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ANNUAL INFORMATION FORM
For the financial year ended December 31, 2020
March 31, 2021
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TABLE OF CONTENTS
PRELIMINARY NOTES AND CAUTIONARY
STATEMENT .................................................................. 3
DATE OF INFORMATION ............................... 3
CURRENCY AND EXCHANGE RATES .............. 3
CONVERSION TABLE AND TECHNICAL
ABBREVIATIONS ..................................................... 3
CAUTION ON FORWARD-LOOKING
STATEMENTS ......................................................... 4
CORPORATE STRUCTURE ....................................... 5
GENERAL DEVELOPMENT OF THE BUSINESS OF
THE CORPORATION ....................................................... 7
OVERVIEW OF THE BUSINESS ....................... 7
THREE-YEAR CORPORATE HISTORY .............. 8
DESCRIPTION OF THE BUSINESS ................... 9
MINERAL PROPERTIES OF THE CORPORATION .... 14
MINERAL RESERVES AND RESOURCES ........ 14
BOUNGOU MINE, BURKINA FASO .............. 19
HOUNDÉ MINE, BURKINA FASO ................. 27
ITY MINE, CÔTE D'IVOIRE ............................ 35
KARMA MINE, BURKINA FASO .................... 44
MANA MINE, BURKINA FASO ..................... 51
SABODALA MASSAWA MINE, SENEGAL ..... 59
WAHGNION MINE, BURKINA FASO ............ 66
FETEKRO PROJECT, CÔTE D'IVOIRE ............. 74
KALANA PROJECT, MALI ............................. 79
GOLDEN HILL PROJECT, BURKINA FASO ..... 83
OTHER PROPERTIES .................................... 84
RISK FACTORS ...................................................... 85
OPERATIONAL RISKS ................................... 85
FINANCIAL RISKS ....................................... 106
DIVIDENDS AND DISTRIBUTIONS ....................... 109
DESCRIPTION OF CAPITAL STRUCTURE OF
ISSUER 109
GENERAL DESCRIPTION OF CAPITAL
STRUCTURE ........................................................ 109
ENDEAVOUR SHARES ................................ 109
MARKET FOR SECURITIES .................................. 109
PRICE RANGE AND TRADING VOLUMES
OF ENDEAVOUR SHARES ................................... 109
PRIOR SALES ............................................. 110
DIRECTORS AND OFFICERS ................................ 111
CORPORATE CEASE TRADE ORDERS OR
BANKRUPTCIES .................................................. 113
PERSONAL BANKRUPTCIES ....................... 113
PENALTIES OR SANCTIONS ....................... 114
CONFLICTS OF INTEREST ........................... 114
AUDIT COMMITTEE ........................................... 114
AUDIT COMMITTEE CHARTER .................. 114
COMPOSITION OF THE AUDIT
COMMITTEE ...................................................... 114
RELEVANT EDUCATION AND
EXPERIENCE ....................................................... 114
NON-AUDIT SERVICES ............................... 115
EXTERNAL AUDITOR SERVICE FEES ........... 115
LEGAL PROCEEDINGS AND REGULATORY
ACTIONS ................................................................... 115
INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS ....................................... 116
TRANSFER AGENT AND REGISTRAR ................... 116
MATERIAL CONTRACTS ...................................... 116
INTERESTS OF EXPERTS ..................................... 116
AUDITORS ................................................. 116
OTHER EXPERTS ........................................ 116
ADDITIONAL INFORMATION.............................. 117
APPENDIX "A" – AUDIT COMMITTEE CHARTER ............ 1
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PRELIMINARY NOTES AND CAUTIONARY STATEMENT
DATE OF INFORMATION
In this Annual Information Form ("AIF"), information is given as at December 31, 2020, unless stated otherwise.
Except as otherwise required by the context, reference to "Endeavour" or the "Corporation" in this AIF means,
collectively, Endeavour Mining Corporation and its subsidiaries.
All references in this AIF to mine-level all-in sustaining cost ("AISC") exclude depreciation, amortization, corporate
general administrative costs and other non-cash related adjustments, unless otherwise indicated.
CURRENCY AND EXCHANGE RATES
All currency references in this AIF are in United States dollars, unless otherwise indicated. Reference to "Canadian
dollars" or the use of the symbol "C$" refers to Canadian dollars. The daily average rate of exchange reported by the
Bank of Canada for the conversion of Canadian dollars into United States dollars on March 29, 2021 was C$1.00 =
$0.7940 (US$1.00 = C$1.2594).
