit remains open.
  • At Siou South and Nyafe, exploration work focused on interpreting drilling completed earlier this year to plan further delineation drilling in Q4-2021 and in 2022.
  •  

4.7.            Sabodala-Massawa Gold Mine, Senegal

Table 25: Sabodala -Massawa Key Performance Indicators 1

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September 2021 30 September 2020 30 September 2021 30 September 2020
Operating Data          
Tonnes ore mined kt 1,717 4,884
Tonnes of waste mined kt 9,798 23,260
Tonnes milled kt 1,079 2,696
Average gold grade milled g/t 3.32 3.11
Recovery rate % 90    90   
Gold produced oz 105,913 240,717
Gold sold oz 107,547 258,563
Realised gold price2 $/oz 1,748 1,750
Financial Data ($'000)          
Revenue2 $ 187,995    —    452,529    —   
Operating expenses $ (49,431)   —    (143,761)   —   
Royalties $ (10,541)   —    (25,395)   —   
Non-cash operating expenses3 $ 7,059    —    32,699    —   
Total Cash Cost 4 $ (52,913)   —    (136,457)   —   
Sustaining capital4 $ (17,519)   —    (35,965)   —   
Total All-In Sustaining Costs 4 $ (70,432)   —    (172,422)   —   
Non-sustaining capital4 $ (10,150)   —    (19,891)   —   
Total All-in Costs 4 $ (80,582)   —    (192,313)   —   
All-In Margin 4, 5 $ 107,413    —    260,216    —   
Cash cost per ounce sold 4 $/oz 492    —    528    —   
Mine All-In Sustaining Costs per ounce sold 4 $/oz 655    —    667    —   

1 Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.
2 Revenue and realised gold price are inclusive of the Sabodala -Massawa stream.

3 Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
4 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.

5 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 Insights

  • Strong production of 105,913 ounces due to a higher throughput and higher average gold grade milled as well as stable recovery rate.
    • Total tonnes mined were high reflecting the combination of favourable mining conditions, a high proportion of oxide material mined and good productivity of shovels and excavators. Additionally, there was high waste stripping at the Sofia North pit to provide access to good grades to offer more optionality in future mining.
    • Ore was sourced from the Sofia Main and Sofia North pits on the Massawa lease and the Sabodala pit, following the completion of mining at the Golouma West and Kourouloulou pits on the Sabodala lease in Q1-2021.
    • Tonnes milled were higher due to high mill availability as a high proportion of fresh ore was introduced to the mill preventing mill chutes and screens becoming blocked. Ore tonnes milled comprised mainly fresh ore from the Sofia Main pit, supplemented by oxide material from Sofia North pit.
    • Average processed grades were high due to processing high grade fresh material sourced from Sofia Main, supplemented by oxide ore from the Sofia North pit.
  • AISC of $655 per ounce was low and tracking below the lower end of the guidance due to lower unit mining and processing cost due to improved conditions as tonnes mined and processed were higher than anticipated.
  • Sustaining capital expenditure of $17.5 million was related to purchases of additional dump trucks, bulldozers, water tankers, slope radar system and planned waste capitalisation.
  • Non-sustaining capital expenditure of $10.1 million mostly was related to the relocation activities of the Sabodala village, the Massawa haul road and other infrastructure developments at Massawa.

YTD-2021 Insights

  • Strong production of 240,717 ounces represents operations following the acquisition on 10 February 2021.
    • Ore was mainly sourced from the Sofia Main and Sofia North pits during the nine month period, supplemented by ore from Golouma and Kourouloulou which was completed in Q1-2021.
    • Tonnes milled were mainly fresh materials from the Sofia Main pit while the oxide blend was sourced from the Sofia North pit during and supplemented by oxide from Golouma West during Q1-2021.
    • The average processed grade for the period benefited from the processing of fresh high grade ore from the Sofia Main pit.
  • AISC of $672 per ounce is below the lower end of the guided range due to low mining and processing unit costs, in addition to higher than expected ounces sold.
  • Sustaining capital expenditure of $36.0 million was related to purchases of additional mining equipment, a TSF raise and planned waste capitalisation.
  • Non-sustaining capital expenditure of $19.9 million mostly related to the relocation activities of the Sabodala village, the new haul road and infrastructure developments at the Massawa permit mining areas.

2021 Outlook

  • Given its strong performance year to date, FY-2021 production at Sabodala-Massawa is well positioned to be near the top end of its guidance of 310 - 330koz with an AISC near the bottom end of the $690 - 740 per ounce guidance, for the post acquisition period commencing on 10 February 2021.
  • The Sofia Main and Sofia North pits will continue to contribute the majority of the ore mined for Q4-2021, while waste extraction at Sofia North and Sabodala pits is expected to continue. Mill throughput and processed grades are expected to remain similar to year to date average grades.
  • As previously reported, the sustaining capital spend for FY-2021 is expected to be above the initially guided $35.0 million, with $36.0 million already incurred, due to investments in additional mining fleet and equipment. As also previously reported, the non-sustaining capital spend for FY-2021 is expected to be below the initial guided $47.0 million, with $19.9 million already incurred, due to the deferral of spend on the Sabodala relocation construction costs as a greater focus was placed on mining the Sofia pits.

Plant Expansion

  • The Massawa deposit is being integrated into the Sabodala mine through a two-phased approach, as outlined in the 2020 pre-feasibility study (“PFS”).
  • Phase 1 of the plant expansion, which is on schedule for completion in Q4-2021, will facilitate processing of an increased proportion of high grade, free-milling Massawa ore through the Sabodala processing plant.
  • Installation of Packages 1 to 5, which include the electrowinning cell, carbon regeneration kiln, acid wash and elution circuit, and a new leach tank are all now largely complete. Commissioning of these packages is underway with completion expected ahead of schedule in early Q4-2021. Installation of Package 6, the Gravity Circuit, is well underway with civil and structural works completed and expected commissioning during Q4-2021.
  • A total of $11.6 million was incurred year to date for the Phase 1 plant expansion and classified as growth capital, of which $0.3 million was incurred prior to its acquisition on 10 February 2021.
  • Phase 2 of the expansion will add an additional processing circuit to process the high grade refractory ore from the Massawa deposit. The definitive feasibility study (“DFS”) for Phase 2 is underway. Following successful exploration drilling, resource updates are expected to be published in Q4-2021 and will be incorporated into the DFS which is now scheduled to be published in early 2022.

2021 Exploration Programme

  • An exploration programme of up to $13 million was planned for 2021, of which $9 million has already been spent year to date consisting of 72,300 meters of drilling across 680 drillholes. During Q3-2021 alone, $5 million was spent on exploration consisting of more than 25,900 meters of drilling. The exploration efforts were focused on Samina, Tina, Sofia North Extension and Bambaraya. Following the exploration success year to date, an updated resource is expected to be published in Q4-2021.
  • During Q3-2021, drilling conducted at Samina, Tina and Sofia North Extension deposit was focused on extending mineralization along strike and downdip.
  • Drilling at Bambaraya has been prioritised as Bambaraya is a prime target located just 13 kilometres away from the Sabodala mill. During Q3-2021 mineralisation was extended to 800 meters in strike length in the north-south direction. In addition, higher grade zones have been identified and will be followed up in Q4-2021 and in 2022.
  • During Q4-2021, exploration work will be focused on defining resources at Samina, Tina and the Sofia North Extension with a resource update expected in Q4-2021


 

4.8.            Wahgnion Gold Mine, Burkina Faso

Table 26: Wahgnion Key Performance Indicators 1

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September 2021 30 September 2020 30 September 2021 30 September 2020
Operating Data          
Tonnes ore mined kt 917 2,753
Tonnes of waste mined kt 5,237 15,467
Tonnes milled kt 809 2,363
Average gold grade milled g/t 1.40 1.35
Recovery rate % 93    94   
Gold produced oz 34,145 99,795
Gold sold oz 35,360 112,738
Realised gold price $/oz 1,760 1,783   
Financial Data ($'000)          
Revenue $ 62,221    —    201,009    —   
Operating expenses $ (32,089)   —    (98,281)   —   
Royalties $ (4,162)   —    (13,731)   —   
Non-cash operating expenses2 $ 1,496    —    10,840    —   
Total Cash Cost 3 $ (34,755)   —    (101,172)   —   
Sustaining capital3 $ (4,052)   —    (7,501)   —   
Total All-In Sustaining Costs 3 $ (38,807)   —    (108,673)   —   
Non-sustaining capital3 $ (7,536)   —    (20,294)   —   
Total All-in Costs 3 $ (46,343)   —    (128,967)   —   
All-In Margin 3, 4 $ 15,878    —    72,042    —   
Cash cost per ounce sold 3 $/oz 983    —    897    —   
Mine All-In Sustaining Costs per ounce sold 3 $/oz 1,097    —    964    —   

1 Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.

2 Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.

4 All-In Margin is calculated as revenue less all-in costs for the period.

Q3-2021 Insights

  • Production of 34,145 ounces was lower than the previous quarter due to lower mill throughput and lower recovery rates, reflecting the high proportion of fresh material processed.
    • Tonnes of ore mined were largely fresh materials from the Nogbele North pit supplemented by oxide materials from the Nogbele South and Fourkoura pits.
    • Tonnes milled was a blend of greater quantities of fresh materials sourced from the Nogbele North and the Fourkoura pits and smaller oxide quantities from the Nogbele South, Nogbele North and Fourkoura pits.
    • Average gold grade milled reflects blend of materials from the Nogbele North, Nogbele South and Fourkoura in the blend.
  • AISC per ounce is higher than expected due to the expected high strip ratio as well as high unit mining and unit processing cost due to mining and milling mostly fresh materials.
  • Sustaining capital expenditure of $4.1 million was related to waste capitalisation.
  • Non-sustaining capital expenditure of $7.5 million related to the TSF stage 2 raise, construction of the airstrip and Foukoura resettlement costs.

YTD-2021 Insights

  • Production of 99,795 ounces represents operations following the acquisition on 10 February 2021.
    • Total tonnes mined decreased in the third quarter due to the planned waste stripping program offset by increase in the second quarter. Ore mined was mainly sourced from the Nogbele North and Nogbele South pits, supplemented with ore from the Fourkoura pit where mining commenced earlier this year.
    • Tonnes milled were an equal mix of oxide and fresh materials on a year to date basis. During the second quarter, feed blend was mainly oxide materials sourced from the Nogbele North and Nogbele South pits while during the third quarter the feed blend contained a higher proportion of fresh materials sourced from the Nogbele North and Fourkoura pits.
    • Average gold grade milled was impacted by mining in low ore zones of the Nogbele South, the Nogbele North and Fourkoura pits due to focus on waste stripping during the period.
  • AISC per ounce is in line with guidance as sustaining capital expenditure, unit mining cost and unit processing cost were as expected.
  • Sustaining capital expenditure of $7.5 million was related to waste capitalisation, mining equipment and IT infrastructure upgrades.
  • Non-sustaining capital expenditure of $20.3 million related to the TSF stage 2 raise, construction of the airstrip and Foukoura resettlement costs.

2021 Outlook

  • Wahgnion is positioned to achieve the bottom half its FY-2021 production guidance of 140 - 155koz at an AISC of $940 - 990 per ounce, for the post acquisition period commencing on 10 February 2021.
  • In Q4-2021, mining is expected to continue at Nogbele North, Nogbele South, and Fourkoura pits with significant waste capitalisation continuing. Plant throughput is expected to decrease compared to year to date due to a higher proportion of fresh ore being processed, while process grades are expected to increase.
  • The sustaining capital spend outlook for FY-2021 remains unchanged compared to the initial guidance of $14.0 million, of which $7.5 million has been incurred, with the remaining spend mainly related to waste extraction at Fourkoura and Nogbele North pits. The non-sustaining capital spend outlook for FY-2021 also remains unchanged compared to the initial guidance of $26.0 million, of which $20.3 million has been incurred. The Q4-2021 non-sustaining spend mainly relates to construction of a second TSF cell.

2021 Exploration Programme

  • An exploration programme of up to $12 million was planned for 2021, of which $8 million was spent year to date consisting of 41,100 meters of drilling across 330 drillholes. During Q3-2021, $5 million was spent on exploration consisting of 31,500 meters of drilling. The exploration efforts continued to focus on Nogbele North and Nogbele South deposits, targeting the continuation of mineralised structures beneath and between the Nogbele pits.
  • Exploration efforts ramped up in Q3-2021, with continued focus on the extension and expansion of the Nogbele mineralization and this will continue in Q4-2021 and in 2022.
  • Delineation drilling at Fourkoura and Hillside targets, as well as reconnaissance drilling at Ouahiri South, Kassira and Bozogo will continue in Q4-2021 and in 2022.

4.9.            DISCONTINUED OPERATIONS  

Agbaou Gold Mine, Côte d’Ivoire

Table 27: Agbaou Key Performance Indicators 3

    THREE MONTHS ENDED NINE MONTHS ENDED
  Unit 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating Data          
Tonnes ore mined kt 527 353 1,943
Tonnes of waste mined kt 5,568 2,102 15,833
Tonnes milled kt 641 348 2,048
Average gold grade milled g/t 1.29 1.09 1.25
Recovery rate % 94    95    94   
Gold produced oz 24,816 12,575 76,713
Gold sold oz 25,279 14,045 77,769
Realised gold price $/oz 1,848 1,810 1,721
Financial Data ($'000)          
Revenue $ —    46,722    25,426    133,806   
Operating expenses $ —    (22,210)   (14,250)   (60,601)  
Royalties $ —    (2,689)   (1,418)   (7,486)  
Total Cash Cost 1 $ —    (24,899)   (15,668)   (68,087)  
Sustaining capital1 $ —    (3,893)   (223)   (10,715)  
Total All-in Sustaining Costs 1 $ —    (28,792)   (15,891)   (78,802)  
Non-sustaining capital1 $ —    (436)   (25)   (886)  
All-In Margin 1, 2 $ —    17,494    9,510    54,118   
Cash cost per ounce sold 1 $/oz —    985    1,116    876   
Mine All-In Sustaining Costs per ounce sold 1 $/oz —    1,139    1,131    1,013   

1 Non-GAAP measure. Refer to the non-GAAP Measures section for further details.

2 All-In Margin is calculated as revenue less all-in costs for the period.
3 Analysis of operations is only for the period up to its disposal by Endeavour on 1 March 2021.

On 1 March 2021, the Company completed the sale of its 85% interest in the Agbaou mine cash generating unit to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 million was received in the first quarter of 2021; (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter where the average gold price exceeds $1,900 per ounce; and (iv) a net smelter royalty ("NSR") on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.

YTD-2021 vs YTD-2020 Insights

  • Production decreased compared to same period in prior year due to operating the mine for a shorter period as the operations was discontinued through a sale. Average grade decreased due to lower grade at the deeper elevation of the North, West and South pits mined. Recovery rate remained flat.
  • AISC increased in line with expectation as a result of lower ounces sold as well as higher mining cost and higher processing cost. This was partially offset by lower sustaining capital spend.


 

5. FINANCIAL REVIEW

5.1.            STATEMENT OF COMPREHENSIVE EARNINGS

Table 28: Statement of Comprehensive Earnings

    THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) Notes 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Revenue [1] 691,707    434,839    2,080,926    870,741   
Operating expenses [2] (257,470)   (166,270)   (788,579)   (345,590)  
Depreciation and depletion [3] (156,614)   (115,314)   (446,860)   (193,707)  
Royalties [4] (42,509)   (30,024)   (130,783)   (60,450)  
Earnings from mine operations   235,114    123,231    714,704    270,994   
Corporate costs [5] (11,990)   (5,101)   (42,151)   (15,381)  
Acquisition and restructuring costs [6] (1,804)   (19,336)   (28,508)   (26,255)  
Share-based compensation [7] (7,281)   (7,117)   (25,075)   (13,682)  
Exploration costs [8] (2,855)   (900)   (18,539)   (4,029)  
Earnings from operations   211,184    90,777    600,431    211,647   
(Loss)/gain on financial instruments [9] (20,012)   (26,185)   7,258    (101,141)  
Finance costs [10] (14,696)   (12,213)   (40,708)   (35,534)  
Other (expense)/income [11] (3,380)   23,089    (13,890)   23,233   
Earnings before taxes   173,096    75,468    553,091    98,205   
Current income tax expense [12] (40,395)   (52,648)   (157,006)   (71,917)  
Deferred income tax (expense)/recovery [12] (158)   40,764    (3,662)   34,260   
Net earnings/(loss) from discontinued operations   —    6,580    (3,702)   22,463   
Net comprehensive earnings   132,543    70,164    388,721    83,011   

Review of results for the three and nine months ended 30 September 2021:

  1. Revenue for Q3-2021 was $691.7 million compared to $434.8 million for Q3-2020. The increase in revenue in Q3-2021 compared to Q3-2020 is primarily due to the acquisition of the Wahgnion and Sabodala-Massawa mines on 10 February 2021. During Q3-2021, the Wahgnion and Sabodala-Massawa mines contributed 142,907 ounces amounting to $250.2 million of the consolidated revenue while the remaining mines contributed 249,525 ounces amounting to $441.5 million. With respect to these five operations, an increase in total ounces sold favourably impacted revenue by $25.1 million while a decrease in average realised gold price negatively impacted revenue by $18.5 million.
    Revenue for YTD-2021 increased by 139% compared to YTD-2020 due to the acquired Wahgnion and Sabodala-Massawa mines on 10 February 2021, which contributed a total of $653.5 million to revenue YTD-2021, and the inclusion of the Boungou and Mana mines for the full YTD-2021 compared to the period after their acquisition on 1 July 2020, which contributed a total of $528.3 million to revenue for YTD-2021. The realised gold price increased from $1,713 per ounce in YTD-2020 to $1,768 per ounce in YTD-2021 which accounted for an increase in revenue of approximately $43.0 million for the Company’s three legacy continuing operations. In addition, 297,226 more ounces sold in YTD-2021 compared to YTD-2020 from the Company’s three legacy mines favourably impacted revenue by $179.8 million.
  2. Operating expenses for Q3-2021 were $257.5 million compared to $166.3 million in Q3-2020. The increase in operating expenses is due primarily to the addition of the Wahgnion and Sabodala-Massawa mines, with attributable operating expenses of $81.5 million for the current quarter. Additionally, operating expenses at Ity increased by $17.0 million due to increased unit processing costs due to the increase in the proportion transitional and fresh material and the resulting higher reagent consumption.
    The significant increase in operating expenses in YTD-2021 compared to the same period in the prior year was due to the addition of the Mana and Boungou mines, which were acquired on 1 July 2020, as well as the acquisition of the Wahgnion and Sabodala-Massawa mines, which were acquired on 10 February 2021. The total operating expenses for these four mines was $454.2 million. Ity, Karma and Houndé mine’s operating expenses were higher in YTD-2021 compared to same period in 2020 due to increased mining costs as well as increased production at Ity and Houndé.
  3. Depreciation and depletion in Q3-2021 was $156.6 million compared to $115.3 million in Q3-2020 with the increase mainly attributable to the acquisition of the Wahgnion and Sabodala-Massawa mines. Depreciation and depletion increased in YTD-2021 by $253.2 million compared to YTD-2020 with the inclusion of Mana and Boungou for the full YTD-2021, and with the acquisition of the Wahgnion and Sabodala-Massawa mines from 10 February 2021. The depletion charge also reflects the higher carrying values for the mining interests upon determination of the fair values of these four mines upon acquisition.
  4. Royalties were $42.5 million for Q3-2021, compared to $30.0 million in Q3-2020, and $130.8 million in YTD-2021 compared to $60.5 million in YTD-2020. The increase in royalty expense in the quarter to date is due to the inclusion of the Wahgnion and Sabodala-Massawa mines acquired on 10 February 2021. The increase in year to date royalty expense is due to the inclusion of Wahgnion and Sabodala-Massawa mines, as well as the inclusion of the Mana and Boungou mines for the full YTD-2021 period. Royalties were further impacted by the increase in the realised gold price. The underlying royalty rates based on the sliding scale were 5% for both Burkina Faso, and Côte d'Ivoire for Q3-2021 and YTD-2021, as well as Q3-2020 and YTD-2020. The gold royalty rate in Senegal is a flat 5%.
  5. Corporate costs were $12.0 million for Q3-2021 compared to $5.1 million for Q3-2020, and $42.2 million for YTD-2021 compared to $15.4 million for YTD-2020. The increase in corporate costs are primarily due to costs associated with listing on the LSE, which were $3.0 million and $11.2 million in Q3-2021 and YTD-2021 respectively. There were also additional corporate costs following the integration of SEMAFO and Teranga head office costs, which has increased the overall corporate administrative costs of the Group.
  6. Acquisition and restructuring costs were $1.8 million in Q3-2021 compared to $19.3 million in Q3-2020, and $28.5 million in YTD-2021 compared to $26.3 million in YTD-2020. The Q3-2021 and YTD-2021 costs relate to ongoing restructuring and other legal costs related to the Teranga assets which were acquired on 11 February 2021 while the prior period cost mainly consisted of costs related to the integration of the SEMAFO assets after their acquisition on 1 July 2020.
  7. Share based compensation was $7.3 million in Q3-2021 compared to $7.1 million for Q3-2020, and $25.1 million in YTD-2021 compared to $13.7 million in YTD-2020. The increase is mainly due to the increase in fair value of performance share units (“PSUs”) granted. The fair value of the PSUs is determined based on total shareholder return relative to peer companies and achieving certain operational performance measures.
  8. Exploration costs in Q3-2021 were $2.9 million compared to $0.9 million in Q3-2020, and $18.5 million in YTD-2021 compared to $4.0 million in YTD-2020. The increase in exploration cost is related to a larger exploration portfolio and increased greenfield exploration activities mainly at the newly acquired Teranga exploration properties.
  9. The loss on financial instruments was $20.0 million in Q3-2021 compared to a loss of $26.2 million in Q3-2020. The loss in Q3-2021 is mainly due to the net impact of a loss on change in fair value of the warrant liabilities, call rights and contingent consideration of $0.6 million, $1.9 million and $3.1 million respectively, a realised gain on forward contracts of $5.0 million, a gain on other financial instruments of $2.7 million and foreign exchange losses of $23.3 million. In YTD-2021, there was a gain on financial instruments of $7.3 million compared to a loss in the comparative prior period of $101.1 million. The gain in YTD-2021 is primarily due to the net impact of the unrealised gain on the convertible senior bond derivative of $31.3 million, a loss on foreign exchange of $29.5 million, a realised gain on forward contracts of $7.8 million, and a loss on change in fair value of warrant liabilities and contingent consideration of $2.2 million and $2.4 million, respectively.
  10. Finance costs were $14.7 million for Q3-2021 compared to $12.2 million in Q3-2020, and $40.7 million in YTD-2021 compared to $35.5 million in YTD-2020. Finance costs are primarily associated with interest expense on the revolving credit facility (“RCF”) and bridge facility, convertible debt, finance obligations, and lease liabilities.
  11. Other expenses was $3.4 million for Q3-2021 compared to an income of $23.1 million in Q3-2020. Other expenses in Q3-2021 consist mainly of a write down of assets at Ity. Other expenses for YTD-2021 was $13.9 million compared to an income of $23.2 million in YTD-2020. Other expenses for YTD-2021 mainly relates to the loss on disposal of assets at Ity of $12.3 million as well as donations and covid related expenses at Corporate of $1.6 million.
  12. Current income tax expense was $40.4 million and $157.0 million in Q3-2021 and YTD-2021 respectively compared to $52.6 million and $71.9 million in Q3-2020 and YTD-2020, respectively. Current income tax expense for Q3-2021 increased in comparison to Q3-2020 primarily due to the inclusion of the current tax expense at the Wahgnion and Sabodala-Massawa mines acquired on 10 February 2021. Current income tax expense for YTD-2021 increased when compared to YTD-2020 due to the inclusion of the Wahgnion and Sabodala-Massawa mines acquired on 10 February 2021 and due to the inclusion of the Mana and Boungou mines for the full YTD-2021 period compared to the prior year, which was for the three months after their acquisition on 1 July 2020.     

5.2.           CASH FLOWS

Table 29: Summarised cash flows

    THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) Note 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating cash flows before changes in working capital [1] 325,880    195,348    874,948    365,586   
Changes in working capital [2] (13,974)   (13,352)   (55,824)   (30,194)  
Cash generated from/(used by) discontinued operations   —    19,197    (8,808)   49,172   
Cash generated from operating activities [3] 311,906    201,193    810,316    384,564   
Cash (used in)/generated from investing activities [4] (136,807)   41,753    (379,391)   (63,572)  
Cash (used in)/generated from financing activities [5] (232,859)   (74,041)   (360,018)   9,691   
Effect of exchange rate changes on cash   (14,748)   2,602    (25,214)   2,752   
(Decrease)/increase in cash   (72,508)   171,507    45,693    333,435   

1. Operating cash flows before changes in working capital for Q3-2021 and YTD-2021 were $325.9 million and $874.9 million respectively compared to $195.3 million in Q3-2020 and $365.6 million in YTD-2020. The increase in the Q3 comparative periods is attributable to the acquisition of the Wahgnion and Sabodala-Massawa operating mines on 10 February 2021, while the acquisition of the Mana and Boungou mines on 1 July 2020 also contributed to the increase in the YTD operating cash flows.

  • Income taxes paid were $55.5 million in Q3-2021 and $185.6 million in YTD-2021 compared to $32.4 million and $49.2 million in Q3-2020 and YTD-2020, respectively. These higher cash payments relative to the comparative periods are reflective of the increase in the Company’s earnings and higher provisional payments in 2021 based on 2020 earnings, as well as higher withholding tax payments on dividends declared at mine sites based on 2020 earnings. Taxes paid for the three and nine months ended 30 September 2021 and 30 September 2020 for each of the Group’s mine sites are summarised in the table below:

Table 30: Tax payments

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Boungou 9,837    1,351    43,648    1,351   
Houndé 10,694    7,183    37,203    13,963   
Ity 9,675    17,228    37,272    24,737   
Karma 287    —    1,459    —   
Mana 4,329    —    9,334    —   
Sabodala-Massawa —    n.a. 19,364    n.a.
Wahgnion 1,992    n.a. 9,843    n.a.
Other1 18,689    6,661    27,444    9,129   
Taxes from continuing operations 55,503    32,423    185,567    49,180   
Agbaou —    1,190    19,918    13,105   
Consolidated taxes paid 55,503    33,613    205,485    62,285   
         

1 Included in the “Other” category is taxes paid by corporate and exploration entities.

2. The Q3-2021 and YTD-2021 changes in working capital is an outflow of $14.0 million and an outflow of $55.8 million respectively, which is broken down as follows:

  • Receivables were an outflow of $3.8 million for Q3-2021 and an outflow of $9.2 million for YTD-2021. The outflow in Q3-2021 is mainly due to an increase in VAT receivables at the Boungou and Mana mines offset by a decrease in VAT receivables at the Houndé and Ity mines, based on timing differences of VAT paid in the period relative to reimbursements. The FY-2021 outflow is mainly due to the increase in VAT receivable at Mana and Boungou mines, offset by a decrease in amounts receivable from a third party at corporate of $8.0 million.
  • Inventories were an inflow of $23.9 million for Q3-2021 and an inflow of $48.7 million in YTD-2021. The inflow in Q3-2021 is due primarily to the unwinding of the PPA fair value adjustment to stockpiles at the Sabodala-Massawa and Wahgnion mines, and due to a decrease in inventory stockpiles and finished good balances at Houndé which was slightly offset by an increase in stockpiles at Karma and Ity. The inflow in YTD-2021 is mainly due to the unwinding of the PPA fair value adjustment to inventory at the Boungou, Mana, Sabodala-Massawa and Wahgnion mines as well as a decrease in finished goods and Gold-in-Circuit (“GIC”) at the Ity and Karma mines.
  • Prepaid expenses and other was an outflow of $3.9 million for Q3-2021 and an outflow of $7.8 million for YTD-2021. The outflow in Q3-2021 was mainly due to an increase in prepayments of $3.3 million at Hounde and $1.4 million at Corporate. The outflow for YTD-2021 was mainly due to an increase in prepaid capital at Corporate of $1.3 million, at Houndé of $3.9 million, Ity of $1.9 million and Wahgnion of $1.4m offset by a decrease in prepayments at Boungou of $2.9 million.
  • Accounts payable was an outflow of $30.2 million in Q3-2021 and $87.6 million in YTD-2021. The outflow in Q3-2021 mainly relates to payments made at Boungou, Ity and Mana while acquisition related costs paid in relation to the Teranga acquisition also contributed to the outflow in YTD-2021.

3. Operating cash flows after changes in working capital in Q3-2021 and YTD-2021 were $311.9 million and $810.3 million respectively compared to $201.2 million and $384.6 million in Q3-2020 and YTD-2020 respectively. Q3-2021 increased by $110.7 million compared to Q3-2020 mainly due to an increase in earnings before taxes due to the addition of the Sabodala-Massawa and Wahgnion mines on 10 February 2021. YTD-2021 operating expenses has increased by $425.8 million relative to YTD-2020 due to increased production for the year from the Company’s legacy mines, as well as from the addition of Wahgnion, Sabodala-Massawa, Mana and Boungou mines.

4. Cash flows used by investing activities were $136.8 million and $379.4 million in Q3-2021 and YTD-2021 respectively compared to an inflow of $41.8 million and a $63.6 million outflow in Q3-2020 and YTD-2020 respectively. The Q3-2021 and the YTD-2021 amount was a larger outflow compared to prior year comparative periods mainly due to expenditure on mining interests of $132.5 million for Q3-2021 and $390.2 million for YTD-2021 given the increase in the size of the Group’s operations. Q3-2021 did not benefit from cash of $93.0 million acquired on the acquisition of SEMAFO during Q3-2020 which resulted in the inflow in the comparative period. The YTD-2021 amount included cash acquired on acquisition of Teranga of $27.0 million which is less than the $93.0 million acquired from Semafo in YTD-2020.

5. Cash flows used in financing activities were $232.9 million and $360.0 million in Q3-2021 and YTD-2021 respectively compared to a cash outflow of $74.0 million and a cash inflow of $9.7 million in Q3-2020 and YTD-2020 respectively. A dividend payment of $99.8 million, a repayment of long-term debt of $80.0 million and payments for the acquisition of the Company’s own shares of $34.6 million contributed to the outflow in Q3-2021. The outflow in YTD-2021 was due to a net repayment of long-term debt of $153.0 million, a payment of dividends amounting to $159.8 million, payments for the acquisition of the Company’s own shares of $94.1 million, the settlement of the gold offtake agreement which was acquired from Teranga amounting to $49.7 million, repayments of lease obligations of $23.9 million offset by proceeds received from the issue of common shares of $200.0 million. 

5.3.            SUMMARISED STATEMENT OF FINANCIAL POSITION

Table 31: Summarised Statement of Financial Position

($'000s) As at
30 September
2021
As at 31 December 2020
ASSETS    
Cash 760,368    644,970   
Other current assets 525,726    272,059   
Current assets excluding assets held for sale 1,286,094    917,029   
Assets held for sale —    180,808   
Total current assets 1,286,094    1,097,837   
Mining interests 5,001,462    2,577,844   
Deferred income taxes 10,263    19,774   
Other long term assets 495,901    173,740   
TOTAL ASSETS 6,793,720    3,869,195   
LIABILITIES    
Other current liabilities 374,416    275,935   
Income taxes payable 203,042    134,205   
Current liabilities excluding liabilities held for sale 577,458    410,140   
Liabilities held for sale —    112,796   
Total current liabilities 577,458    522,936   
Long-term debt 850,434    688,266   
Environmental rehabilitation provision 128,510    78,011   
Other long-term liabilities 139,592    26,463   
Deferred income taxes 621,595    305,101   
TOTAL LIABILITIES 2,317,589    1,620,777   
TOTAL EQUITY 4,476,131    2,248,418   
TOTAL EQUITY AND LIABILITIES 6,793,720    3,869,195   
     
  • Other current assets as at 30 September 2021 consists of $126.9 million of trade and other receivables, $355.2 million of inventories and $43.6 million of prepaid expenses and other.
    • Trade and other receivables increased by $71.7 million compared to 31 December 2020 mainly due to the inclusion of VAT receivable acquired at Wahgnion mine, increases in VAT at Mana and Boungou in the period, and an increase in other amounts receivable at Ity relating to the sale of mining equipment to the mining contractor. VAT received during the nine months ended 30 September 2021 was $68.2 million consisting of proceeds from the Group’s mines in Burkina Faso, while the VAT amounts receivable for assets located in Cote d’Ivoire and Senegal are nominal.
    • Inventories increased by $164.6 million primarily due to the inclusion of the inventories at the Wahgnion and Sabodala-Masawa mines from acquisition, offset by a decrease in doré bars at all the Company’s remaining operating mines other than Boungou.
    • Prepaid expenses and other increased by $17.3 million primarily due to the prepayments acquired from the Sabodala-Massawa and Wahgnion mines.
  • Mining interests increased by $2.4 billion primarily due to the acquisition of mineral property of the Teranga assets.
  • Other long-term assets are made up of $262.2 million of goodwill related to the Semafo and Teranga acquisitions, $156.0 million of long-term stockpiles not expected to be used in the next twelve months at the Houndé, Ity, Sabodala-Massawa and Wahgnion mines, $46.0 million long-term assets related to the sale of Agbaou, as well as $30.5 million of restricted cash relating to reclamation bonds. Other long-term assets increased by $322.2 million in 2021 compared to Q4-2020 mainly due to the recognition of goodwill arising from the transaction with Teranga, as well as the long-term assets of $46.0 million consisting of shares and an NSR recognised as consideration upon the sale of Agbaou.
  • Other current liabilities are made up of $323.4 million of trade and other payables, $35.2 million of derivatives related to warrants and call-rights, and $15.8 million of lease obligations. Trade and other payables increased by $61.1 million mainly due to the inclusion of the Teranga assets accounting for an additional $110.9 million compared to prior year.
  • Income taxes payable increased by $68.8 million compared to the prior year and is due to the inclusion of the Sabodala-Massawa and Wahgnion mines acquired during the year.

5.4.           LIQUIDITY AND FINANCIAL CONDITION

Net Debt Position

The following table summarises the Company’s net debt position as at 30 September 2021 and 31 December 2020.

Table 32: Net Debt Position

($'000s) 30 September
2021
31 December 2020
Cash and cash equivalents 760,368    644,970   
Cash included in assets held for sale —    69,705   
Less: Principal amount of convertible senior bond (330,000)   (330,000)  
Less: Drawn portion of corporate loan facilities1 (500,000)   (310,000)  
Net (Debt)/Cash (69,632)   74,675   
Net Debt/(Cash) / Adjusted EBITDA LTM ratio 2 0.05    (0.09)  

1 Corporate loan facilities are presented at face value.

2 Adjusted EBITDA is per table 35 and is calculated using the trailing twelve months Adjusted EBITDA.

  

Equity and Capital

On 14 June 2021, the Company announced its entire issued ordinary share capital consisting of 250,491,775 shares had been admitted to the premium listing segment of the LSE. The Company no longer has authorised share capital. On 29 September 2021, as part of the Company’s capital reduction strategy to create distributable reserves, the Company capitalised $4.5 billion of its merger reserve and applied the amount in full to allot $4.5 billion to new deferred shares with a par value of $1.00 each. The deferred shares do not carry any dividend or voting rights, with no meaningful economic value and were issued solely to enable a reduction of capital to be effected. The deferred shares were cancelled subsequent to 30 September 2021. The table below summarises Endeavour’s share structure at 30 September 2021.

Table 33: Outstanding Shares

  30 September
2021
31 December 2020
Shares issued and outstanding    
Ordinary voting shares 249,128,987    163,036,473   
Deferred shares 4,450,000,000    —   
     
Stock options 1,906,189    —   

As at 10 November 2021, the Company had 249,296,462 shares issued and outstanding, and 1,703,720 outstanding stock options. On 5 October 2021, the Company cancelled all 4,450,000,000 deferred shares at a par value of $1,00 each.

As part of the Company’s share buyback programme, subsequent to 30 September 2021 and up to 10 November 2021, the Company has repurchased a total of 39,100 shares at an average price of $22.73, for total cash outflows of $0.9 million.

Going Concern

The directors have performed an assessment of whether the Company would be able to continue as a going concern for at least the next twelve-month period. In their assessment, the Company has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.

At 30 September 2021, the Company’s net debt was $69.6 million with gross debt of $830.0 million and cash and cash equivalents of $760.4 million. Subsequent to 30 September 2021, the Company completed an offering of $500.0 million in fixed senior notes (the “Notes”) and entered a new $500.0 million unsecured revolving credit facility (the “New RCF”), which will be used to repay the existing loan facilities.

Based on a detailed cash flow forecast prepared by management, in which it included any reasonably possible change in the key assumptions on which the cash flow forecast is based, and taking into account possible changes in performance due to the COVID-19 pandemic impact, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for twelve months from 10 November 2021 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include a gold price of $1,500 per ounce and production volumes in line with annual guidance.

The Board is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim report for the period ended 30 September 2021. 