CONVERSION TABLE AND TECHNICAL ABBREVIATIONS
Amounts in this AIF are generally in metric units. Conversion rates from Imperial measure to metric and from metric
to Imperial are provided below. All ounces are troy ounces and 14.58 troy ounces equal one pound (containing 16
imperial ounces).
Table 1: Conversion from Imperial measure to Metric and from Metric to Imperial
Imperial Measure Metric Unit
Metric Measure Imperial Unit
2.47 acres 1 hectare
0.4047 hectares 1 acre
3.28 feet 1 metre
0.3048 metres 1 foot
0.62 miles 1 kilometre
1.609 kilometres 1 mile
35.315 cubic feet 1 cubic metre
0.0283 cubic metres 1 cubic foot
0.032 ounces (troy) 1 gram
31.103 grams 1 ounce (troy)
1.102 tons (short) 1 tonne
0.907 tonnes 1 ton
0.029 ounces (troy/ton) 1 gram/tonne
34.28 grams/tonne 1 ounce (troy/ton)
Unless otherwise defined, abbreviations used in this AIF have the following meanings:
Table 2: Abbreviation Definitions
Abbreviation Definition
Au gold
CFA French West African currency (CFA franc)
DD diamond drilling
g gram
ha hectare
kg kilogram
km kilometre
koz thousands of ounces (troy)
kV kilovolt
LOM Life of Mine
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Abbreviation Definition
m metre
M million
Moz million ounces (troy)
Mt million metric tonnes
Mtpa million metric tonnes per annum
MW megawatt
Mwh megawatt hour
oz(s) ounce or ounces (troy)
RAB rotary air blast
RC reverse circulation
ROM run of mine
t metric tonne
CAUTION ON FORWARD-LOOKING STATEMENTS
This AIF contains "forward-looking statements". Forward-looking statements include, but are not limited to,
statements with respect to Endeavour's plans or future financial or operating performance, the estimation of mineral
reserves and resources, the realization of mineral reserve estimates, commodity prices, conclusions of economic
assessments of projects, the timing and amount of estimated future production, costs of future production, future
capital expenditures, costs and timing of the development of new deposits, success of exploration activities,
permitting timelines, requirements for additional capital, sources and timing of additional financing, economic,
political and regulatory conditions, realization of unused tax benefits and the future outcome of legal and tax
matters. Generally, these forward-looking statements can be identified by the use of forward-looking terminology
such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", "will continue" or "believes", or variations of such words and
phrases or statements that certain actions, events or results "may", "could", "would", "might", "have potential" or
"will be taken", "occur" or "be achieved". The material factors or assumptions used to develop material forward-
looking statements are disclosed throughout this document and other publicly available filings of Endeavour. Factors
that could cause future results or events to differ materially from current expectations expressed or implied by the
forward looking statements include the ability to deliver gold production growth coupled with a further decline in
total cash cost per ounce produced and a reduction in capital expenditures in 2021, attaining 2021 production
guidance, the ability to fund all of Endeavour's cash requirements for 2021 with existing sources of liquidity and
forecasted cash flow from operations, the ability to carry out the planned 2021 exploration program and obtain
results within anticipated schedules, political and social stability in West Africa (including Endeavour's ability to
maintain or renew licenses and permits) and other risks described in this AIF and in other documents filed from time
to time with Canadian securities regulatory authorities.
Forward-looking statements, while based on management's best estimates and assumptions, are subject to known
and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance
or achievements of Endeavour 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; risks related to
international operations; risks related to joint venture operations; risks related to general economic conditions and
credit availability; actual results of current exploration activities; 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; accidents,
labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry;
delays in obtaining governmental approvals or financing or in the completion of development or construction
activities; changes in national and local government regulation of mining operations, tax rules and regulations, and
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political and economic developments in countries in which Endeavour operates; actual resolutions of legal and tax
matters, as well as those factors discussed in the section titled "Risk Factors" in this AIF. 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 are cautioned not to
place undue reliance on forward-looking statements. Except as required under applicable securities legislation,
Endeavour undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of
new information, future events or otherwise.
CORPORATE STRUCTURE
Endeavour Mining Corporation was incorporated on July 25, 2002 under the laws of the Cayman Islands under the
name "Endeavour Mining Capital Corp". On July 16, 2008 it changed its name to "Endeavour Financial Corporation"
and then on September 14, 2010 it changed its name to "Endeavour Mining Corporation". The Corporation's
registered office is located at 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, Cayman Islands. Its
corporate office is located at 5 Young Street, London, United Kingdom and its executive office is located at 7
Boulevard des Moulins, Monaco.
Endeavour's ordinary shares ("Endeavour Shares") are listed on the Toronto Stock Exchange ("TSX") under the
symbol "EDV" and quoted in the United States on OTCQX International under the symbol "EDVMF".
As at March 30, 2021, the intercorporate relationships between the Corporation and its material subsidiaries, the
Corporation's percentage ownership of the voting securities of each material subsidiary and their respective
jurisdictions of incorporation are set out below.
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GENERAL DEVELOPMENT OF THE BUSINESS OF THE CORPORATION
OVERVIEW OF THE BUSINESS
Endeavour is a TSX-listed senior gold producer focused on developing and operating a portfolio of high quality low-
cost, long-life mines in West Africa. With its technical teams based in proximity to its mines, Endeavour has
established a solid track record of successful operational management, project development and exploration in the
highly prospective Birimian greenstone belt.
As of the date of this AIF, Endeavour's continuing mining operations comprise of the following:
› In Burkina Faso, the Boungou mine, Houndé mine, Karma mine, Mana mine and Wahgnion mine;
› In Côte d'Ivoire, the Ity mine; and
› In Senegal, the Sabodala-Massawa mine.
Endeavour considers its material properties to be the Boungou, Houndé, Mana, Wahgnion, Ity and Sabodala-
Massawa mines.
In 2020, Endeavour’s operations produced 1,066koz of gold at an AISC of $890/oz on a pro forma basis (inclusive of
Agbaou and SEMAFO Inc.’s properties for the full year) and 908koz of gold at an AISC of $873/oz on a consolidated
basis. In 2021, Endeavour
expects to produce 1,365-1,495koz of gold at an AISC of $850-900/oz (inclusive of Agbaou
for January and February 2021 and Teranga Gold Corporation’s properties from February 10, 2021, the date of
acquisition).
The Corporation also has an extensive exploration portfolio in Burkina Faso, Côte d'Ivoire, Guinea, Mali and Senegal.
In late 2016, Endeavour set out a five-year exploration program, aiming to discover 10-15Moz of Indicated Resources
by 2021. To date, 8.4Moz have already been discovered.
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THREE-YEAR CORPORATE HISTORY
2021
LA MANCHA INVESTMENT
In connection with the acquisition of Teranga Gold Corporation (“Teranga”), La Mancha Holding S.à r.l. ("La
Mancha"), Endeavour's material shareholder, exercised its anti-dilution right and invested $200 million via a
placement (under a short form base shelf prospectus) of approximately 8.9 million Endeavour Shares. The
investment closed on March 30, 2021. Following this investment, La Mancha’s antidilution right has been
extinguished.
SALE OF AGBAOU
On March 2, 2021, Endeavour closed the sale of its non-core Agbaou mine in Côte d’Ivoire to Allied Gold Corp (“Allied
Gold”) for a consideration of up to $80 million with further upside through equity exposure and a Net Smelter Return
(NSR) royalty. The total consideration consists of $20 million in cash payable in the first quarter of 2021, $40
million in Allied Gold shares and a contingent payment of up to $20 million, comprised of $5 million for each quarter
of 2021 where the average gold price exceeds $1,900/oz. In addition, Endeavour has an NSR royalty on ounces
produced in excess of the Agbaou reserves estimated as at December 31, 2019.
TERANGA ACQUISITION
On November 16, 2020, Endeavour entered into an Arrangement Agreement with Teranga pursuant to which
Endeavour agreed to acquire all of the issued and outstanding common shares of Teranga by way of a Plan of
Arrangement under the Canada Business Corporations Act, and holders of common shares of Teranga received 0.47
of an Endeavour Share for each Teranga share. On February 10, 2021, Endeavour completed the acquisition of
Teranga to create a new senior gold producer.
2020
REFINANCING
On December 24, 2020, Endeavour closed an $800 million debt refinancing package. The refinancing consists of an
amendment and extension of Endeavour’s existing $430 million revolving credit facility (“RCF”) and a $370
million bridge facility (“Bridge Loan”). The amended RCF will bear interest at the same rate as previously, at LIBOR
plus a margin between 2.95% and 3.95%, on a sliding scale depending on leverage. The Bridge Loan will bear interest
at 2.25%, increasing by 0.5% every six months until both facilities mature in January 2023. The refinancing proceeds
are to retire Teranga’s various higher cost debt facilities.