5.5.           RELATED PARTY TRANSACTIONS

A related party is considered to include shareholders, affiliates, associates and entities under common control with the Company and members of key management personnel.

Key management compensation

During the nine months ended 30 September 2021, an amount of $13.5 million was paid to key management personnel as incentive awards for the completion of the Teranga and SEMAFO acquisitions and the successful listing on the LSE, as well as for termination benefits following the acquisition of SEMAFO and Teranga.

Other related party transactions

During the nine-month period ended 30 September 2021, the Company entered into a transaction with La Mancha Holding S.àr.l. (“La Mancha”) when La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour. La Mancha’s future anti-dilution rights have now been extinguished and La Mancha’s ownership interest in Endeavour was 19.4% at 30 September 2021 (31 December 2021 - 24.1%).

During the nine-month period ended 30 September 2021, and prior to the Company listing on the London Stock Exchange, the Company established an Employee Benefits Trust (“EBT”) in connection with the Company’s employee share incentive plans, which may hold repurchased shares on trust to settle future employee share incentive obligations. During the three months ended 30 June 2021, the EBT acquired 576,308 outstanding common shares from certain employees of the Group, which remain held in the EBT at 30 September 2021. In exchange for the shares, the Group is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT. The amount of this liability is $14.4 million at 30 September 2021 and is included in current financial liabilities. 

5.6.           ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS

Critical judgements and key sources of estimation uncertainty

The Company’s management has made critical judgments and estimates in the process of applying the Company’s accounting policies to the consolidated financial statements that have significant effects on the amounts recognised in the Company’s consolidated financial statements. These judgements and estimations include commencement of commercial production, determination of economic viability, functional currency, indicators of impairment and impairment of mining interests, assets held for sale and discontinued operations, value added tax, estimated recoverable ounces, mineral reserves, environmental rehabilitation costs, share-based payments, net realisable value and obsolete stock provisions of inventories, current income tax provisions, business combinations, capitalisation of waste stripping, the Purchase Price Allocation (“PPA”) of the SEMAFO acquisition and the PPA of the Teranga acquisition, which is still provisional. The judgements applied in the period ended 30 September 2021 are consistent with those in the consolidated financial statements for the year ended 31 December 2020, except for the judgements and estimates made relating to the acquisition of Teranga in the quarter ended 31 March 2021. 

6. USE OF PROCEEDS

On 14 October 2021, the Company completed an offering of fixed rate senior notes due in 2026 as well as entered into the New RCF. The Company used the proceeds of $500.0 million from the issuance of the Notes, together with cash on the Group’s balance sheet, to repay all amounts outstanding under the Group’s $370.0 million bridge term loan facility, which was used to retire higher cost debt facilities acquired upon the acquisition of Teranga Gold Corporation, to repay the $130 million drawn under the Group’s existing revolving credit facility, and to pay fees and expenses in connection with the offering of the Notes. The Company intends to use the proceeds of the $500.0 million New RCF for general corporate purposes as required, but there is no amount currently drawn on the New RCF. The New RCF replaces the Bridge Facility and the existing RCF which was cancelled upon completion of the Notes offering.

In the Company’s prospectus supplement dated 29 March 2021 to the short form base shelf prospectus dated 17 June 2020, the Company disclosed that they intended to use the proceeds of $200.0 million from the issuance of approximately 8.9 million common shares to partially repay outstanding indebtedness under the refinancing of the debt upon the acquisition of Teranga and for general corporate purposes. The Company repaid $120.0 million of the outstanding balance of the revolving credit facility in Q2-2021. The remainder of the proceeds are being used for general working capital purposes, including fees related to the acquisition and integration of Teranga, expenses related to the London listing, as well as general corporate costs. There has been no change on how the remaining proceeds are expected to be used.

In the Company’s prospectus supplement dated 2 July 2020 to the short form base shelf prospectus dated 17 June 2020, the Company disclosed that they intended to use the proceeds of $100.0 million from the issuance of approximately 4.5 million common shares for general corporate purposes. As disclosed in the prospectus supplement, the Company has used the proceeds from that financing for general corporate purposes over the past twelve months, including for costs related to the acquisition and integration of SEMAFO, as well as general corporate costs.

7. NON-GAAP MEASURES

This Management Report as well as the Company’s other disclosures contain multiple non-GAAP measures, which the Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use to assess the performance of the Company. These do not have a standard meaning and are intended to provide additional information which are not necessarily comparable with similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The definitions of these measures, and the reconciliation to the amounts presented in the condensed interim consolidated financial statements, and the reasons for these measures are included below. The non-GAAP measures are consistent with those presented previously and there have been no changes to the bases of calculation, except with respect to the determination of free cash flows, the definition of which has been changed to be more consistent with our peers and reflective of how management evaluates the free cash flows of the Company.

7.1.           ALL-IN MARGIN

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use the all-in margin and adjusted earnings before interest, tax, depreciation and amortisation (“Adjusted EBITDA”) to evaluate the Company’s performance and ability to generate cash flows and service debt. These do not have a standard meaning and are intended to provide additional information which are not necessarily comparable with similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The following tables provide the illustration of the calculation of this margin, for the three and nine months ended 30 September 2021 and 30 September 2020.

Table 34: All-In Sustaining Margin and All-In Margin

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s except ounces sold) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Revenue 691,707    434,839    2,080,926    870,741   
Less: Total cash costs (291,423)   (187,029)   (871,114)   (394,849)  
Less: Corporate G&A1 (8,979)   (5,101)   (30,927)   (15,381)  
Less: Sustaining capital (54,505)   (16,069)   (123,611)   (45,003)  
All-in sustaining margin from continuing operations 336,800    226,640    1,055,274    415,508   
Gold ounces sold 392,432    236,292    1,176,711    508,184   
All-in sustaining margin per ounce sold from continuing operations 858    959    897    818   
Less: Non-Sustaining capital (41,458)   (25,497)   (156,547)   (64,876)  
Less: Non-Sustaining exploration (25,650)   (7,670)   (58,686)   (40,163)  
All-in margin from continuing operations 269,692    193,473    840,041    310,469   

1 Corporate G&A costs included in the calculation for all-in sustaining margin and all-in margin has been adjusted to exclude expenses associated to listing on the LSE of $3.0 million for the three months and $11.2 million for the nine months ended 30 September 2021.

  

7.2.           EBITDA AND ADJUSTED EBITDA

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use the earnings before interest, tax, depreciation and amortisation (“EBITDA”) and the adjusted earnings before interest, tax, depreciation and amortisation (“Adjusted EBITDA”) to evaluate the Company’s performance and ability to generate cash flows and service debt. The following tables provide the illustration of the calculation of this margin, for the three and nine months ended 30 September 2021 and 30 September 2020.

Table 35: EBITDA and Adjusted EBITDA

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Earnings before taxes 173,096    75,468    553,091    98,205   
Add back: Depreciation and depletion 156,614    115,314    446,860    193,707   
Add back: Finance costs 14,696    12,213    40,708    35,534   
EBITDA from continuing operations 344,406    202,995    1,040,659    327,446   
Add back: Acquisition and restructuring costs 1,804    19,336    28,508    26,255   
Add back: Other expense/(income) 3,380    (23,089)   13,890    (23,233)  
Add back: Loss/(gain) on financial instruments 20,012    26,185    (7,258)   101,141   
Adjusted EBITDA from continuing operations 369,602    225,427    1,075,799    431,609   

  

7.3.           CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD

The Company reports cash costs and all-in sustaining costs based on ounces of gold sold. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors may find this information useful to evaluate the costs of production per ounce. The following table provides a reconciliation of cash costs per ounce of gold sold, for the three and nine months ended 30 September 2021 and 30 September 2020.

Table 36: Cash Costs

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s except ounces sold) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Operating expenses from mine operations (257,470)   (166,270)   (788,579)   (345,590)  
Royalties (42,509)   (30,024)   (130,783)   (60,450)  
Non-cash and other adjustments 8,556    9,265    48,248    11,191   
Cash costs from continuing operations (291,423)   (187,029)   (871,114)   (394,849)  
Gold ounces sold 392,432    236,292    1,176,711    508,184   
Total cash cost per ounce of gold sold from continuing operations 743    792    740    777   
Cash costs from discontinued operations —    (24,899)   (15,668)   (68,087)  
Total cash costs (291,423)   (211,928)   (886,782)   (462,936)  
Gold ounces sold 392,432    261,571    1,190,756    585,953   
Total cash cost per ounce of gold sold 743    810    745    790   
         

The Company is reporting all‐in sustaining costs per ounce sold. This non‐GAAP measure provides investors with transparency regarding the total cash cost of producing an ounce of gold in each period, including those capital expenditures that are required for sustaining the on-going operation of the mines.

Table 37: All-In Sustaining Costs

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s except ounces sold) 30 September 2021 30 September 2020 30 September 2021 30 September 2020
         
Total cash costs for ounces sold from continuing operations (291,423)   (187,029)   (871,114)   (394,849)  
Corporate G&A1 (8,979)   (5,101)   (30,927)   (15,381)  
Sustaining Capital (54,505)   (16,069)   (123,611)   (45,003)  
All-in sustaining costs from continuing operations (354,907)   (208,199)   (1,025,652)   (455,233)  
Gold ounces sold 392,432    236,292    1,176,711    508,184   
All-in sustaining costs per ounce sold from continuing operations 904    881    872    896   
         
Including discontinued operations        
All in sustaining costs from Agbaou —    (28,792)   (15,891)   (78,802)  
All-in sustaining costs from all operations (354,907)   (236,991)   (1,041,543)   (534,035)  
Gold ounces sold 392,432    261,571    1,190,756    585,953   
All-in sustaining cost per ounce sold 904    906    875    911   

1 Corporate G&A costs included in the calculation for all-in sustaining costs has been adjusted to exclude expenses associated to listing on the LSE of $3.0 million for the three months and $11.2 million for the nine months ended 30 September 2021.

The Company presents its sustaining capital expenditures in its all-in sustaining costs to reflect the capital expenditures related to producing and selling gold from its on-going mine operations. The distinction between sustaining and non-sustaining capital reflects the definition set out by the World Gold Council. Non-sustaining capital is capital expenditure incurred at new projects and costs related to major projects or expansions at existing operations where these projects will materially benefit the operations. This non‐GAAP measure provides investors with transparency regarding the capital costs required to support the on-going operations at its mines, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardised meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS.

Table 38: Sustaining and Non-Sustaining Capital

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Expenditures on mining interests 132,469    53,565    390,451    165,842   
Non-sustaining capital expenditures1 (41,458)   (25,933)   (156,572)   (65,762)  
Non-sustaining exploration (25,650)   (7,670)   (58,686)   (40,163)  
Growth projects (10,856)   —    (51,359)   (4,199)  
Sustaining Capital 1 54,505    19,962    123,834    55,718   

1 Non-sustaining and sustaining capital expenditures include amounts incurred at the Agbaou mine.

Table 39: Consolidated Sustaining Capital

  THREE MONTHS ENDED NINE MONTHS ENDED
($’000s) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Boungou 3,403    505    16,468    505   
Houndé 21,858    6,999    35,162    29,890   
Ity 5,526    2,249    17,866    5,625   
Karma 17    1,535    499    4,202   
Mana 2,130    4,781    10,150    4,781   
Sabodala-Massawa 17,519    —    35,965    —   
Wahgnion 4,052    —    7,501    —   
Sustaining capital from continuing operations 54,505    16,069    123,611    45,003   
Agbaou —    3,893    223    10,715   
Total sustaining capital from all operations 54,505    19,962    123,834    55,718   
         

Table 40: Consolidated Non-Sustaining Capital

  THREE MONTHS ENDED NINE MONTHS ENDED
($’000s) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Boungou 5,449    848    13,874    848   
Houndé 619    7,327    10,300    14,892   
Ity 3,944    3,697    24,367    25,390   
Karma 239    1,706    3,134    7,618   
Mana 11,222    9,953    56,387    9,953   
Sabodala-Massawa 10,150    —    19,891    —   
Wahgnion 7,536    —    20,294    —   
Non-mining 2,299    1,966    8,300    6,175   
Consolidated non-sustaining capital 41,458    25,497    156,547    64,876   
Agbaou —    436    25    886   
Total non-sustaining capital from all operations 41,458    25,933    156,572    65,762   

   

7.4.           ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE

Net earnings have been adjusted for items considered exceptional in nature and not related to Endeavour’s core operation of mining assets. The presentation of adjusted net earnings may assist investors and analysts to understand the underlying operating performance of our core mining business. However, adjusted net earnings and adjusted net earnings per share do not have a standard meaning under IFRS. They should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.

The following table reconciles these non‐GAAP measures to the most directly comparable IFRS measure.

Table 41: Adjusted Net Earnings

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s except per share amounts) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Total net and comprehensive earnings 132,543    70,164    388,721    83,011   
Net (loss)/earnings from discontinued operations —    (6,580)   3,702    (22,463)  
Deferred income tax expense/(recovery) 158    (40,764)   3,662    (34,260)  
Loss/(gain) on financial instruments 20,012    26,185    (7,258)   101,141   
Other expenses/(income) 3,380    (23,089)   13,890    (23,233)  
Share-based compensation 7,281    7,117    25,075    13,682   
Acquisition and restructuring costs 1,804    19,336    28,508    26,255   
Non-cash and other adjustments1 8,556    34,750    48,248    36,676   
Adjusted net earnings 173,734    87,119    504,548    180,809   
Attributable to non-controlling interests 20,770    6,572    75,263    26,595   
Attributable to shareholders of the Corporation 152,964    80,547    429,285    154,214   
Weighted average number of shares issued and outstanding 249,982,123    162,986,253    236,866,722    128,314,951   
Adjusted net earnings from continuing operations per basic share 0.61    0.49    1.81    1.20   

1 Non-cash and other adjustments mainly relate to non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga .

7.5.          OPERATING CASH FLOW PER SHARE

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use free cash flow to assess the Company’s ability to generate and manage liquid resources. These terms do not have a standard meaning and are intended to provide additional information. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Table 42: Operating Cash Flow (OCF) and Operating Cash Flow (OCF) per share

  THREE MONTHS ENDED NINE MONTHS ENDED
($'000s except per share amounts) 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating cash flow        
Cash generated from operating activities by continuing operations 311,906    181,996    819,124    335,392   
Changes in working capital from continuing operations 13,974    13,352    55,824    30,194   
Operating cash flows before working capital from continuing operations 325,880    195,348    874,948    365,586   
Divided by weighted average number of outstanding shares, in thousands 249,982    162,986    236,867    128,315   
Operating cash flow per share from continuing operations $ 1.25    $ 1.12    $ 3.46    $ 2.61   
Operating cash flow per share before working capital from continuing operations $ 1.30    $ 1.20    $ 3.69    $ 2.85   

7.6.          NET DEBT, NET CASH/ADJUSTED EBITDA RATIO

The Company is reporting Net Debt/ Cash and Net Debt/ Cash/Adjusted EBITDA LTM ratio. This non‐GAAP measure provides investors with transparency regarding the liquidity position of the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The calculation of net debt and net cash is shown in table 32. The following table explains the calculation of net debt, net cash/Adjusted EBITDA LTM ratio using the last twelve months of Adjusted EBITDA.

Table 43: Net Debt, Net Cash/ Adjusted EBITDA LTM ratio

($'000s) 30 September
2021
31 December 2020
Net Debt/(Cash) 69,632    (74,675)  
Trailing twelve month Adjusted EBITDA1 1,347,336    802,773   
Net Debt/(Cash) / Adjusted EBITDA LTM ratio 0.05    (0.09)  

1 Trailing twelve month Adjusted EBITDA is calculated using Adjusted EBITDA as reported in prior periods for each quarter prior to Q3-2021 adjusted to exclude results of discontinued operations and for the effects of retrospective PPA adjustments. 

7.7.          RETURN ON CAPITAL EMPLOYED

The Company uses Return on Capital Employed (“ROCE”) as a measure of long-term operating performance to measure how effectively management utilises the capital it has been provided. The calculation of ROCE, expressed as a percentage, is Adjusted EBIT (based on Adjusted EBITDA as per table 35 adjusted to include Adjusted EBITDA from discontinued operations) divided by the average of the opening and closing capital employed for the twelve months preceding the period end. Capital employed is the total assets less current liabilities.

Table 44: Return on Capital Employed

  TRAILING TWELVE MONTHS
($'000s unless otherwise stated) 30 September
2021
30 September
2020
Adjusted EBITDA 1,347,336    603,735   
Depreciation and amortisation (515,500)   (296,629)  
Adjusted EBIT (A) 831,836    307,106   
Opening Capital employed (B) 3,422,953    1,753,314   
Total Assets 6,793,720    3,854,799   
Current Liabilities (577,458)   (431,846)  
Closing Capital employed (C) 6,216,262    3,422,953   
Average Capital Employed (D)=(B+C)/2 4,819,608    2,588,134   
ROCE (A)/(D) 17% 12%

8. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS

The following tables summarise the Company’s financial and operational information for the last eight quarters and three fiscal years.