INCREASES OWNERSHIP OF FETEKRO
On December 21, 2020, Endeavour announced an increase in its stake in the Fetekro Project. Under the terms of the
agreement, once the mining permit is granted, Endeavour will be entitled to an 80% stake in the Fetekro Project,
compared to 65% currently, while Société pour le Développement Minier de la Côte d'Ivoire ("SODEMI"), the State-
owned mining company, and the State of Côte d’Ivoire will each have a 10% stake. Endeavour will retain full
ownership of the Fetekro exploration license until it is converted into a mining license. The exploitation license
application was submitted on February 2, 2021. Endeavour acquired the additional stake from SODEMI for a
consideration of $19 million plus contingent payments of $3 per ounce for future Proven and Probable Reserves
defined outside of the existing Measured and Indicated Resource boundary.
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SEMAFO ACQUISITION
On July 1, 2020, Endeavour completed the acquisition of SEMAFO Inc. (“SEMAFO”) pursuant to the terms of an
arrangement pursuant to which Endeavour agreed to acquire all of the issued and outstanding common shares of
SEMAFO by way of a Plan of Arrangement under the Business Corporations Act (Quebec), and holders of common
shares of SEMAFO received 0.1422 of an Endeavour Share for each SEMAFO common share.
Following the acquisition of SEMAFO, La Mancha exercised its anti-dilution right and invested $100 million via a
placement (under a short form base shelf prospectus) of approximately 4.5 million Endeavour Shares.
2019
ITY CONSTRUCTION AND INCREASE IN OWNERSHIP
On January 11, 2019, the Corporation acquired an additional 5% interest in the Ity mine from Keyman Investment
(the Didier Drogba Group) for approximately $15 million. This follows the May 2017 acquisition of a 25% interest
from SODEMI for $52 million (plus $5/oz of additional reserves added post-December 31, 2016). Currently
Endeavour owns 85% of the Ity mine, with the Government of Cote d'Ivoire owning 10% and SODEMI owning 5%.
A feasibility study on a Carbon-in-Leach Plant (the "CIL Project") was completed at Ity in November 2016 and a
technical report was filed in December 2016, which showed economic viability of the CIL Project. Construction
commenced in September 2017 and the CIL Project was completed on-budget and ahead of schedule. The first gold
pour occurred on March 18, 2019 and commercial production was declared on April 8, 2019.
2018
TABAKOTO MINE DISPOSITION
In line with its strategic portfolio optimization goals, following the disposal of the Nzema mine in 2017 and the Youga
mine in 2016, on December 24, 2018, Endeavour completed the sale of the Tabakoto mine, a non-core mine,
to Algom Resources Limited, a subsidiary of BCM International Ltd.
CONVERTIBLE NOTES
On February 6, 2018, Endeavour closed a private placement of convertible senior notes due 2023 (the "Notes") for
an aggregate principal amount of $300 million (plus a fully exercised over-allotment option for $30 million). The
Notes bear a 3% annual coupon maturing in February 2023. The conversion price has been set at C$29.47 ($23.90)
based on a 32.5% premium and the Corporation has the option to settle its obligation through the payment of cash,
the delivery of shares, or any combination of cash and shares (subject to certain conditions). The Notes trade on
the International Stock Exchange (formerly the Channel Islands Securities Exchange).
DESCRIPTION OF THE BUSINESS
PRINCIPAL PRODUCT AND DISTRIBUTION
The Corporation's revenue is generated exclusively from the sale of gold. The Corporation's principal product is gold
doré which, once refined, is sold to one or more market participants on the basis of pricing that is at or close to spot
prices.
Each of the operating subsidiaries has in place offtake and refining contracts which allow them to obtain best terms
for gold sales depending on global gold market conditions. Offtake arrangements for all mines are provided by
StoneX Group Inc. ("StoneX"), a NASDAQ listed company with headquarters in New York which trades in
commodities and in foreign exchange and Auramet Trading LLC, a US based trader of precious metals. Refining
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arrangements are provided by METALOR Technologies SA ("METALOR"), a Swiss-based refiner of precious metals,
for all mines except the Wahgnion mine. The Corporation has negotiated advantageous terms for all mines (other
than for the Sabodala-Massawa and Wahgnion mines), with both StoneX and METALOR which allow the operating
subsidiaries to pass risk for a shipment at the mine gate, with payment for the gold content of a shipment occurring
on the same day or next day in most cases. The Wahgnion mine ships its doré to be refined by ARGOR-HERAEUS,
also a Swiss-based refiner of precious metals.
Certain amounts of the refined Gold are delivered to Franco Nevada and Sandstorm under streaming arrangements
relating to the Karma and Sabodala-Massawa mines. At the Sabodala-Massawa mine, the streaming agreement (the
“FN Stream”) entitles Franco-Nevada to 6% of Sabodala’s future gold production over life of mine. The FN Stream
does not extend to the Massawa project area. At the Karma mine, the streaming agreement, from March 2021,
entitles Franco-Nevada and Sandstorm in aggregate to 6.5% of Karma’s future gold production for LOM.
The Corporation has two gold offtake agreements with Taurus Funds entered into on May 31, 2018 (the "Wahgnion
Gold Offtake") and March 4, 2020 (the “Massawa Gold Offtake”). Taurus Funds is entitled to make payments per
ounce on the basis of a defined quotational period look-back formula. The Wahgnion Gold Offtake is for a volume
up to 1,075koz and the Massawa Gold Offtake is for ounces produced over the life of mine. The Corporation is
entitled to extinguish Taurus’s rights in exchange for an amount based on a net present value calculation.
Gold is traded on a world-wide basis. The demand for gold is primarily for jewelry fabrication purposes and bullion
investment. The use of gold as a store of value and the large quantities of gold held for this latter purpose play a role
in pricing, as well as current supply and demand trends, which play some part in determining the price of gold.
However, easily measurable macroeconomic factors do not play the same role in price discovery to the same extent
as with other commodities. Gold prices are significantly affected by factors such as US dollar strength, expectations
for US inflation and US bond yields, US interest rates cycle, international exchange rates, changes in reserve policy
by central banks and global or regional political and economic crises. Due to these factors, the gold price fluctuates
continually, and such fluctuations are beyond the Corporation's control.
SPECIALIZED SKILLS AND KNOWLEDGE
All aspects of Endeavour's business require specialized skills and knowledge. Such skills and knowledge include, but
are not limited to, the areas of strategic development, geology, exploratory drilling, engineering, construction, mine
planning, mining operations, processing, regulatory compliance, legal and finance and accounting. Endeavour relies
on skilled and experienced personnel to fulfill these requirements.
COMPETITIVE CONDITIONS
The gold mining industry is competitive, particularly in the acquisition of mineral reserves and mineral resources.
The continued growth of Endeavour relies on the organic growth and development of gold projects, as well as
strategic acquisitions. Although Endeavour has acquired and developed such assets in the past, there can be no
assurance that its acquisition or organic development efforts will succeed in the future.
ENVIRONMENTAL PROTECTION
Endeavour's primary objective is to minimize the potential environmental impacts of its mines throughout the
lifecycle, from discovery through to post-closure. The Corporation's sustainability and environmental policies,
standards, systems and processes are designed to ensure that environmental risks are addressed while ensuring the
environment is maintained, if not enhanced, for current and future generations of its host communities.
All of Endeavour's mining, exploration and development activities are subject to extensive local laws and specific
statutory and regulatory regulations and requirements relating to the protection of the environment, including, but
not limited to, air quality, water management and quality, solid and hazardous waste management and disposal,
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land use and reclamation. Failure to comply with these environmental laws or regulations could result in fines,
penalties, the suspension or revocation of permits, civil sanctions or lawsuits.
As part of its business planning, Endeavour identifies significant environmental risks and reviews and updates the
closure costs for each property to account for additional knowledge acquired with respect to a property or for
changes in applicable laws or regulations. This process ensures that the Corporation properly budgets for the costs
associated with closure and with implementing appropriate sustainability management measures.
The International Cyanide Management Code ("ICMC") is a voluntary industry program for companies involved in
the production of gold by the cyanidation process. The ICMC addresses, among other things, the production of
cyanide, its transport from the producer to the mine, its on-site storage and use, and decommissioning. In 2020,
Endeavour completed an ICMC compliance audit (remotely) at all six of its mines (Agbaou, Boungou, Houndé, Ity,
Karma and Mana).
The financial and operational effects of environmental protection requirements on the capital expenditures and
earnings for each of the Corporation's mines is not significantly different than that of similar sized mines, and
therefore are not expected to significantly impact Endeavour's competitive position in the future.
The Corporation's (excluding Teranga) total liability for reclamation and closure cost obligation as at December 31,
2020 was approximately $80 million and Teranga’s corresponding liability was approximately $56 million. The
Corporation’s actual reclamation expenses for the year ended December 31, 2020 was $0.6 million and for Teranga,
it was approximately $0.8 million. For more information, refer to Note 18 in the Annual Financial Statements.