Table 45: 2021 - 2020 Quarterly Key Performance Indicators

  FOR THE THREE MONTHS ENDED
($'000s except ounces sold) 30 September
2021
30 June
2021
31 March 2021 31 December 2020
Gold ounces sold 392,432 420,761 363,518 300,622
Revenue 691,707    753,427    635,792    553,370   
Operating cash flows from continuing operations 311,906    300,476    206,743    374,481   
Earnings from continuing mine operations 235,114    272,975    206,615    218,372   
Net comprehensive earnings 132,543    148,951    107,229    29,271   
Net comprehensive loss from discontinued operations —    —    (3,702)   (44,266)  
Net earnings from continuing operations attributable to shareholders 113,587    126,780    86,664    64,642   
Net loss from discontinued operations attributable to shareholders —    —    (5,168)   (42,359)  
Basic earnings per share from continuing operations 0.45    0.50    0.42    0.40   
Diluted earnings per share from continuing operations 0.45    0.50    0.41    0.40   
Basic earnings per share from all operations 0.45    0.50    0.39    0.14   
Diluted earnings per share from all operations 0.45    0.50    0.39    0.14   

Table 46: 2020 - 2019 Quarterly Key Performance Indicators

  FOR THE THREE MONTHS ENDED
($'000s except ounces sold) 30 September 2020 30 June 2020 31 March 2020 31 December
2019
Gold ounces sold 236,292 124,761 147,131 139,058
Revenue 434,839    209,581    226,321    199,406   
Operating cash flows from continuing operations 182,686    53,495    99,901    92,005   
Earnings from continuing mine operations 123,229    75,582    72,182    44,757   
Net comprehensive earnings/(loss) 70,163    (22,616)   35,463    (113,076)  
Net comprehensive earnings/(loss) from discontinued operations 6,581    7,904    7,978    (1,604)  
Net earnings/(loss) from continuing operations attributable to shareholders 52,393    (41,181)   19,366    (111,662)  
Net earnings/(loss) from discontinued operations attributable to shareholders 8,968    3,952    6,632    (5,901)  
Basic earnings/(loss) per share from continuing operations 0.32    (0.37)   0.18    (1.02)  
Diluted earnings/(loss) per share from continuing operations 0.32    (0.37)   0.18    (1.02)  
Basic earnings/(loss) per share from all operations 0.38    (0.34)   0.24    (1.07)  
Diluted earnings/(loss) per share from all operations 0.38    (0.34)   0.24    (1.07)  

Table 47: Annual Key Performance Indicators 1

  FOR THE YEAR ENDED
($'000s except per share amounts) 31 December 2020 31 December 2019 31 December 2018
Gold ounces sold 808,806    511,749    469,544   
Revenue 1,424,111    694,848    571,701   
Operating cash flows from continuing operations 710,563    205,531    196,371   
Operating cash flows from discontinued operations 38,365    96,354    54,549   
Earnings/(Loss) from continuing mine operations 337,564    (27,502)   53,568   
Net and comprehensive earnings/(loss) from continuing operations 134,085    (159,974)   127,609   
Net and comprehensive (loss)/earnings from discontinued operations (21,803)   18,814    (110,549)  
Net earnings/(loss) from continuing operations attributable to shareholders 95,243    (174,506)   (37,675)  
Net earnings/(loss) attributable to shareholders 72,528    (163,718)   (144,856)  
Basic earnings/(loss) per share from continuing operations 0.69    (1.59)   (0.35)  
Diluted earnings/(loss) per share from continuing operations 0.69    (1.59)   (0.35)  
Basic earnings/(loss) per share 0.53    (1.49)   (1.00)  
Diluted earnings/(loss) per share 0.53    (1.49)   (1.00)  
Total assets 3,881,718    1,872,791    1,922,043   
Total long term liabilities (excluding deferred taxes) 792,740    738,294    660,472   
Total attributable shareholders' equity 2,057,015    717,867    858,006   
Adjusted net earnings per share2 2.28    0.33    0.49   

1 Prior year figures for continuing operations have been adjusted to exclude Agbaou .
2 The adjusted net earnings per share is inclusive of the prior period tax adjustment included in the 31 December 2018 adjusted earnings per share.

9. PRINCIPAL RISKS AND UNCERTAINTIES

Readers of this Management Report should consider the information included in the Company’s condensed interim consolidated financial statements and related notes for the three and nine months ended 30 September 2021. The nature of the Company’s activities and the locations in which it works mean that the Company’s business generally is exposed to significant risk factors, many of which are beyond its control. The Company examines the various risks to which it is exposed and assesses any impact and likelihood of those risks. For discussion on all the risk factors that affect the Company’s business generally, please refer to the prospectus prepared as part of the admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange (the “Prospectus”) and which is available on its website, www.endeavourmining.com, Endeavour Mining Corporation’s most recent Annual Information Form filed on SEDAR at www.sedar.com, and Endeavour Mining Corporations’s consolidated financial statements for the year ended 31 December 2020. The risks that affect the financial statements specifically, and the risks that are reasonably likely to affect them in the future which are incorporated by reference in this Management Report, are set out below.

There have been no significant changes to the principal risks and uncertainties of the Company from those disclosed in the Prospectus. The principal risks that affect the Company’s business are listed below:

External risks

  • Gold price
  • Exchange rates
  • Inability to compete successfully with other mining companies
  • Global economic conditions
  • Effect of COVID-19 on the business
  • Climate change
  • Fixed and floating gold delivery obligations

Operational risks

  • Mining, development and exploration activities are subject to operational risks and hazards inherent in the mining industry, such as geological problems, seismic activity, flooding, metallurgical and other processing problems, etc.
  • Risks and potential liabilities related to our tailings storage facilities.
  • Risks and expenses related to reclamation costs and related liabilities.
  • The Company’s ability to maintain or increase the present level of gold production is dependent in part on the Company’s development projects, which are subject to numerous known and unknown risks.
  • No assurance can be given that the current or future mineral production estimates will be achieved.
  • Future exploration and development projects may not results in economically viable mining operations or yield new reserves.
  • Risks associated with illegal or artisanal mining, which may, among other things, create environmental, health and safety risks.
  • Surrounding communities may affect mining operations through restriction of access of supplies and workforce to mine site or through legal challenges asserting ownership rights.
  • The Company depends on management and skilled personnel and may not be able to attract and retain qualified personnel in the future.
  • French officials are conducting a judicial inquiry into certain past employees of Areva S.A. (“Areva”), including into our CEO Sébastien de Montessus in relation to his time as an employee of Areva, which could lead to negative publicity and/or reputational damage for the Group, and which could have an adverse impact on his ability to continue in his role.
  • The Company is dependent on its workforce, and the workforce of its third-party contractors, to extract and process minerals containing gold, and are therefore sensitive to any labour disruption at its properties.
  • Risks associated with use of third-party contractors.
  • The Company may require further licences and encounter title claims to develop and realise certain gold reserves or to process the ore of third parties and may encounter title claims to any of its properties which may result in future losses or additional expenditures.
  • The Company may be adversely affected by the availability and costs of key inputs.

Legal and regulatory risks

  • The Company is subject to a number of laws and regulations and may not be able to enforce our legal rights.
  • The Company’s activities are extensively regulated in respect of environmental, health and safety standards which are likely to become more stringent over time and may be subject to unforeseen changes.
  • The Company’s business is subject to evolving climate change initiatives and legislation that may increase both compliance costs and the risk of non-compliance.
  • Government regulation may have an adverse effect on the Company’s exploration, development and mining operations.
  • The Company may be adversely affected by violations of applicable anti-corruption laws, as well as export control regulations and related laws and economic sanctions programmes.
  • The Company may face the risk of litigation in connection with its business and other activities.

Other risks

  • The Company may fail to successfully integrate acquired properties, including those acquired from SEMAFO and Teranga.
  • The Company may face IT and cyber security threats.
  • The Company’s business requires substantial capital expenditure and there can be no assurance that such funding will be available on a timely basis, or at all
  • The Company’s use of derivative instruments involves certain inherent risks, including credit risk, market liquidity risk, and unrealised mark-to-market risk.
  • The Company’s insurance coverage does not cover all of our potential losses, liabilities and damage related to our business, and certain risks are uninsured or uninsurable

Risks related to operations in West Africa

  • The Company is subject to geopolitical and other risks associated with operating in West Africa.
  • The location of the Company’s assets subjects the Company to safety and security risks.
  • The Company’s continued operations depend on adequate infrastructure, which is underdeveloped in certain parts of West Africa, and the uninterrupted flow of power, materials, supplies and services.
  • The Company’s mining properties are subject to various government equity interests and royalty payments payable to the respective governments of the countries in which we operate.
  • There are health risks associated with the mining work force in Africa.

Risks related to shares

  • Shares in the Company may be subject to market price volatility and the market price of the Shares in the Company may decline disproportionately in response to developments that are unrelated to the Company’s operating performance.
  • The current value of Old Endeavour Shares cannot be taken as indicative of the likely development of the market and future demand for the Shares.
  • Future sales of Shares by major shareholders could depress the price of the Shares.
  • The issuance of additional Shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings.
  • The Company’s ability to pay dividends in the future depends, among other things, on the Group’s financial performance and capital requirements.
  • The Company is a holding Company with no business operations of its own and depends on its subsidiaries for cash, including in order to pay dividends.
  • Shareholders may become subject to foreign exchange rate risk as a result of an investment in the Shares.
  • Shareholders in the United States and other jurisdictions outside of the United Kingdom may not be able to participate in future equity offerings.
  • The rights afforded to Shareholders are governed by English law. Not all rights available to shareholders under US law will be available to holders of the Shares.

The Company’s activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Company examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk arises from cash, restricted cash, marketable securities, trade and other receivables, long-term receivable and other assets.

The Company manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Company deems the credit risk on its cash to be low.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk other than receivable balances owed from the governments in the countries the Company operates in and its other receivables of $14.6 million due from third parties. The Company monitors the amounts outstanding from its third parties regularly and does not believe that there is a significant level of credit risk associated with these receivables given the current nature of the amounts outstanding and the on-going customer/supplier relationships with those companies.

The Corporation sells its gold to large international organizations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 30 September 2021 is considered to be negligible. The Company does not rely on ratings issued by credit rating agencies in evaluating counterparties’ related credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash, physical gold or another financial asset. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements. The Company ensures that it has sufficient cash and cash equivalents and loan facilities available to meet its short term obligations.

Currency risk

Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. There has been no change in the Company’s objectives and policies for managing this risk during the period ended 30 September 2021.

The Company has not hedged its exposure to foreign currency exchange risk.

Interest rate risk

Interest rate risk is the risk that future cash flows from, or the fair values of, the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk primarily on its long-term debt. Since marketable securities and government treasury securities held as loans are short term in nature and are usually held to maturity, there is minimal fair value sensitivity to changes in interest rates. The Company continually monitors its exposure to interest rates and is comfortable with its exposure given the relatively low short-term US interest rates and LIBOR.

10. CONTROLS AND PROCEDURES

10.1.  DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). Additionally, these controls and procedures provide reasonable assurance that information required to be disclosed in the Company’s annual and interim filings (as such terms are defined under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) and other reports filed or submitted under Canadian securities law is recorded, processed, summarised and reported within the time periods specified by those laws, and that material information is accumulated and communicated to management including the CEO and CFO as appropriate to allow timely decisions regarding required disclosure.

Management evaluated the design and operating effectiveness of the Company’s disclosure controls and procedures as required by Canadian Securities Law. Based on that evaluation, the CEO and CFO concluded that as of 31 December 2020, the disclosure controls and procedures were effective.

10.2.  INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company’s management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision of the CFO, the Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There have been no material changes in the Company’s internal controls over financial reporting since the year ended 31 December 2020 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

The Company assessed the SEMAFO and Teranga mines’ disclosure controls and procedures and internal control over financial reporting; however, in accordance with National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings, because the SEMAFO operations were acquired not more than 365 days before the end of 31 December 2020, the Company has limited the scope of its design of disclosure controls and procedures and internal controls over financial reporting to exclude the controls, policies and procedures of SEMAFO.

10.3.  LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, including the CEO and CFO believe that any disclosure controls and procedures or internal control over financial reporting, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the actions of one individual, by collusion of two or more people, or by unauthorised override of the control. Accordingly, because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of Endeavour Mining plc confirm that to the best of their knowledge:

  • the condensed interim consolidated financial statements for the nine months ended 30 September 2021 has been prepared in accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting”, and International Accounting Standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB), and that it gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
  • the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8

The Directors of Endeavour Mining plc are listed on the Company’s website at www.endeavourmining.com

By order of the Board

/s/ Sebastien de Montessus

Chief Executive Officer
Sebastien de Montessus
10 November 2021

INDEPENDENT REVIEW REPORT TO ENDEAVOUR MINING PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the three and nine months ended 30 September 2021 which comprises the condensed interim consolidated statement of comprehensive earnings, the condensed interim consolidated statement of cash flows, the condensed interim consolidated statement of financial position, the condensed interim consolidated statement of changes in equity and related notes.

We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors’ responsibilities

The interim financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the group will be prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). The condensed set of financial statements included in this interim financial report has been prepared in accordance with UK adopted International Accounting Standard 34, ‘‘Interim Financial Reporting’’.

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

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.

Scope of review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and nine months ended 30 September 2021 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

In addition, based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and nine months ended 30 September 2021 is not prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

Use of our report

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

BDO LLP
Chartered Accountants
London
10 November 2021

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

Condensed Interim Consolidated Statement of Comprehensive Earnings

(Expressed in Thousands of United States Dollars, except per share amounts) (Unaudited)

    THREE MONTHS ENDED NINE MONTHS ENDED
  Note 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Revenues          
Revenue   691,707    434,839    2,080,926    870,741   
           
Cost of sales          
Operating expenses   (257,470)   (166,270)   (788,579)   (345,590)  
Depreciation and depletion   (156,614)   (115,314)   (446,860)   (193,707)  
Royalties   (42,509)   (30,024)   (130,783)   (60,450)  
Earnings from mine operations   235,114    123,231    714,704    270,994   
           
Corporate costs 3 (11,990)   (5,101)   (42,151)   (15,381)  
Acquisition and restructuring costs 4 (1,804)   (19,336)   (28,508)   (26,255)  
Share-based compensation 5 (7,281)   (7,117)   (25,075)   (13,682)  
Exploration costs   (2,855)   (900)   (18,539)   (4,029)  
Earnings from operations   211,184    90,777    600,431    211,647   
           
Other income/(expense)          
(Loss)/gain on financial instruments 6 (20,012)   (26,185)   7,258    (101,141)  
Finance costs 7 (14,696)   (12,213)   (40,708)   (35,534)  
Other (expense)/income   (3,380)   23,089    (13,890)   23,233   
Earnings before taxes   173,096    75,468    553,091    98,205   
Current income tax expense 16 (40,395)   (52,648)   (157,006)   (71,917)  
Deferred income tax (expense)/recovery 16 (158)   40,764    (3,662)   34,260   
Net comprehensive earnings from continuing operations   132,543    63,584    392,423    60,548   
             
Net comprehensive earnings/(loss) from discontinued operations 4 —    6,580    (3,702)   22,463   
Net comprehensive earnings   $ 132,543    $ 70,164    $ 388,721    $ 83,011   
           
Net earnings from continuing operations attributable to:          
Shareholders of Endeavour Mining plc   113,587    52,160    327,030    30,343   
Non-controlling interests 14 18,956    11,424    65,393    30,205   
    $ 132,543    $ 63,584    $ 392,423    $ 60,548   
           
Total net earnings attributable to:          
Shareholders of Endeavour Mining plc   113,587    61,126    321,862    49,895   
Non-controlling interests 14 18,956    9,038    66,859    33,116   
    $ 132,543    $ 70,164    $ 388,721    $ 83,011   
           
Earnings per share from continuing operations          
Basic earnings per share 5 $ 0.45    $ 0.32    $ 1.38    $ 0.24   
Diluted earnings per share 5 $ 0.45    $ 0.32    $ 1.37    $ 0.24   
Earnings per share          
Basic earnings per share 5 $ 0.45    $ 0.38    $ 1.36    $ 0.39   
Diluted earnings per share 5 $ 0.45    $ 0.38    $ 1.35    $ 0.39   

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

Condensed Interim Consolidated Statement of Cash Flows

(Expressed in Thousands of United States Dollars) (Unaudited)

    THREE MONTHS ENDED NINE MONTHS ENDED
  Note 30 September
2021
30 September
2020
30 September
2021
30 September
2020
Operating Activities          
Earnings before taxes   173,096    75,468    553,091    98,205   
Non-cash items 15 200,686    160,305    509,910    345,052   
Cash paid on settlement of DSUs, PSUs and options 5 (202)   (1,660)   (12,164)   (1,881)  
Cash received/(paid) on settlement of other financial assets and liabilities   5,003    (7,566)   7,791    (24,817)  
Income taxes paid 16 (55,503)   (32,423)   (185,567)   (49,180)  
Foreign exchange gain/(loss)   2,800    1,224    1,887    (1,793)  
Operating cash flows before changes in working capital   325,880    195,348    874,948    365,586   
Changes in working capital 15 (13,974)   (13,352)   (55,824)   (30,194)  
Operating cash flows generated from continuing operations   311,906    181,996    819,124    335,392   
Operating cash flows generated from/(used by) discontinued operations 4 —    19,197    (8,808)   49,172   
Cash generated from operating activities   $ 311,906    $ 201,193    $ 810,316    $ 384,564   
Investing Activities          
Expenditures on mining interests 10 (132,469)   (49,236)   (390,202)   (154,241)  
Cash paid for additional interest of Ity mine   —    —    —    (5,430)  
Cash acquired on acquisition of subsidiaries 4 —    92,981    27,036    92,981   
Changes in other assets   (4,338)   2,337    (11,262)   4,502   
Proceeds from sale of assets 10 —    —    —    10,292   
Net proceeds from sale of Agbaou 4 —    —    (4,714)   —   
Investing cash flows (used by)/generated from continuing operations   (136,807)   46,082    (379,142)   (51,896)  
Investing cash flows used by discontinued operations 4 —    (4,329)   (249)   (11,676)  
Cash (used in)/generated from investing activities   $ (136,807)   $ 41,753    $ (379,391)   $ (63,572)  
Financing Activities          
Proceeds received from the issue of common shares 5 —    100,000    199,988    100,000   
Dividends paid 5 (99,809)   —    (159,809)   —   
Payment of financing fees and other   (694)   (2,126)   (8,216)   (2,567)  
Interest paid   (12,550)   (11,018)   (25,780)   (27,746)  
Proceeds of long-term debt 7 —    —    490,000    120,000   
Repayment of long-term debt 7 (80,000)   (150,000)   (643,042)   (150,000)  
Acquisition of shares in share buyback 5 (34,615)   —    (94,069)   —   
Repayment of finance and lease obligation   (5,191)   (10,562)   (23,921)   (28,992)  
Settlement of gold offtake liability 4 —    —    (49,735)   —   
Financing cash flows (used by)/generated from continuing operations   (232,859)   (73,706)   (314,584)   10,695   
Financing cash flows used by discontinued operations 4 —    (335)   (45,434)   (1,004)  
Cash (used in)/generated from financing activities   $ (232,859)   $ (74,041)   $ (360,018)   $ 9,691   
           
Effect of exchange rate changes on cash   (14,748)   2,602    (25,214)   2,752   
(Decrease)/Increase in cash and cash equivalents   (72,508)   171,507    45,693    333,435   
Cash and cash equivalents, beginning of period   832,876    351,817    644,970    189,889   
Cash relating to assets held for sale, beginning of period   —    —    69,705    —   
Cash and cash equivalents, end of period   $ 760,368    $ 523,324    $ 760,368    $ 523,324   

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

Condensed Interim Consolidated Statement of Financial Position

(Expressed in Thousands of United States Dollars) (Unaudited)

  Note As at
30 September
2021
As at
31 December 2020
ASSETS     (Note 4b)
Current      
Cash and cash equivalents   760,368    644,970   
Trade and other receivables 8 126,858    55,136   
Inventories 9 355,240    190,601   
Prepaid expenses and other   43,628    26,322   
Current assets excluding assets held for sale   1,286,094    917,029   
Assets held for sale 4 —    180,808   
    1,286,094 