EMPLOYEES
As at December 31, 2020, the Corporation (including Agbaou but excluding Teranga) employed approximately 4,860
employees and 6,370 contractors and consultants. Of Endeavour’s total employees, 95% were nationals, of which
31% were from local communities. Among management, 67% were West African, comprised of 47% nationals, 16%
regional expatriates from West Africa and 3% from local communities. A total of 8% of the Corporation's employees
were women, with 9% in management positions and 11% in technical roles. In 2020 20% of the new hires were
women.
Boungou had 287 employees of which 86% were nationals, 6% were women, and 34% were from locally impacted
communities. West African staff represented 33% of senior management, with 11% being nationals.
Houndé had 1,287 employees of which 97% were nationals, 11% were women and 23% were from locally impacted
communities. West African staff represented 52% of senior management, with 33% being nationals.
Ity had 967 employees of which 94% were nationals, 10% were women and 19% were from locally impacted
communities. West African staff represented 66% of senior management, with 56% being nationals.
Karma had 447 employees of which 98% were nationals and 2% were women. West African staff represented 100%
of senior management, with 25% from locally impacted communities.
Mana had 731 employees of which 95% were nationals, 1% were women, and 20% were from locally impacted
communities. West African staff represented 34% of senior management, with 14% being nationals.
As at December 31, 2020, Teranga employed approximately 3,260 employees and 1,298 contractors and consultants.
Of Teranga’s Senegalese and Burkina Faso employees, 94% were nationals, with 34% from local communities. Among
management, 57% were West African, including 47% nationals, 3% regional and 1% from local communities. A total
of 8% of Teranga’s Senegalese and Burkina Faso employees were women, with 10% in management positions, and
43% in technical or supervisory roles. In 2020, 26% of the new hires were women.
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Sabodala had 1,621 employees, of which 95% were nationasl, 30% were from local communities, and 8% were
women. Among management, 61% were West African, including 51% nationals and 2% from local communities.
Wahgnion had 1,214 employees, of which 93% were nationals, 40% were from local communities, and 7% were
women. Among management, 46% were West African, including 43% nationals.
HEALTH AND SAFETY
Endeavour places the highest priority on the health, safety and welfare of its employees and contractors. The
Corporation's business principles and policies are based on targeting the achievement of "zero harm" performance.
All of Endeavour's Occupational Health and Safety ("OH&S") policies, standards and procedures are aligned to best
industry practices (ISO 45001).
Management and performance of OH&S starts with the Board, assisted by the Technical, Health & Safety Committee.
The Chief Executive Officer is the Executive responsible, supported by the Chief Operating Officer and the Vice
President for Health, Safety and Environment.
Each mine site has a dedicated health and safety team. They are responsible for identifying occupational health and
safety hazards based on job safety analysis and comprehensive hazard and risk assessments, using widely established
methodologies. Going beyond the regulatory requirements, Endeavour's prevention programs include awareness
sessions, operational training and inspections and are supplemented by additional initiatives that promote its health
and safety objectives.
In 2020, the Corporation reported a solid overall safety performance, although regrettably, in February 2020, the
Corporation recorded a fatality at its Karma mine. There were three lost time injuries during the year, resulting in a
low Lost Time Injury Frequency Rate ("LTIFR") of 0.12 per million-man hours worked. The All Injury Frequency Rate
decreased to 3.68 compared to 3.96 for the previous year.
SUSTAINABLE DEVELOPMENT
At Endeavour we are committed to being a responsible miner, building and maintaining meaningful and mutually
beneficial long-term partnerships with key stakeholders, including our local communities, host countries and our
investors.
In Côte d’Ivoire, Endeavour contributes 0.5% of its revenue from Ity and, in Burkina Faso, 1.0% of its revenue from
Boungou, Houndé, Karma, Mana and Wahgnion to the mandatory local mining development funds that finance
community projects in accordance with community-approved local development plans. For 2020, Endeavour,
including Wahgnion, contributed a total $17.83 million to the local mining development funds in Côte d’Ivoire and
Burkina Faso.
In 2018, Endeavour set up an economic development fund, named EcoDev, to promote and generate sustainable
economic activity in the area of influence of Endeavour's mines that can endure beyond the life of Endeavour's
individual assets.
In 2019, EcoDev made its first investment, investing $1 million for a 35% share in an industrial shea butter processing
facility based in Bamako, Mali. Mali is the world’s second largest producer of shea nuts and accounts for 20% of the
global market however it lacked any industrial processing capability. This initiative is targeting approximately 14,000
tonnes of production at full capacity and has created 128 direct jobs and currently supports 21,000 women farmers,
from the local communities surrounding the Kalana Project in Mali, with a long term aim to economically empower
more than 120,000 local women. The goal is for this investment to be profitable and sustainable within seven years,
repaying Endeavour's original investment. Construction of the production plant began in 2020, and the plant was
commissioned in March 2021.
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In 2020, EcoDev worked on setting up Ranch du Tuy in Burkina Faso. Ranch du Tuy is an intensive cattle feedlot
project to produce fresh, export-quality meat to supply neighbouring countries. During the year, 40 hectares of land
was acquired near the Houndé mine, and two Burkinabe industrial partners and co-investors for the project were
identified.
In January 2019, Endeavour became a member of the World Gold Council ("WGC"), the market development
organization for the gold industry. In September 2019, the WGC launched the Responsible Gold Mining Principles
("RGMPs"). The RGMPs reflect the commitment of the WGC's members to responsible mining and provide an over-
arching framework that sets out clear expectations as to what constitutes responsible gold mining to provide
confidence to investors and supply chain participants. Endeavour has commenced implementing the RGMPs, in
accordance with the WGC’s timetable. In 2019, the Corporation conducted an internal GAP analysis and received
external assurance for RGMP 1.7: accountabilities and responsibilities. In 2020, Endeavour continued to progress
the implementation of the RGMPs, including commissioning an independent external readiness assessment report
to confirm Endeavour’s internal gap assessment and provide additional recommendations in preparation for
external assurance.
COMMUNITY RELATIONS AND SOCIAL
Endeavour views itself as an integral part of the countries and communities in which it operates, as well as a
responsible development partner. It is committed to building and maintaining strong, transparent relationships,
underpinned by open and constructive dialogue, with its host communities, host governments, NGOs and other local
and national stakeholders.
The Corporation has a range of policies in place to govern its approach to stakeholder engagement, including anti-
bribery and anti-corruption, business conduct and ethics, diversity, harassment, sanctions, environmental, safety
and health, human rights and whistleblower. These policies can be found on Endeavour's website:
www.endeavourmining.com.
Key stakeholder groups at the local, regional and national levels at each mine have been identified. All mines, except
the Boungou and Mana mines, have site-specific annual stakeholder engagement plans that identify the
stakeholders' main concerns and expectations, along with a strategy to communicate and engage with them. These
plans include a functional, accessible and widely published external grievance mechanism. Engagement is managed
by the mine's Social Performance teams. In 2021, stakeholder engagement plans will be established for the Mana
and Boungou mines.
The Corporation believes that providing employment and procuring from local suppliers are two of the most
significant economic contributions it can make to the communities in which it operates.
Endeavour aims to hire much of its workforce from the local region in which the operation is located. In 2020, 95%
of Endeavour's mine level workforce were West African nationals.
The Corporation also aims to procure as much as possible locally, in-country or from within the West African
region. In 2020, Endeavour procured approximately $786 million worth of goods, being about 77% of its supplies,
from West African suppliers.
Alongside employment and procurement, Endeavour also undertakes a number of community investment projects
at each of its mines and development projects, including skills training, educational scholarships, healthcare, water
and sanitation, public infrastructure maintenance, capacity building and livelihood programs. Further details can be
found in the Minerals Properties of the Corporation section under each mine, as well as in Endeavour's annual
sustainability reports, available on its website: www.endeavourmining.com.
14
MINERAL PROPERTIES OF THE CORPORATION
MINERAL RESERVES AND RESOURCES
The following mineral reserves and resources were estimated as at December 31, 2020 in accordance with the
provisions adopted by the Canadian Institute of Mining Metallurgy and Petroleum ("CIM") and incorporated into
Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
15
Table 3: Mineral Reserves and Mineral Resources
16
17
QUALIFIED PERSONS
The Qualified Persons responsible for the Mineral Reserve and Resource estimates for Endeavour’s material
properties are detailed in the following tables.