 
 

 
1,097,837 

 
 
Non-current  
Mining interests 10 5,001,462    2,577,844   
Deferred tax assets   10,263    19,774   
Other financial assets 11 77,686    25,202   
Other long term assets 9 156,023    77,010   
Goodwill 4 262,192    71,528   
Total assets   $ 6,793,720    $ 3,869,195   
LIABILITIES      
Current      
Trade and other payables 12 323,397    262,274   
Finance and lease obligations   15,774    13,661   
Other financial liabilities 13 35,245    —   
Income taxes payable 16 203,042    134,205   
Current liabilities excluding liabilities held for sale   577,458    410,140   
Liabilities held for sale 4 —    112,796   
    577,458 

 
 

 
522,936 

 
 
Non-current  
Finance and lease obligations   37,755    23,544   
Long-term debt 7 850,434    688,266   
Other financial liabilities 13 101,837    2,919   
Environmental rehabilitation provision   128,510    78,011   
Deferred tax liabilities   621,595    305,101   
Total liabilities   $ 2,317,589    $ 1,620,777   
EQUITY      
Share capital 5 4,452,491    16,299   
Share premium 5 4,586    3,027,467   
Share based payment reserve 5 85,688    70,390   
Capital redemption reserve 5 243    —   
Merger reserve 5 496,766    —   
Deficit   (975,380)   (1,056,948)  
Equity attributable to shareholders of the Corporation   $ 4,064,394    $ 2,057,208   
Non-controlling interests 14 411,737    191,210   
Total equity   $ 4,476,131    $ 2,248,418   
Total equity and liabilities   $ 6,793,720    $ 3,869,195   

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

Approved by the Board: 10 November 2021    
"Sebastien de Montessus" Director   "Alison Baker" Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements

Condensed Interim Consolidated Statement of Changes in Equity

(Expressed in Thousands of United States Dollars, except per share amounts) (Unaudited)

    SHARE CAPITAL              
  Note Share Capital Share Premium Reserve Capital Redemption Reserve Share Based Payment Reserve Merger Reserve Deficit Total Attributable to Shareholders Non- Controlling Interests Total
At 1 January 2020   10,988    1,763,184    —    72,487    (1,128,792) 717,867 98,630 816,497
Consideration on the acquisition of SEMAFO 4 4,756    1,146,572    —    —    1,151,328 116,194 1,267,522
Shares issued on private placement 5 451    99,549    —    —    100,000 100,000
Shares issued on exercise of options and PSU's   110    19,345    —    (19,332)   123 123
Share based compensation 5 —    —    —    12,073    12,073 12,073
Dividends to non-controlling interests 14 —    —    —    —    —    (9,017) (9,017)
Cancellation of treasury shares 5 (6)   (1,183)   —    —    (340) (1,529) (1,529)
Change in non-controlling interests 14 —    —    —    —    —    (231)   (231)   (199)   (430)  
Total net and comprehensive earnings   —    —    —    —    49,895 49,895 33,116 83,011
At 30 September 2020   $ 16,299    $ 3,027,467    $ —    $ 65,228    $ —    $ (1,079,468)   $ 2,029,526    $ 238,724    $ 2,268,250   
                     
At 1 January 2021   16,299    3,027,467    —    70,390    (1,056,948) 2,057,208 191,210    2,248,418   
Consideration on the acquisition of Teranga 4 7,877    1,670,408    —    30,361    1,708,646 186,583    1,895,229   
Shares issued on private placement 5 891    199,088    —    —    199,979 —    199,979   
Purchase and cancellation of own shares 5 (243)   —    243    —    (110,514) (110,514) —    (110,514)  
Shares issued on exercise of options and PSU's   206    31,850    —    (24,934)   7,122 —    7,122   
Share based compensation 5 —    —    —    24,253    24,253 —    24,253   
Dividends paid 5 —    —    —    —    (129,780) (129,780) —    (129,780)  
Dividends to non-controlling interests 14 —    —    —    —    (29,922)   (29,922)  
Disposal of the Agbaou mine 4 —    —    —    —    (2,993)   (2,993)  
Reorganisation 1, 4 (22,539)   (4,924,227)   —    —    4,946,766 —    —   
Deferred shares issued upon capitalisation 5 4,450,000    —    —    —    (4,450,000)   —    —   
Reclassification of PSU's to liabilities 5 —    —    —    (14,382)   (14,382) —    (14,382)  
Total net and comprehensive earnings   —    —    —    —    —    321,862    321,862    66,859    388,721   
At 30 September 2021   $ 4,452,491    $ 4,586    $ 243    $ 85,688    $ 496,766    $ (975,380)   $ 4,064,394    $ 411,737    $ 4,476,131   

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

 1      DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

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

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

Prior to its listing on the London Stock Exchange on 14 June 2021, Endeavour Mining Corporation ("EMC") was the parent Company of the Group for which consolidated financial statements were produced. On 11 June 2021, the shareholders of EMC transferred all of their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in Endeavour Mining plc (the "Reorganisation"). This resulted in Endeavour Mining plc, which was incorporated on 21 March 2021, becoming the new parent Company for the Group. As a result of the Reorganisation, there was no change in the legal ownership of any of the assets of EMC or Endeavour Mining plc, nor any change in the ownership of existing shares or securities of EMC or Endeavour Mining plc. The financial information as at 30 September 2021 and for the three and nine months ended 30 September 2021 (and comparative information) is presented as a continuation of EMC.


 2      BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

2.1.     STATEMENT OF COMPLIANCE

The annual financial statements of the group will be prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standard (“IAS”) 34, Interim Financial Reporting. In addition to preparing condensed interim consolidated financial statements in accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting”, the Company has also applied International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB. These condensed interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006, and do not include all of the information required for full annual financial statements prepared using IFRS, and are also in accordance with the requirements of the Disclosure Guidance and Transparency Rules ("DTR") in the United Kingdom as applicable to interim financial reporting. These condensed consolidated financial statements represent a ‘condensed set of financial statements’ as referred to in the DTR.

These condensed consolidated financial statements for the three and nine months ended 30 September 2021 were authorised for issue in accordance with a resolution of the Board on 8 November 2021. The condensed consolidated financial statements are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended 31 December 2020, which include information necessary or useful to understanding the Company’s operations, financial performance, and financial statement presentation. In particular, the Company’s significant accounting policies were presented as Note 2 to the consolidated financial statements for the year ended 31 December 2020 and have been consistently applied in the preparation of these condensed interim consolidated financial statements.

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

During the period ended 30 September 2021, the Company has applied the following accounting policies which were not applied in the annual consolidated financial statements for the year ended 31 December 2020:

Merger accounting

Group reorganisations, including transfer of assets and liabilities and acquisition of companies within the Endeavour Mining plc group are accounted for using merger accounting. As a result, any assets and liabilities are transferred at carrying value rather than fair value. The difference between the carrying value of assets and liabilities transferred and the consideration paid has been recognised in the merger reserve.

Employee Benefit Trust

The Employee Benefit Trust ("EBT") is considered to be a Special Purpose Entity and is accounted for under IFRS 10 and consolidated on the basis that the Company has control, thus the assets and liabilities of the EBT are included in the financial position and results of operations of the Group and the shares held by the EBT are presented as a deduction from equity.

Treasury shares

When the Company purchases its own share capital ("treasury shares"), the consideration paid, including any directly attributable incremental costs, net of income taxes, is deducted from retained earnings/(deficit). If treasury shares are subsequently cancelled, the par value of the cancelled shares is credited to the capital redemption reserve. If treasury shares are subsequently re-issued, any consideration received, net of transaction costs, up to the amount paid to re-purchase the shares is treated as a realised profit reinstating the retained earnings used when the shares were repurchased. Any excess is included in share premium.

2.2.       BASIS OF PREPARATION

These condensed interim consolidated financial statements have been prepared on the historical cost basis, except for the acquisition of SEMAFO Inc. ("SEMAFO") and Teranga Gold Corporation ("Teranga") (Note 4) and certain financial instruments that are measured at fair value at the end of each reporting period. The Company’s accounting policies have been applied consistently to all periods in the preparation of these condensed interim consolidated financial statements. In preparing the Company's condensed interim consolidated financial statements for the three and nine months ended 30 September 2021, the Company applied the critical judgments and estimates disclosed in note 3 of its consolidated financial statements for the year ended 31 December 2020.

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation. The Company's material subsidiaries at 30 September 2021 are consistent with the consolidated financial statements for the year ended 31 December 2020, except for the sale of Agbaou Gold Operations on 1 March 2021, and for the following subsidiaries which were acquired on 10 February 2021 with the completion of the acquisition of Teranga (Note 4):

Entities Principal
activity
Place of incorporation and operation Proportion of ownership interest and voting power held
      30 September 2021
Sabodala Gold Operations SA Gold Operations Senegal 90%
Wahgnion Gold Operations SA Gold Operations Burkina Faso 90%
Teranga Gold Corporation Holding Canada 100%
Teranga Gold (Senegal) Corporation Holding Canada 100%
Sabodala Mining Company Sarl Exploration Senegal 100%
       

2.3.    GOING CONCERN

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

At 30 September 2021, the Company’s net debt was $69.6 million, calculated as the difference between long-term debt with a principal outstanding of $830.0 million and cash of $760.4 million. The Company had current assets of $1,286.1 million and current liabilities of $577.5 million representing a total working capital balance (current assets less current liabilities) of $708.6 million as at 30 September 2021. Cash flow from operations for the three and nine months ended 30 September 2021 was $311.9 million and $810.3 million respectively. Subsequent to 30 September 2021, the Company completed an offering of $500.0 million in fixed senior notes and entered a new $500.0 million unsecured revolving credit facility, which will be used to repay the existing loan facilities (Note 20).

Based on a detailed cash flow forecast prepared by management, in which it included any reasonably possible change in the key assumptions on which the cash flow forecast is based, and taking into account possible changes in performance due to the COVID-19 pandemic impact, the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for twelve months from 10 November 2021 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include a gold price of $1,500/oz and production volumes in line with annual guidance.

The Board is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the condensed interim consolidated financial statement as at and for the period ended 30 September 2021.

COVID-19 PANDEMIC RISKS

On 11 March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new novel coronavirus (“COVID-19”) as a pandemic. In response to health risks associated with the spread of COVID-19, the Company implemented a number of health and safety measures designed to protect employees at its operations around the world.

As of the date of issuance of these condensed interim consolidated financial statements, the Company’s operations have not been significantly impacted, however, the Company continues to monitor the situation. While the Company's financial position, performance and cash flows could be further negatively impacted, the extent of the impact cannot be reasonably estimated at this time. Management continues to monitor and assess the short and medium-term impacts of the COVID-19 virus, including for example supply chain, mobility, workforce, market and trade flow impacts, as well as the resilience of Canadian, West African, British, and other global financial markets to support recovery. Any longer term impacts are also being considered and monitored, as appropriate. However, this pandemic continues to evolve rapidly and its effects on our own operations are uncertain. It is possible that in the future operations may be temporarily shut down or suspended for indeterminate amounts of time, any of which may, individually or in the aggregate, have a material and adverse impact on our business, results of operations and financial performance. The extent to which COVID-19 may impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of and the actions required to contain COVID-19 or remedy its impact.

The global response to the COVID-19 pandemic has resulted in, among other things, border closures, severe travel restrictions, as well as quarantine, self-isolation and other emergency measures imposed by various governments. Additional government or regulatory actions or inaction around the world in jurisdictions where the Company operates may also have potentially significant economic and social impacts. The COVID-19 virus and efforts to contain it may have a significant effect on commodity prices, and the possibility of a prolonged global economic downturn may further impact commodity demand and prices. If the business operations of the Company are disrupted or suspended as a result of these or other measures, it may have a material adverse effect on the Company’s business, results of operations and financial performance.

The global pandemic caused by COVID-19 may affect Endeavour's ability to operate at one or more of its mines for an indeterminate period of time, may affect the health of its employees or contractors resulting in diminished expertise or capacity, may mean that key expat or contract resources cannot access West Africa, may result in delays or disruption in its supply chain leading to unavailability of critical spares and inventory (or increased costs), may lead to restrictions on transferability of currency, may cause business continuity issues at global gold refineries (and therefore its ability to generate revenue), may mean it cannot transport gold from its sites to refineries, may result in failures of various local administration, logistics and critical infrastructure, may cause social instability in West African countries which in turn could disrupt business continuity, and may result in additional and currently unknown liabilities.

 3      CORPORATE COSTS

The following table summarises the components of corporate costs:

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
London Stock Exchange listing expenses 3,011    —    11,224    —   
Employee compensation 2,930    3,081    14,327    8,570   
Professional services 1,025    493    6,068    2,855   
Other corporate expenses 5,024    1,527    10,532    3,956   
Total corporate costs $ 11,990    $ 5,101    $ 42,151    $ 15,381   
         

 4      ACQUISITIONS AND DIVESTITURES

In the three and nine months ended 30 September 2021, the Company incurred $1.8 million and $28.5 million respectively (for the three and nine months ended 30 September 2020 - $19.3 million and $26.3 million respectively) of acquisition and restructuring related costs relating to advisory, legal, valuation and other professional fees, primarily with respect to the acquisition of Teranga, the disposal of the Agbaou cash generating unit ('CGU') and the acquisition of SEMAFO. These costs are expensed as acquisition and restructuring costs within the condensed interim consolidated statement of comprehensive earnings .

a.   Acquisition of Teranga

On 10 February 2021, the Company completed the acquisition of Teranga. Teranga was a Canadian-based gold mining company listed on the TSX and in the United States on the OTCQX market with two operating mines in West Africa: the Sabodala-Massawa Gold Complex ("Sabodala-Massawa") in Senegal and the Wahgnion Gold Mine ("Wahgnion") in Burkina Faso. In addition, Teranga had a number of early to advanced stage exploration properties in Burkina Faso, Côte d'Ivoire and Senegal. The acquisition of Teranga supports the Company's growth strategy and enhances the Company's production profile.

Under the terms of the agreement, the Company acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 of an Endeavour share for each Teranga share held which resulted in a total of 78,766,690 shares issued upon closing of the acquisition. Given the issuance of Endeavour common shares as a result of the transaction and the relative voting rights of the Endeavour and Teranga shareholders subsequent to the transaction being completed, Endeavour has been identified as the acquirer and has accounted for the transaction as a business combination.

Following the acquisition of Teranga, La Mancha Holding S.àr.l. ("La Mancha") exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour (Note 5).

As of the date of these condensed interim consolidated financial statements, the determination of the fair value of assets acquired and liabilities assumed is based on preliminary estimates at the date of acquisition and has not been finalised. The Company retained an independent appraiser to determine the fair value of the assets acquired and liabilities assumed, using income, market and cost valuation methods. The excess of total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for tax purposes. The goodwill balance is attributable to the recognition of a deferred tax liability from the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed at amounts that do not reflect fair value. The non-controlling interest is measured at its proportionate share of the fair value of net assets.

The Company is still in the process of finalising the fair values of the mining interests acquired, which are estimated using discounted cash flow models, where the expected future cash flows are based on estimates of future gold prices, estimated quantities of ore reserves and mineral resources, expected future production costs and capital expenditures based on the life of mine plans at the acquisition date. In addition to the fair value of the mining interests, the evaluation of the inventories on hand at the acquisition date, the evaluation of the liabilities and tax contingencies assumed, and the resulting determination of the deferred taxes, are all subject to change at 30 September 2021 if information arises which would impact management's assessment of the fair value at the acquisition date. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed in the preliminary fair value below, and the amount recognised as goodwill may change. Any adjustments to the allocation of the purchase consideration will be recognised retrospectively and comparative information will be revised. Adjustments to the purchase price allocation can be made throughout the measurement period, which is not to exceed one year from the acquisition date.

The consideration and preliminary allocation to the value of assets acquired and liabilities assumed are as follows and are unchanged since the quarter ended 31 March 2021:

  Notes Fair value at acquisition
Purchase price:    
Fair value of 78.8 million Endeavour common shares issued   1,678,285   
Fair value of Endeavour options issued   30,361   
Fair value of Endeavour warrants and call-rights issued   41,554   
    $ 1,750,200   
     
Net assets/(liabilities) acquired    
Cash   27,036   
Net working capital (excluding inventory)   (125,545)  
Inventory   239,000   
Mining interests   2,528,474   
Other long-term assets   2,000   
Goodwill   190,664   
Debt   (358,856)  
Income taxes payable   (100,000)  
Offtake liability   (49,735)  
Contingent consideration 13 (45,600)  
Reclamation liability   (38,064)  
Other liabilities acquired   (9,599)  
Deferred taxes   (322,992)  
Non-controlling interest   (186,583)  
Net Assets   $ 1,750,200   

The significant assumptions used in the determination of the fair value of the mining interests were as follows:

Assumption Sabodala -Massawa Wahgnion
Gold price - 2021 to 2024 $1,900 to $1,750 per ounce $1,900 to $1,750 per ounce
Long-term gold price $1,600 per ounce $1,600 per ounce
Discount rate 6.3  % 7.0  %
Mine life 14 years 10 years
Average grade over life of mine 1.97 g/t 1.57 g/t
Average recovery rate 89  % 92  %

On 31 March 2021, the Company settled the full amount outstanding under the gold off-take liability which resulted in a cash outflow of $49.7 million.

Consolidated revenue for the nine months ended 30 September 2021 includes revenue from the date of acquisition from the assets acquired in the acquisition of Teranga of $653.5 million. The consolidated earnings for the nine months ended 30 September 2021 includes net earnings before tax from the date of acquisition from the assets acquired in the acquisition of Teranga of $195.8 million. Had the transaction occurred on 1 January 2021, the pro forma unaudited consolidated revenue and net earnings before taxes for the nine months ended 30 September 2021 would have been approximately $2,143.7 million and $454.2 million, respectively.

b.   Acquisition of SEMAFO

On 1 July 2020, the Company completed the acquisition of SEMAFO. SEMAFO was a gold mining company listed on the TSX with two operating mines in West Africa: the Mana and Boungou mines in Burkina Faso as well as certain exploration stage assets. The acquisition of SEMAFO supported the Company's growth strategy and enhanced the Company's production profile.

Under the terms of the transaction, the Company acquired 100% of the issued and outstanding shares of SEMAFO at an exchange rate of 0.1422 Endeavour share for each outstanding SEMAFO share, which resulted in the issuance of 47,561,205 common shares of Endeavour. Given the issuance of Endeavour common shares as a result of the transaction, the relative voting rights of the Endeavour and SEMAFO shareholders subsequent to the transaction being completed, Endeavour has been identified as the acquirer and has accounted for the transaction as a business combination.

Following the acquisition of SEMAFO, La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $100.0 million private placement for 4,507,720 shares of Endeavour (Note 5).

The Company retained an independent appraiser to determine the fair value of the assets acquired and liabilities assumed, using income, market and cost valuation methods. The excess of total consideration over the estimated fair value of the amounts assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for tax purposes. The goodwill balance is attributable to the recognition of a deferred tax liability from the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed at amounts that do not reflect fair value. The non-controlling interest is measured at its proportionate share of the fair value of net assets.

The fair values of the mining interests acquired were estimated using discounted cash flow models, where the expected future cash flows are based on estimates of future gold prices, estimated quantities of ore reserves and mineral resources, expected future production costs and capital expenditures based on the life of mine plans at the acquisition date. Adjustments to the allocation of the purchase consideration has been recognised retrospectively and comparative information has been revised. 

The consideration and allocation to the value of assets acquired and liabilities assumed are as follows:

  Preliminary purchase price allocation at
31 December 2020
Adjustments Final purchase price allocation
Purchase price:      
Fair value of 47.6 million Endeavour common shares issued 1,151,328    —    1,151,328   
  $ 1,151,328    $ —    $ 1,151,328   
       
Net assets/(liabilities) acquired      
Cash 92,981    —    92,981   
Net working capital acquired (excluding cash) 107,987    564    108,551   
Mining interests 1,319,587    12,999    1,332,586   
Goodwill 98,704    (27,176)   71,528   
Restricted cash 24,000    —    24,000   
Other long-term assets 7,505    —    7,505   
Current portion of long-term debt (29,758)   —    (29,758)  
Lease liabilities (24,044)   —    (24,044)  
Income taxes payable (36,093)   16,254    (19,839)  
Other long-term liabilities (40,661)   9,220    (31,441)  
Deferred tax (262,678)   (9,612)   (272,290)  
Non-controlling interest (106,202)   (2,249)   (108,451)  
Net Assets $ 1,151,328    $ —    $ 1,151,328   

During the second quarter of 2021, the Company finalised the fair values of certain assets acquired and liabilities assumed in the acquisition, in particular as it relates to mining interests, and liabilities with respect to certain income tax positions. Management re-evaluated its life of mine plans for the Mana and Boungou mines, and the expected ounces to be produced over the life of mine, which resulted in a change in their fair values. As a result of the above adjustments, the deferred tax liabilities were also adjusted to reflect the tax impact of these changes. The significant assumptions used in the determination of the fair value of the mining interests were as follows:

Assumption Mana Boungou
Gold price – 2020 to 2025 $1,550 to $1,883 per ounce $1,550 - $1,865 per ounce
Long-term gold price $1,485 per ounce $1,485 per ounce
Discount rate 6.00  % 6.50  %
Mine life 9.5 years 14 years
Average grade over life of mine 3.25 g/t 3.58 g/t
Average recovery rate 88  % 94  %

As a result of the change in the fair values of the mining interests, depletion expense for the three months ended 31 March 2021 was increased retrospectively by $9.3 million. For the three months ended 30 September 2020, the depletion expense was decreased retrospectively by $10.1 million, and for the six months ended 31 December 2020, the depletion expense was decreased retrospectively by $8.3 million to reflect the change in the value of the mining interests upon determination of the final purchase price allocation. 

c.   Discontinued operations

On 1 March 2021, the Company completed the sale of its 85% interest in the Agbaou mine CGU to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 million was received in the first quarter of 2021; (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter where the average gold price exceeds $1,900 per ounce; and (iv) a net smelter royalty ("NSR") on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.

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

  • The cash was determined to have a fair value of $16.4 million, which is the agreed upon $20.0 million, net of working capital adjustments on closing;
  • The fair value of the Allied shares was determined to be $40.0 million based on the value of the option to sell back the shares, as well as the most recent share issuances of Allied shares with other arm's length parties;
  • The fair value of the contingent consideration based on the gold price was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of $1,723 per ounce, annualised gold price volatility of 18.36%, for each of the quarters in 2021, which resulted in a fair value of $0.5 million; and
  • The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Agbaou reserves at 31 December 2019. Based on the various scenarios considered, the fair value of the NSR was $5.5 million.

The results of operations have been restated for the comparative periods to reclassify the earnings/(loss) relating to Agbaou as earnings/(loss) from discontinued operations. During the nine months ended 30 September 2021, the financing cash flows from discontinued operations include the payment of dividends to minority shareholders of $45.2 million which had been declared in December 2020. As at 31 December 2020 the net assets of the Agbaou CGU were classified as held for sale.

At 30 September 2021, the fair value of the Allied shares had not changed, the NSR was revalued to $6.0 million and the fair value of the contingent consideration was $nil, resulting in a gain of $0.1 million and $nil respectively being recognised in other expense in the three months ended 30 September 2021, and a gain of $0.5 million and a loss of $3.7 million for the nine months ended 30 September 2021 respectively.

The Corporation recognised a loss on disposal of $13.5 million, net of tax, calculated as follows:

  1 March 2021
Cash proceeds 16,350   
Shares in Allied Gold 40,000   
Contingent consideration 517   
Net smelter royalty 5,548   
Transaction costs (471)  
Total proceeds $ 61,944   
Cash and cash equivalents 15,214   
Restricted cash 6,292   
Trade and other receivables 257   
Prepaid expenses and other 2,018   
Inventories 29,439   
Mining interests 64,951   
Other long term assets 8,837   
Total assets $ 127,008   
Trade and other payables (22,113)  
Other liabilities (26,420)  
Total liabilities $ (48,533)  
Net assets $ 78,475   
Non-controlling interests (2,991)  
Net assets attributable to Endeavour $ 75,484   
Loss on disposition $ (13,540)  

The earnings and loss for the CGU was as follows:

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
Revenue —    46,722    25,426    133,806   
Operating costs —    (22,210)   (14,250)   (60,601)  
Depreciation and depletion —    (9,370)   —    (27,266)  
Royalties —    (2,689)   (1,418)   (7,486)  
Other income —    1,987    80    1,197   
Loss on disposition —    —    (13,540)   —   
Earnings/(loss) before taxes $ —    $ 14,440    $ (3,702)   $ 39,650   
Deferred and current income tax expense —    (7,860)   —    (17,187)  
Net comprehensive earnings/(loss) from discontinued operations $ —    $ 6,580    $ (3,702)   $ 22,463   
Attributable to:        
Shareholders of Endeavour Mining Corporation —    8,966    (5,168)   19,552   
Non-controlling interest —    (2,386)   1,466    2,911   
Total comprehensive earnings/(loss) from discontinued operations $ —    $ 6,580    $ (3,702)   $ 22,463   
         
Net earnings/(loss) per share from discontinued operations        
Basic $ 0.00    $ 0.06    $ (0.02)   $ 0.15   
Diluted $ 0.00    $ 0.06    $ (0.02)   $ 1.15        

5      SHARE CAPITAL

i.    Share capital

  2021 2020
  Number Amount Number Amount
Ordinary share capital        
Opening balance 163,036,473    16,299    109,927,097    10,988   
Consideration on the acquisition of subsidiary 78,766,690    7,877    47,561,205    4,756   
Shares issued on private placement 8,910,592    891    4,507,720    451   
Shares issued on exercise of options and PSU's 2,420,594    206    1,104,182    110   
Cancellation of treasury shares (4,005,362)   (243)   (63,731)   (6)  
Reorganisation —    (22,539)   —    —   
Balance as at 30 September 249,128,987 $ 2,491    163,036,473    $ 16,299   
         
Deferred share capital        
Opening balance —    —    —    —   
Shares issued upon capitalisation of the merger reserve 4,450,000,000    4,450,000    —    —   
Balance as at 30 September 1 4,450,000,000    $ 4,450,000    —    $ —   
         
Total share capital   $ 4,452,491      $ 16,299   

(1) The deferred shares were cancelled on 5 October 2021 and the full amount of the deferred share capital was reclassified to deficit.

Issued share capital as at 30 September 2021

  • 249,128,987 ordinary voting shares of $0.01 par value
  • 4,450,000,000 deferred shares of $1.00 par value

During the nine months ended 30 September 2021, the Company announced its dividend for the first half of the 2021 fiscal year of $0.28 per share totalling $70.0 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021. In February 2021, the Company paid a dividend of $60.0 million ($0.37 per share) to shareholders on record on the close of business of 22 January 2021.

During the nine months ended September 2021 the Boungou, Houndé, Ity, Mana and Sabodala-Massawa mines declared dividends to their shareholders. Dividends to minority shareholders to the value of $29.9 million were paid during the three months ended 30 September 2021 and is included in cash flows from financing activities (2020 - during the nine months ended 30 September 2020 minority dividends to the value of $9.0 million were declared by the Agbaou, Ity and Karma mines and were included in trade and other payables as at 30 September 2020).

On 29 September 2021, the Company capitalised $4.5 billion of its merger reserve and applied the amount in full to allot 4.5 billion new deferred shares with a par value of $1.00 each. There was no movement in the number of deferred shares during the three and nine months ended 30 September 2021 after their allotment. The deferred shares do not carry any voting rights or economic rights, other than a right to a return of capital on a winding-up subject to a maximum of the paid up capital on the deferred shares.

On 11 June 2021, the Company completed its reorganisation, whereby it issued 250.5 million common shares with a par value of $0.01 per share in exchange for 100% of the issued and outstanding shares of EMC. As part of the reorganisation, the various management incentive plans (including PSUs, DSUs, and options), as well as the outstanding share warrants and call-rights were also transferred to Endeavour Mining plc. As part of the group reorganisation, a merger reserve was created equal to a value of $4.9 billion which represents the difference between the nominal value of shares in the new parent Company, Endeavour Mining plc, and the aggregate of the share capital, share premium account and equity reserve of the prior parent Company, EMC.

On 22 March 2021, the Company commenced a share buyback programme under which the Company is able to acquire up to 12.2 million of its outstanding ordinary shares, which represents up to 5% of the total issued and outstanding ordinary shares as of 16 March 2021 for a period of one year. During the three and nine months ended 30 September 2021, the Company had repurchased a total of 1,483,819 at an average price of $23.07 for a total amount of $34.2 million, and 4,150,356 shares at an average price of $23.22 for a total amount of $96.4 million respectively. 144,994 shares were repurchased but not yet cancelled as at 30 September 2021. The shares were subsequently cancelled in October 2021.

During the nine months ended 30 September 2021, the Company acquired 576,308 outstanding common shares from certain employees of the Group through an employee benefit trust (note 13). An amount of $14.2 million has been included in the statement of changes in equity as a reduction in equity attributable to the shareholders together with other purchases and cancellations of the Company's own shares.

On 30 March 2021, La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour (Note 4). Upon completion of the investment, La Mancha's future anti-dilution rights were extinguished. La Mancha's ownership of Endeavour was 19.0% at 31 March 2021 (31 December 2020 – 24.1%).

On 10 February 2021, the Company completed the acquisition of Teranga. Under the terms of the transaction, the Company acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 Endeavour shares for each outstanding Teranga share, which resulted in the issuance of 78,766,690 common shares of Endeavour at a total fair value of $1,678.3 million.

On 1 July 2020, the Company completed the acquisition of SEMAFO. Under the terms of the transaction, the Company acquired 100% of the issued and outstanding shares of SEMAFO at an exchange rate of 0.1422 Endeavour share for each outstanding SEMAFO share, which resulted in the issuance of 47,561,205 common shares of Endeavour at a total fair value of $1,151.3 million.

On 3 July 2020, La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $100.0 million private placement for 4,507,720 shares of Endeavour (note 4).

On 30 June 2020, the Company held 448,181 shares in SEMAFO which were converted into 63,731 common shares of Endeavour on 1 July 2020. On 22 September 2020, the Company cancelled these treasury shares which resulted in a reduction of $1.2 million in share capital.

ii.     Share-based compensation

The following table summarises the share-based compensation expense:

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Amortisation and change in fair value of DSUs 471    229    822    1,389   
Amortisation and change in fair value of PSUs 6,810    6,888    24,253    12,293   
Total share-based compensation $ 7,281    $ 7,117    $ 25,075    $ 13,682   
         

iii.     Options

  Options
outstanding
Weighted average
exercise price
(C$)
Added upon acquisition of Teranga 3,517,187    16.27
Exercised (987,778)   9.06
Expired (623,220)   31.92
At 30 September 2021 1,906,189 14.89

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

As at 30 September 2021, the weighted average remaining contractual term of outstanding stock options exercisable was 1.19 years. The share options are exercisable at prices ranging from C$6.60 to C$31.92.

iv.     Share unit plans

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

  DSUs
outstanding
Weighted average
grant price
(C$)
PSUs
outstanding
Weighted average
grant price
(C$)
         
At 31 December 2019 178,684    13.67    3,298,377    19.05   
Granted 20,455    28.62    2,072,183    21.55   
Exercised (73,978)   16.88    (1,089,232)   19.08   
Forfeited —    —    (1,152,986)   19.50   
Added by performance factor —    —    85,463    18.57   
At 31 December 2020 125,161    14.22    3,213,805    20.48   
Granted 33,786    26.84    2,285,431    28.67   
Exercised (1,858)   31.33    (1,552,719)   22.26   
Forfeited (689)   25.33    (70,759)   22.34   
Reinvested 3,923    18.83    120,793    23.59   
Added by performance factor —    —    292,922    22.54   
At 30 September 2021 160,323    16.75    4,289,473    24.40   

v.    Deferred share units

The Company established a deferred share unit plan (“DSU”) for the purposes of strengthening the alignment of interests between non-executive directors of the Company and shareholders by linking a portion of the annual director compensation to the future value of the Company’s common shares. Upon establishing the DSU plan for non-executive directors, the Company no longer grants options to non-executive directors.

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

The fair value of the DSUs is determined based on multiplying the 5 day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period.

The total fair value of DSUs at 30 September 2021 was $3.7 million (31 December 2020 – $2.9 million). The total DSU share-based compensation recognised in the condensed interim consolidated statement of comprehensive earnings was an expense of $0.5 million and $0.8 million for the three and nine months ended 30 September 2021 respectively (for the three and nine months ended 30 September 2020 – expense of $0.2 million and $1.4 million respectively).  

vi.    Performance share units

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

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

  • Key future operational targets in 2023 for 2021 PSU grants are gold production targets (25%), capital project targets (12.5%), and carbon reduction and renewable energy targets (12.5%);
  • Key future operational targets in 2022 for 2020 PSU grants are net debt / earnings before interest, tax, depreciation and amortisation ("EBITDA") (25%), gold production targets (12.5%), and Environmental, Social and Governance ("ESG") targets (12.5%);
  • Key future operational targets in 2021 for 2019 PSU grants were resource discovery (25%), gold production relative to guidance (12.5%), and net debt / EBITDA (12.5%).

The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2019 – 0%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2019 – same).

During the nine months ended 30 September 2021, the Company determined certain PSU's whereby they will be settled in cash upon exercise. The fair value of these PSU's have been reclassified from equity to liabilities as these PSU's will be settled in cash upon exercise. The fair value of the PSUs on date of reclassification was determined to be $14.4 million and was transferred from equity reserve to liabilities. Subsequent measurement of the liability to fair value is recognised in profit or loss.

vii.    Basic and diluted earnings per share

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

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Basic weighted average number of shares outstanding 249,982,123    162,986,253 236,866,722    128,314,951
         
Effect of dilutive securities1        
Stock options and warrants 2,142,679    —    1,879,969    —   
         
Diluted weighted average number of shares outstanding 252,124,802    162,986,253    238,746,691    128,314,951   
         
Total common shares outstanding 249,128,987    163,036,473    249,128,987    163,036,473   
Total potential diluted common shares 257,063,649    166,428,604    257,063,649    166,428,604   

At 30 September 2021, a total of 4,289,473 PSU's (3,392,131 at 30 September 2020) could potentially dilute basic earnings per share in future, but were not included in diluted earnings per share as all vesting conditions have not been satisfied at the end of the reporting period. 278,710 stock options were anti-dilutive as at 30 September 2021 and were excluded from the determination of the diluted weighted average number of shares outstanding 30 September 2020 – nil). The potentially dilutive impact of the convertible senior notes are anti-dilutive for the period and were not included in the diluted earnings per share.

6      FINANCIAL INSTRUMENTS AND RELATED RISKS

i.    Financial assets and liabilities

The Company’s financial instruments are classified as follows:

  Financial assets/liabilities at amortised cost Financial instruments at fair value through profit and loss ('FVTPL')
Cash   X
Trade and other receivables X  
Restricted cash   X
Marketable securities   X
Other long-term receivable   X
Other financial assets   X
Trade and other payables X  
Share warrant liabilities   X
Call-rights   X
Contingent consideration   X
Corporate loan facilities X  
Convertible senior notes X  
Conversion option on convertible senior notes   X
     

The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the convertible note, which has a fair value of approximately $377.0 million (31 December 2020 – $398.6 million).

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

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

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

As at each of 30 September 2021 and 31 December 2020, the levels in the fair value hierarchy into which the Company’s financial assets and liabilities measured and recognised in the condensed interim consolidated statement of financial position at fair value are categorised as follows:

    AS AT 30 SEPTEMBER 2021  
  Note Level 1
Input
Level 2
Input
Level 3
Input
Aggregate
Fair Value
Assets:          
Cash   760,368    —    —    760,368   
Cash - restricted 11 30,539    —    —    30,539   
Other long term receivable 11 —    439    5,254    5,693   
Other financial assets 11 521    40,000    933    41,454   
Marketable securities   2,689    —    —    2,689   
Total   $ 794,117    $ 40,439    $ 6,187    $ 840,743   
           
Liabilities:            
Conversion option on Notes 7 —    (43,395)   —    (43,395)  
Share warrant liabilities 13 —    (24,390)   —    (24,390)  
Call-rights 13 —    (20,862)   —    (20,862)  
Contingent consideration 13 —    (47,343)   —    (47,343)  
Total   $ —    $ (135,990)   $ —    $ (135,990)  


    AS AT 31 DECEMBER 2020  
  Note Level 1
Input
Level 2
Input
Level 3
Input
Aggregate
Fair Value
Assets:          
Cash   644,970    —    —    644,970   
Cash - restricted 11 24,398    —    —    24,398   
Other long term receivable 11 —    —    804    804   
Marketable securities   778    —    —    778   
Total   $ 670,146    $ —    $ 804    $ 670,950   
           
Liabilities:            
Conversion option on Notes 7 —    (74,646)   —    (74,646)  
Derivative financial instruments 17 —    —    —    —   
Total   $ —    $ (74,646)   $ —    $ (74,646)  

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

ii.    (Loss)/gain on financial instruments

    THREE MONTHS ENDED NINE MONTHS ENDED
  Note 30 September
2021
30 September
2020
30 September
2021
30 September
2020
           
Gain/(loss) on other financial instruments   2,739    (226)   2,906    364   
Change in value of receivable at FVTPL   (69)   —    821    (307)  
Unrealised gain/(loss) on conversion option on Notes 7 1,231    (15,286)   31,251    (76,504)  
Loss on change in fair value of warrant liabilities 13 (626)   —    (2,157)   —   
Loss on change in fair value of call rights 13 (1,879)   —    (1,541)   —   
Loss on change in fair value of contingent consideration 13 (3,115)   —    (2,351)   —   
Loss on foreign exchange   (23,293)   (10,673)   (29,460)   (10,224)  
Realised gain on forward contract1   5,000    —    7,789    6,686   
Loss on gold revenue protection program2   —    —    —    (21,156)  
Total (loss)/gain on financial instruments   $ (20,012)   $ (26,185)   $ 7,258    $ (101,141)  

1 During the three and nine months ended 30 September 2021, the Company entered into various gold forward contracts to manage the risk of changes in the market price of gold within a quarter. During the three months ended 30 September 2021, the Company agreed to sell 100,000 ounces of gold at an average price of $1,751 per ounce; during the three months ended 30 June 2021, the Company agreed to sell 115,000 ounces of gold at an average price of $1,809 per ounce. Upon settlement of the gold forward contracts for cash, the Company recognised gains in the three and nine months ended 30 September 2021 of $5.0 million and $7.8 million, respectively. During the nine months ended 30 September 2020, the Company agreed to sell 73,919 ounces at an average gold price of $1,590 per ounce, and recognised a gain of $6.7 million upon settlement of the contracts.
2 In the year ended 31 December 2019, the Company implemented a deferred premium collar strategy (“Collar”) using written call options and bought put options for the 12-month period from July 2019 to June 2020. The program covered a total of 360,000 ounces, representing approximately 50% of Endeavour’s total estimated gold production for the period, with an average floor price of $1,358 and a ceiling price of $1,500. The Collar was accounted for at FVTPL and the Company realised a loss of $35.9 million over the life of the Collar of which $21.2 million was recognised in the nine months ended 30 September 2020.

Financial instrument risk exposure

The Company’s activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Company examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks. There has been no significant changes to the financial instrument risk exposure as disclosed in note 7 of its consolidated financial statements for the year ended 31 December 2020.

7      LONG-TERM DEBT

  30 September
2021
31 December 2020
Corporate loan facilities (i)(ii) 500,000    310,000   
Deferred financing costs (9,727)   (8,305)  
Revolving credit facility $ 490,273    $ 301,695   
Convertible senior notes (iii) 316,766    311,925   
Conversion option (iv) 43,395    74,646   
Convertible senior bond $ 360,161    $ 386,571   
     
Total long-term debt $ 850,434    $ 688,266   

The Company incurred the following finance costs in the period:

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Interest expense 12,143    10,137    32,380    31,149   
Amortisation of deferred facility fees 1,818    913    5,485    2,410   
Commitment, structuring and other fees 735    1,163    2,843    1,975   
Total finance costs $ 14,696    $ 12,213    $ 40,708    $ 35,534   

i.   Corporate Loan Facility

On 24 December 2020, the Company entered into an amendment agreement to its $430.0 million revolving credit facility ("RCF") with a syndicate of leading international banks, extending its maturity to 15 January 2023 which became effective on 10 February 2021.

The key terms of the RCF include:

  • Principal amount of $430.0 million.
  • Interest accrues on a sliding scale of between LIBOR plus 2.95% to 3.95% based on the Company’s leverage ratio.
  • Commitment fees for the undrawn portion of the RCF of 1.03%.
  • The RCF matures on 15 January 2023.
  • The principal outstanding on the RCF is repayable as a single bullet payment on the maturity date.
  • Banking syndicate includes Société Générale, ING, Citibank N.A., Investec Bank plc, Macquarie Bank Ltd, Barclays Bank, HSBC and BMO.
  • The RCF can be repaid at any time without penalty.

Covenants on the RCF include:

  • Interest cover ratio as measured by ratio of earnings before interest, tax, depreciation and amortisation ("EBITDA") to finance cost for the trailing 12 months to the end of a quarter shall not be less than 3.0:1.0
  • Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0

ii.    Corporate Bridge Facility

On 24 December 2020, the Company entered into an agreement for a new facility agreement ("Bridge Facility") with a syndicate of international banks which came into effect on 10 February 2021.

The key terms of the Bridge Facility include:

  • Principal amount of $370.0 million.
  • Interest accrues on LIBOR plus 2.25% for the first six months after first utilisation and increases by 50 basis points each subsequent six month period.
  • The principal outstanding on the Bridge Facility is repayable as a single bullet payment on the maturity date of 15 January 2023.
  • The Bridge Facility can be repaid at any time without penalty but may not be redrawn.

Covenants on the Bridge Facility include:

  • Interest cover ratio as measured by ratio of EBITDA to finance cost for the trailing 12 months to the end of a quarter shall not be less than 3.0:1.0
  • Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0

iii.   Convertible Senior Notes

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

On 21 January 2021, the conversion rate of the Notes was adjusted as a result of the $0.37 per share ordinary dividend announced on 11 January 2021. The new conversion rate is 42.55 of the Company's common shares per $1,000 note, and equates to a conversion price of approximately $23.50 (CAD$29.72) per share.

The Notes bear interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year. Notes mature on 15 February 2023, unless redeemed earlier, repurchased or converted in accordance with the terms of the Notes. The note holders can convert their Notes at any time prior to the maturity date. Also, the Notes are redeemable in whole or in part, at the option of the Company, at a redemption price equal to the principal amount of the Notes being redeemed, plus any accrued and unpaid interest, if the share price exceeds 130% of the conversion price on each of at least 20 of the trading days during the 30 days prior to the redemption notice. The Company may, subject to certain conditions, elect to satisfy the principal amount and conversion option due at maturity or upon conversion or redemption through the payment or delivery of any combination of Shares and cash.

The key terms of the Convertible Senior Notes include:

  • Principal amount of $330.0 million.
  • Coupon rate of 3% payable on a semi-annual basis.
  • The term of the notes is 5 years, maturing in February 2023.
  • The notes are reimbursable through the payment or delivery of shares and/or cash.
  • The conversion price is $23.50 (CAD$29.72) per share.
  • The reference share price of the notes is $18.04 (CAD$22.24) per share.

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

The unrealised gain/loss on the convertible note option for the three and nine months ended 30 September 2021 was an unrealised gain of $1.2 million and $31.3 million respectively (three and nine months ended 30 September 2020 – unrealised loss of $15.3 million and $76.5 million million respectively).

The liability component for the Notes at 30 September 2021 has an effective interest rate of 6.2% (31 December 2020: 6.2%) and was as follows:

  30 September
2021
31 December 2020
     
Liability component at beginning of the period 311,925    302,600   
Interest expense in the period 14,741    19,225   
Less: Interest payments in the period (9,900)   (9,900)  
Total $ 316,766    $ 311,925   

iv.    Conversion option

The conversion option related to the Notes is recorded at fair value, using a convertible bond valuation model, taking account the observed market price of the Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Notes, which was then calibrated to the total fair value of the Notes: volatility of 35% (31 December 2020 – 56%), term of the conversion option 1.19 years (31 December 2020 – 2.13 years), a dividend yield of 2.5% (31 December 2020 – 2.5%), credit spread of 1.93% (31 December 2020 – 4%), and a share price of CAD$25.51 (31 December 2020 – CAD$29.62).

  30 September
2021
31 December 2020
     
Conversion option at beginning of the period 74,646    31,439   
Fair value adjustment (31,251)   43,207   
Conversion option at end of the period $ 43,395    $ 74,646   

 8      TRADE AND OTHER RECEIVABLES

  30 September
2021
31 December 2020
VAT receivable (i) 78,164    30,598   
Receivables for gold sales 3,436    4,641   
Other receivables (ii) 45,258    19,897   
Total $ 126,858    $ 55,136   

i.    VAT receivable

VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso. These balances are expected to be collected in the next twelve months. In the nine months ended 30 September 2021, the Company collected $68.2 million of outstanding VAT receivables, through the sale of its VAT receivables to third parties or reimbursement from the tax authorities.

ii.    Other receivables

Other receivables at 30 September 2021 include a receivable of $24.2 million (31 December 2020 – $nil) related to the sale of equipment at Ity to third parties, an amount of $5.9 million (31 December 2020 – $nil) receivable from Allied related to the sale of the Agbaou mine, and receivables of $6.6 million (31 December 2020 – $14.6 million) from third parties for which the Company had entered into contracts which was previously advanced for working capital purposes. All these amounts are non-interest bearing and are expected to be repaid in the next twelve months.

 9      INVENTORIES

  30 September
2021
31 December 2020
Doré bars 16,426    24,065   
Gold in circuit 38,512    33,812   
Ore stockpiles 320,351    125,694   
Spare parts and supplies 135,974    84,040   
Total $ 511,263    $ 267,611   
Non-current stockpiles (156,023)   (77,010)  
Inventories, current $ 355,240    $ 190,601   

As of 30 September 2021, there was a provision of $18.8 million to adjust gold in circuit ("GIC") inventory to net realisable value at Karma (31 December 2020 – $19.4 million with respect to GIC and $0.4 million related to finished goods).

The cost of inventories recognised as an expense in the three and nine months ended 30 September 2021 was $414.1 million and $1,235.4 million, respectively, and was included in cost of sales (three and nine months ended 30 September 2020 – $281.6 million and $539.3 million respectively).

 10      MINING INTERESTS

    MINING INTERESTS      
  Note Depletable Non depletable 1 Property, plant and equipment Assets under construction Total
Cost            
Balance as at 1 January 2020   682,792    331,777    1,081,557    21,972    2,118,098   
Acquired in business combinations   519,926    453,542    359,118    —    1,332,586   
Additions/expenditures   103,015    67,257    44,569    44,398    259,239   
Transfers from inventory   —    —    14,940    —    14,940   
Transfers   40,812    (31,177)   26,082    (35,717)   —   
Change in estimate of environmental rehabilitation provision   16,492    —    —    —    16,492   
Transfer to assets held for sale   (149,896)   —    (173,378)   —    (323,274)  
Disposals   (342)   —    (37,857)   —    (38,199)  
Balance as at 31 December 2020   1,212,799    821,399    1,315,031    30,653    3,379,882   
Acquired in business combinations 4 2,014,474    152,339    359,622    2,039    2,528,474   
Additions/expenditures   151,324    66,123    113,427    77,366    408,240   
Transfers from inventory   —    —    15,133    —    15,133   
Transfers   59,353    (40,477)   20,157    (39,033)   —   
Change in estimate of environmental rehabilitation provision2   15,839    —    —    —    15,839   
Disposals3   (862)   —    (53,272)   —    (54,134)  
Balance as at 30 September 2021   $ 3,452,927    $ 999,384    $ 1,770,098    $ 71,025    $ 6,293,434   
Accumulated Depreciation            
Balance as at 1 January 2020   294,164    —    413,660    —    707,824   
Depreciation/depletion   151,953    —    144,788    —    296,741   
Impairment   25,053    19,949    39,445    —    84,447   
Transfer to assets held for sale   (114,612)   —    (144,635)   —    (259,247)  
Disposals   (112)   —    (27,615)   —    (27,727)  
Balance as at 31 December 2020   356,446    19,949    425,643    —    802,038   
Depreciation/depletion   334,589    —    178,311    —    512,900   
Disposals3   —    —    (22,966)   —    (22,966)  
Balance as at 30 September 2021   $ 691,035    $ 19,949    $ 580,988    $ —    $ 1,291,972   
Carrying amounts            
At 31 December 2020   $ 856,353    $ 801,450    $ 889,388    $ 30,653    $ 2,577,844   
At 30 September 2021   $ 2,761,892    $ 979,435    $ 1,189,110    $ 71,025    $ 5,001,462   
             

1 As at 30 September 2021, exploration assets with a net book value of $409.3 million are included in the non-depletable mining interest category (31 December 2020 – $391.4 million). Additions in the nine months ended 30 September 2021 include the acquisition of the Fetekro license to 80% for $19.7 million.
2Change in estimate of environmental rehabilitation provision relates to the post-acquisition revaluation of the environmental provisions for the newly acquired Sabodola-Massawa and Wahgnion mines.
3 Disposals for the nine months ended 30 September 2021 mainly relate to mining equipment with a net book value of $28.5 million sold to the mining contractor at Ity for which we recognised a loss of $2.4 million (for the nine months ended 30 September 2020, the Company received proceeds of $10.3 million and recognised a gain of $4.1 million on the disposal of a mining fleet at Karma in connection with transferring its mining operations to a contractor).
4 During the nine months ended 30 September 2020, the Company received $22.2 million in cash proceeds from a contractor used in the original construction of the Karma mine as reimbursement of previously made capitalised expenditures. The proceeds have been recognised as other income in the three and nine months ended September 30, 2020.
The Company's right-of-use assets consist of buildings, plant and equipment and its various segments which are right-of-use assets under IFRS 16, Leases. These have been included within the property, plant and equipment category above.

  Plant Heavy Equipment Property Total
         
Balance as at 1 January 2020 4,209    2,194    1,606    8,009   
Acquired in business combinations 7,200    18,842    1,186    27,228   
Additions 5,343    6,119    714    12,176   
Depreciation for the year (1,657)   (8,560)   (1,594)   (11,811)  
Transferred to assets held for sale (502)   (307)   —    (809)  
Disposals —    (1,640)   —    (1,640)  
Balance as at 31 December 2020 14,593    16,648    1,912    33,153   
Acquired in business combinations —    647    4,990    5,637   
Additions 17,776    —    6,150    23,926   
Depreciation for the period (6,104)   (2,886)   (1,282)   (10,272)  
Balance as at 30 September 2021 $ 26,265    $ 14,409    $ 11,770    $ 52,444   
         

  

11       OTHER FINANCIAL ASSETS

Other financial assets are comprised of:

  Note 30 September
2021
31 December 2020
Restricted cash   30,539    24,398   
Long-term receivable (i) 4 5,693    —   
Other financial assets (ii) 4 41,454    804   
Total   $ 77,686    $ 25,202   
       

( i ) Long-term receivable

The long-term receivable at 30 September 2021 is the fair value related to the NSR receivable from Allied for the sale of the Agbaou mine.

(ii) Other financial assets

Other financial assets at 30 September 2021 include $40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine.

12      TRADE AND OTHER PAYABLES


Trade and other payables consist of the following:

  30 September
2021
31 December 2020
     
Trade accounts payable 245,534    193,106   
Royalties payable 36,577    14,516   
Payroll and social payables 39,155    26,957   
Other payables 2,131    27,695   
Total trade and other payables $ 323,397    $ 262,274   

 13      OTHER FINANCIAL LIABILITIES

  Note 30 September
2021
31 December 2020
Share warrant liabilities (i)   24,390    —   
DSU liabilities 5 3,681    2,919   
PSU liabilities (ii) 5 14,301    —   
Repurchased shares (ii)   14,383    —   
Call-Rights (iii)   20,862    —   
Contingent consideration (iv)   47,343    —   
Other long-term liabilities   12,122    —   
Total   137,082    2,919   
Current portion   (35,245)   —   
Non-current financial liabilities   $ 101,837    $ 2,919   

i.     Share warrant liabilities

Upon acquisition of Teranga, all outstanding Teranga share warrants were exchanged for replacement Endeavour warrants at a ratio of 0.47 Endeavour warrants for each Teranga warrant at an adjusted exercise price.

The following share warrants were outstanding as at 30 September 2021:

Grant date Number Expiry date Exercise price (C$)
16 April 2018 940,000    16 April 2022 11.11
26 February 2019 70,500    27 February 2023 10.81
30 May 2019 658,000    30 May 2023 8.15
30 September 2019 70,500    30 September 2023 13.81
       

The currency of the exercise price of the warrants is different from the Company's functional currency and as a result the share warrants have been classified as a derivative financial liability. Changes in fair value of share warrants are recognised in (losses)/gains on financial instruments at the end of each reporting period. Upon exercise, the associated share warrant liability will be reclassified to share capital. Should any of the share warrants expire un-exercised, the associated share warrant liability will be recorded as gains/(losses) on financial instruments in the condensed interim consolidated statement of comprehensive earnings. There is no circumstance under which the Company would be required to pay any cash upon exercise or expiry of the warrants.

A reconciliation of the change in fair value of share warrant liabilities is presented below:

  Number of warrants Amount
Added upon acquisition of Teranga 1,739,000    22,233   
Change in fair value —    2,157   
Balance as at 30 September 2021 1,739,000    $ 24,390   
     

Fair values of share warrants were calculated using the Black-Scholes option pricing model with the following assumptions:

  As at 30 September 2021 As at 10 February 2021
Valuation date share price C$ 28.51 C$ 27.06
Weighted average fair value of share warrants C$17.81 C$16.24
Exercise price C$8.15 - C$13.81 C$8.15 - C$13.81
Risk-free interest rate 0.53  % 0.19% - 0.22%
Expected share market volatility 33% - 49% 46% - 55%
Expected life of share warrants (years) 0.54 - 2.00 1.2 - 2.6
Dividend yield 2.5  % 2.5  %
Number of share warrants exercisable 1,739,000 1,739,000
     

ii.     PSU's and repurchased shares

Prior to the Company listing on the LSE, the Company established an Employee Benefits Trust (the “EBT”) in connection with the Company’s employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the nine months ended 30 September 2021, the EBT acquired 576,308 outstanding common shares from certain employees of the Group which remain held in the EBT at 30 September 2021.

In exchange for the shares, a subsidiary of the Company is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT. The amount of this liability is $14.4 million at 30 September 2021 and is included in current financial liabilities. Subsequent changes in the fair value of the underlying shares will be recognised in earnings/ (loss) in the period.

In addition to the above, certain PSU's were reclassified to liabilities during the nine months ended 30 September 2021 as management determined that the PSU's will be settled in cash upon vesting. As a result, these PSU's are recognised at fair value at 30 September 2021, and $9.7 million is included in current liabilities at 30 September 2021 as they are expected to be settled in the next twelve months. The remaining $4.6 million is classified as non-current other liabilities as the PSU's do not vest in the next twelve months.

iii.     Call-rights

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

The call-rights are required to be settled in cash at the difference between Endeavour's 5-day volume weighted average trading price on the exercise date and the exercise price of C$14.90. The call-rights expire on 4 March 2024. The call-rights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments.

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

  Number of call-rights Amount
Added upon acquisition of Teranga 1,880,000    19,321   
Change in fair value —    1,541   
Balance as at 30 September 2021 1,880,000    $ 20,862   
     

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

  As at 30 September 2021 As at 10 February 2021
Valuation date share price (i) C$ 29.00 C$ 27.93
Fair value per call-right C$ 14.09 C$ 13.05
Exercise price C$ 14.89 C$ 14.89
Risk-free interest rate 0.59  % 0.24  %
Expected share market volatility 46  % 45  %
Expected life of call-rights (years) 2.43 3.06
Dividend yield 2.5  % 2.5  %
Number of call-rights exercisable 1,880,000 1,880,000
( i ) Represents 5-day volume weighted average trading price of the Company's common shares on the TSX

iv.     Contingent consideration

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

  • If the average gold price for the three-year period immediately following closing of the Massawa Acquisition (the "three-year average gold price") is equal to or less than $1,450 per ounce, $ nil;
  • If the three-year average gold price is greater than $1,450 per ounce and up to, but not more than, $1,500 per ounce, $25.0 million;
  • If the three-year average gold price is greater than $1,500 per ounce and up to, but not more than, $1,600 per ounce, $35.0 million; or
  • If the three-year average gold price is greater than $1,600 per ounce, $50.0 million.

The Company has classified the contingent consideration payable to Barrick as a derivative financial liability as the amount due is dependent on future gold prices over periods of time in future. As at 30 September 2021, the Company estimated the fair value of the contingent consideration using a Monte Carlo simulation model based on the gold forward curve, expected volatility of 16.97% (10 February 2021 - 19.83%), Endeavour's credit spread of 2.10% (10 February 2021 - 2.78%) and risk-free rate of 0.38% (10 February 2021 - 0.20%).

On the date of acquisition of Teranga, the fair value of the contingent consideration was estimated to be $45.6 million. For the three and nine months ended 30 September 2021, the increase in the non-current liability to $47.3 million resulted in losses on financial instruments recognised in the condensed interim consolidated statement of comprehensive earnings of $3.1 million and $2.4 million, respectively.

14      NON-CONTROLLING INTERESTS


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

  Ity Mine
(15%)
Karma Mine
(10%)
Houndé Mine
(10%)
Mana Mine
(10%)
Boungou Mine
(10%)
Sabodala -Massawa Mine
(10%)
Wahgnion Mine
(10%)
Other 2 Total
(continuing operations)
Agbaou Mine
(15%)
Total
(all operations)
                       
At 31 December 2019 23,857    14,002    6,814    —    —    —    —    522    45,195    53,435    98,630   
Acquisition of NCI —    —    —    38,275    63,757    —    —    6,419    108,451    —    108,451   
Net earnings/(loss) 16,017    (4,186)   17,366    6,528    2,914    —    —    —    38,639    1,004    39,643   
Dividend distribution (659)   —    (1,744)   —    —    —    —    —    (2,403)   (52,912)   (55,315)  
Change in NCI —    —    —    —    —    —    —    (199)   (199)   —    (199)  
At 31 December 2020 $ 39,215    $ 9,816    $ 22,436    $ 44,803    $ 66,671    $ —    $ —    $ 6,742    $ 189,683    $ 1,527    $ 191,210   
Acquisition of NCI —    —    —    —    —    133,583    39,000    14,000    186,583    —    186,583   
Net earnings 21,123    246    14,641    6,004    3,664    15,462    3,874    379    65,393    1,466    66,859   
Dividend distribution (4,519)   —    (8,158)   (8,044)   (7,334)   (1,867)   —    —    (29,922)   —    (29,922)  
Disposal of the Agbaou mine1 —    —    —    —    —    —    —    —    —    (2,993)   (2,993)  
At 30 September 2021 $ 55,819    $ 10,062    $ 28,919    $ 42,763    $ 63,001    $ 147,178    $ 42,874    $ 21,121    $ 411,737    $ —    $ 411,737   
                       

1 For further details refer to note 4
2 Exploration, Corporate and Kalana segments are included in the "other" category.

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

15      SUPPLEMENTARY CASH FLOW INFORMATION

Non-cash items

Below is a reconciliation of non-cash items adjusted for in the operating cash flows in the consolidated statement of cash flows for the three and nine months ended 30 September 2021:

    THREE MONTHS ENDED NINE MONTHS ENDED
  Note 30 September
2021
30 September
2020
30 September
2021
30 September
2020
           
Depreciation and depletion   156,614    115,314    446,860    193,707   
Finance costs 7 14,696    12,213    40,708    35,534   
Share-based compensation 5 7,281    7,117    25,075    13,682   
Loss/(gain) on financial instruments 6 20,012    26,185    (7,258)   101,141   
Write down of inventory and other   2,083    (524)   2,083    988   
Loss on disposal of assets   —    —    2,442    —   
Total non-cash items   $ 200,686    $ 160,305    $ 509,910    $ 345,052   
           

Changes in working capital

Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the three and nine months ended 30 September 2021:

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
         
Trade and other receivables (3,804)   (12,744)   (9,179)   (30,710)  
Inventories 23,946    8,258    48,734    15,661   
Prepaid expenses and other (3,875)   (8,838)   (7,788)   (9,561)  
Trade and other payables (30,241)   (28)   (87,591)   (5,584)  
Changes in working capital $ (13,974)   $ (13,352)   $ (55,824)   $ (30,194)  
         

16      INCOME TAXES

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

Tax expense for the three and nine months ended 30 September 2021 was $40.6 million and $160.7 million respectively (for the three and nine months ended 30 September 2020 - $11.9 million and $37.7 million respectively).

  THREE MONTHS ENDED NINE MONTHS ENDED
  30 September
2021
30 September
2020
30 September
2021
30 September
2020
Earnings before taxes 173,096 75,468 553,091 98,205
Weighted average domestic tax rate 25  % 21  % 23  % 23  %
         
Income tax expense based on weighted average domestic tax rates 43,819 16,017 126,658 22,293
Reconciling items:        
Rate differential 13,070 5,857 15,468 38,844
Effect of foreign exchange rate changes on deferred taxes 15,482 (18,191) 24,353 (20,987)
Permanent differences (5,159) 2,734 19,159 17,379
Mining convention benefits (32,140) (3,344) (69,006) (9,589)
Effect of alternative minimum taxes and withholding taxes paid 9,384 3,056 41,150 3,056
True up and tax amounts paid in respect of prior years (1,528) 8,954 (6,084) 590
Effect of changes in deferred tax assets not recognised 6,539 (391) 15,251 (4,467)
Other (8,914) (2,808) (6,281) (9,462)
Income tax expense $40,553 $11,884 $160,668 $37,657

17      SEGMENTED INFORMATION

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

  THREE MONTHS ENDED 30 SEPTEMBER 2021  
  Ity
Mine
Karma
Mine
Houndé
Mine
Mana
Mine
Boungou
Mine
Sabodala Massawa Mine Wahgnion Mine Other Total
Revenue                  
Gold revenue 112,731    34,333    134,399    86,776    73,242    187,995    62,221    10    691,707   
Cost of sales                  
Operating expenses (46,325)   (22,890)   (39,158)   (42,320)   (25,248)   (49,431)   (32,089)   (9)   (257,470)  
Depreciation and depletion (11,981)   (10,757)   (19,791)   (14,244)   (27,319)   (50,516)   (18,518)   (3,488)   (156,614)  
Royalties (6,171)   (3,136)   (8,389)   (5,745)   (4,365)   (10,541)   (4,162)   —    (42,509)  
Earnings/(loss) from mine operations $ 48,254    $ (2,450)   $ 67,061    $ 24,467    $ 16,310    $ 77,507    $ 7,452    $ (3,487)   $ 235,114   


  THREE MONTHS ENDED 30 SEPTEMBER 2020  
  Ity
Mine
Karma
Mine
Houndé
Mine
Mana Mine Boungou Mine Other Total
Revenue              
Gold revenue 88,755    35,844    115,721    128,069    66,450    —    434,839   
Cost of sales              
Operating expenses (29,331)   (20,077)   (37,352)   (51,799)   (26,836)   (875)   (166,270)  
Depreciation and depletion (8,080)   (14,904)   (14,413)   (33,305)   (40,234)   (4,378)   (115,314)  
Royalties (5,239)   (3,410)   (9,515)   (7,754)   (4,106)   —    (30,024)  
Earnings/(Loss) from mine operations $ 46,105    $ (2,547)   $ 54,441    $ 35,211    $ (4,726)   $ (5,253)   $ 123,231   


  NINE MONTHS ENDED 30 SEPTEMBER 2021  
  Ity
Mine
Karma
Mine
Houndé
Mine
Mana
Mine
Boungou
Mine
Sabodala Massawa Mine Wahgnion Mine Other Total
Revenue                  
Gold revenue 395,224    113,416    390,471    284,174    244,093    452,529    201,009    10    2,080,926   
Cost of sales                  
Operating expenses (144,165)   (69,042)   (121,209)   (129,940)   (82,172)   (143,761)   (98,281)   (9)   (788,579)  
Depreciation and depletion (45,777)   (38,350)   (57,055)   (53,248)   (88,942)   (105,331)   (48,642)   (9,515)   (446,860)  
Royalties (21,670)   (10,294)   (26,205)   (18,782)   (14,706)   (25,395)   (13,731)   —    (130,783)  
Earnings/(Loss) from continuing mine operations $ 183,612    $ (4,270)   $ 186,002    $ 82,204    $ 58,273    $ 178,042    $ 40,355    $ (9,514)   $ 714,704   


  NINE MONTHS ENDED 30 SEPTEMBER 2020  
  Ity
Mine
Karma
Mine
Houndé
Mine
Mana Mine Boungou Mine Other Total
Revenue              
Gold revenue 268,897    102,579    304,746    128,069    66,450    —    870,741   
Cost of sales              
Operating expenses (94,263)   (54,132)   (115,759)   (51,799)   (26,836)   (2,801)   (345,590)  
Depreciation and depletion (27,225)   (39,890)   (44,542)   (33,305)   (40,234)   (8,511)   (193,707)  
Royalties (14,455)   (9,489)   (24,646)   (7,754)   (4,106)   —    (60,450)  
Earnings/(Loss) from continuing mine operations $ 132,954    $ (932)   $ 119,799    $ 35,211    $ (4,726)   $ (11,312)   $ 270,994   

Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 30 September 2021 or 30 September 2020. The Company is not economically dependent on a limited number of customers for the sale of gold because gold can be sold through numerous commodity market traders worldwide.

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

  Ity
Mine
Côte d’Ivoire
Karma
Mine
Burkina Faso
Houndé Mine
Burkina Faso
Mana Mine
Burkina Faso
Boungou Mine
Burkina Faso
Sabodala -Massawa Mine
Senegal
Wahgnion Mine
Burkina Faso
Other Total
                   
Balances as at 30 September 2021                  
                   
Current assets 128,661    46,390    129,015    175,868    107,573    353,243    106,498    238,846    1,286,094   
Mining interests 435,316    43,175    464,521    454,425    656,244    1,830,639    634,495    482,647    5,001,462   
Other long-term assets 59,601    13,271    30,566    20,245    16,332    259,553    36,113    70,483    506,164   
Total assets $ 623,578    $ 102,836    $ 624,102    $ 650,538    $ 780,149    $ 2,443,435    $ 777,106    $ 791,976    $ 6,793,720   
                   
Current liabilities 81,301    25,187    67,275    66,817    53,970    122,314    40,952    119,642    577,458   
Other long-term liabilities 29,281    12,245    51,987    69,427    182,449    330,450    56,195    1,008,097    1,740,131   
Total liabilities $ 110,582    $ 37,432    $ 119,262    $ 136,244    $ 236,419    $ 452,764    $ 97,147    $ 1,127,739    $ 2,317,589   
                   
For the period ended 30 September 2021                  
Capital expenditures 67,263    4,461    50,424    70,337    35,316    84,851    34,950    60,638    408,240   


  Ity
Mine
Côte d’Ivoire
Karma
Mine
Burkina Faso
Houndé Mine
Burkina Faso
Mana Mine
Burkina Faso
Boungou Mine
Burkina Faso
Other Total 1
Balances as at 31 December 2020              
Current assets 87,618    50,585    152,761    195,276    121,405    309,384    917,029   
Mining interests 441,549    70,564    467,719    438,297    708,819    450,896    2,577,844   
Other long-term assets 65,449    12,971    28,352    20,677    17,049    49,016    193,514   
Total assets $ 594,616    $ 134,120    $ 648,832    $ 654,250    $ 847,273    $ 809,296    $ 3,688,387   
               
Current liabilities 110,613    28,791    80,666    68,326    75,425    46,319    410,140   
Other long-term liabilities 17,364    13,862    49,367    64,860    192,783    759,605    1,097,841   
Total liabilities $ 127,977    $ 42,653    $ 130,033    $ 133,186    $ 268,208    $ 805,924    $ 1,507,981   
               
For the period ended 30 September 2020              
Capital expenditures 39,052    12,668    45,976    14,500    1,191    49,057    162,444   

1 Totals are excluding assets and liabilities classified as held for sale as at 31 December 2020.

18      CAPITAL MANAGEMENT

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

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

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

  30 September
2021
31 December 2020
     
Equity 4,476,131    2,248,418   
Long-term debt 850,434    688,266   
Finance and lease obligations 53,529    37,205   
  5,380,094    2,973,889   
Less:    
Cash and cash equivalents (760,368)   (644,970)  
Cash - restricted (30,539)   (24,398)  
Marketable securities (2,689)   (778)  
Total $ 4,586,498    $ 2,303,743   

The Company manages its capital structure and adjusts it considering changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives.

The Company is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Bridge Facility. As at 30 September 2021 and 31 December 2020, the Company was in compliance with these covenants.

 19      COMMITMENTS AND CONTINGENCIES

The Company has commitments in place at all seven of its mines and other key projects for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 30 September 2021, the Company has approximately $51.7 million in commitments relating to on-going capital projects at its various mines.

The Company is, from time to time, involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties. The Company cannot reasonably predict the likelihood or outcome of these actions. The Company does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason thereof, will have a material effect on the financial condition or future results of operations. The Company has recognised tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Company operates, and from uncertain tax positions identified upon the acquisition of SEMAFO and Teranga as well as through review of the Company's historical tax positions. For those amounts recognised related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above. Management evaluates its uncertain tax positions regularly to update for changes to the tax legislation, the results of any tax audits undertaken, the correction of the uncertain tax position through subsequent tax filings, or the expiry of the period for which the position can be re-assessed. Management considers the material elements of any other claims to be without merit or foundation and will strongly defend its position in relation to these matters and following the appropriate process to support its position. Accordingly, no provision or further disclosure has been made as the likelihood of a material outflow of economic benefits in respect of such claims is considered remote. In forming this assessment, management has considered the professional advice received, the mining conventions and tax laws in place in the various jurisdictions, and the facts and circumstances of each individual claim.

The Company has received a notice of claim from a former service provider. The Company is taking legal advice on the merits of the claim and the probable outcome but intends to vigorously defend against the claims. The Company does not believe that the outcome of the claim will have a material impact to the Company’s financial position.

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

The Company assumed a gold stream when it acquired the Karma Mine on 26 April 2016 ("Karma stream"), and when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream").

  • Under the Karma stream, the Company was obligated to deliver 100,000 ounces of gold (20,000 ounces per year) to Franco-Nevada Company and Sandstorm Gold Inc. (the “Syndicate”) over a five-year period, which commenced on 31 March 2016, in exchange for 20% of the spot price of gold for each ounce of gold delivered (the “ongoing payment”). The amount that was previously advanced for this agreement of $100.0 million is reduced on each delivery by the excess of the spot price of the gold delivered over the ongoing payment. Following the five-year period, the Company is committed to deliver refined gold equal to 6.5% of the gold production at the Karma Mine for the life of the mine in exchange for ongoing payments. The Company delivered an additional 7,500 ounces between July 2017 and April 2019 in exchange for an additional deposit of $5.0 million received in 2017. Gold ounces sold to the Syndicate under the stream agreement are recognised as revenue only on the actual proceeds received, which per the agreement is 20% of the spot gold price. As at 31 March 2021, the Company had completed the delivery of 100,000 ounces of gold and had started delivering 6.5% of gold production at the Karma Mine to the syndicate.

  • Under the Sabodala stream, the Company is required to deliver 783 ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered to Franco-Nevada (the "Fixed Delivery Period") based on the Sabodala standalone life of mine plan prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6 percent of production from the Company’s existing properties in Senegal (excluding Massawa) could result in a credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period, the Company is required to deliver 6 percent of production from the Company’s existing properties in Senegal (excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement, Franco-Nevada pays the Company cash at the date of delivery for the equivalent of the prevailing spot price of gold for on 20 percent of the ounces delivered. Revenue is recognised on actual proceeds received. The Company delivered 5,483 ounces during the period ended 30 September 2021 after its acquisition of Teranga and as at 30 September 2021, 95,223 ounces is still to be delivered under the Fixed Delivery Period.

20      SUBSEQUENT EVENTS

Share buyback programme

Subsequent to 30 September 2021 and up to 10 November 2021, the Company has repurchased a total of 39,100 shares at an average price of $22.73 for total cash outflows of $0.9 million.

Capital reduction completed

On 5 October 2021, the Company completed the reduction of capital whereby 4,450,000,000 deferred shares at a par value of $1,00 each were cancelled, and the resulting $4.45 billion in share capital was reclassified to deficit.

Refinancing

On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes (the "Notes") due in 2026 and the entered into a new $500.0 million unsecured RCF agreement (the "new RCF") with a syndicate of international banks. The proceeds of the Notes were used to repay all amounts outstanding under the Company's existing loan facilities and to pay fees and expenses in connection with the offering of the Notes. The new RCF will replace the bridge facility and existing RCF, which was cancelled upon completion of the Notes offering.

Key terms of the Notes include:

  • Principal amount of $500.0 million
  • Interest rate of 5% per annum payable on a semi-annual basis
  • The term of the Notes is 5 years, maturing in October 2026
  • The notes are reimbursable through the payment of cash 

The key terms of the new RCF include:

  • Principal amount of $500.0 million
  • Interest accrues on LIBOR plus 2.4% - 3.4% depending on leverage.
  • The principal outstanding is repayable after a four year tenor in October 2025
  • The undrawn portion has a commitment fee of 35% of the applicable margin (0.84% based on currently applicable margin)

Covenants on the new RCF include:

  • Interest cover ratio as measured by ratio of earnings before interest, tax, depreciation and amortisation ("EBITDA") to finance cost for the trailing 12 months to the end of a quarter shall not be less than 3.0:1.0
  • Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0

  

Attachment


UK 100

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