MINERAL RESOURCES
QUALIFIED PERSON POSITION PROPERTY/DEPOSIT
Kevin Harris, CPG V.P. Resources, Endeavour Ity (Colline Sud, La Plaque)
Houndé (Bouere, Dohoun, Kari Pump)
Helen Oliver, FGS, CGeol Group Resource Geologist, Endeavour Mining Houndé (Kari West, Kari Center, Kari South, Dafra)
Patti Nakai-Lajoie, P.Geo. V.P. Mine Geology and Grade Control,
Endeavour
Sabodala-Massawa (Sabodala, Masato, Golouma,
Kerekounda, Maki Medina, Niakafiri East, Niakafiri
West, Goumbati West – Kobokoto, Golouma North,
Diadiako, Kinemba, Kourouloulou, Kouroundi,
Koutouniokolla, Mamasato, Marougou, Sekoto,
Soukhoto, Sofia, Massawa Central Zone, Massawa
North Zone, Delya, Tina, Bambaraya)
Wahgnion (Nogbele North and South, Fourkoura,
Samavogo, Stinger)
Michel Plasse, P.Geo Group Manager, OP Geology & Reconciliation
Support, Endeavour
Boungou
Mana (Filon 67, Fobiri, Fofina, Maoula, Siou, Wona-
Kona, Yaho, Yama)
Michael Millad, AIG Cube Consulting Pty Ltd Ity (Ity/Flat/Walter)
Mark Zammit, MAIG Principal Consultant Geologist, Cube
Consulting Pty Ltd
Ity (Mont Ity/Flat/Walter, ZiaNE, Verse Ouest –
Teckraie,
Daapleu, Gbeitouo, Aires, Bakatouo)
Houndé (Vindaloo)
MINERAL RESERVES
QUALIFIED PERSON POSITION PROPERTY/DEPOSIT
Salih Ramazan, FAusIMM Vice President, Mine Planning, Endeavour
Mining
Ity,
Houndé
Mana (except for Siou and Wona underground)
Boungou
Stephen Ling, P.Eng. Director, Integrated Strategy and Asset
Performance, Endeavour
Sabodala-Massawa
Wahgnion
Denis Fleury, P. Eng Chief Engineer, QP Underground, Endeavour. Mana (Siou and Wona underground)
1. The Mineral Resources and Reserves have been estimated and reported in accordance with Canadian National
Instrument 43-101, 'Standards of Disclosure for Mineral Projects' and the Definition Standards adopted by CIM
Council in May 2014.
2. Mineral Resources that are not Mineral Reserves do not demonstrate economic viability.
3. Mineral Resources are reported inclusive of Mineral Reserves.
4. Tonnages are rounded to the nearest 100,000 tonnes; gold grades are rounded to two decimal places; ounces
are rounded to the nearest 1,000 oz. Rounding may result in apparent summation differences between tonnes,
grade and contained metal.
5. Tonnes and grade measurements are in metric units; contained gold is in troy ounces.
6. Processing recoveries vary at each pit by many factors including material types, mineralogy and chemistry of the
ore. The overall average recoveries are around 92% at Boungou, 91% at Houndé, 83% at Ity, 87% at Mana, 82%
Karma, 88% at Sabodala-Massawa, 93% at Wahgnion, 95% at Fetekro and 91% at Kalana.
7. The reporting of Mineral Reserves and Resources are based on gold prices as detailed below:
18
Mines Ity Karma Houndé Mana Boungou Sabodala-
Massawa
Wahgnion
Reserves
1
price $/oz
1,300 1,300 1,300 1,500 OP
1,300 UG
1,300 1,300 OP
1,200 UG
1,300
Resources
2
price $/oz
1,500 1,500 1,500 1,500 -
1,700
1,500 1,500 1,500
Projects Kalana Fetekro Bantou Nabanga Golden Hill
Reserves
price $/oz
1,500 1,500 n/a n/a n/a
Resources
price $/oz
1,500 1,500 1,500 1,500 1,800
1
Gold cut-off grades for Mineral Reserves are as follows:
Boungou is 1.2 g/t for Oxide and 1.3 g/t for transitional and fresh ore.
Ity cut-off grades vary between 0.4 g/t to 0.6 g/t except the Daapleu Transitional and Fresh, which is 0.8 g/t, and Volcano-
Metasediment portion of the Daapleu Fresh cutoff grades is 0.9 g/t.
Houndé cut-off grades vary between 0.4 g/t to 0.7 g/t.
Karma cut-off grades vary between 0.3 g/t to 0.5 g/t.
Mana open pit cut-off grades vary between 0.5 g/t to 0.9 g/t.
Mana Siou UG cut-off grade is 2.5 g/t.
Mana Wona UG cut-off grade is 2.25 g/t.
Kalana cut-off grade varies between 0.4 g/t to 0.6 g/t.
Fetekro cut-off grade is 0.3 g/t for Oxide ore and 0.4 g/t for Transitional and Fresh ore.
Sabodala – Massawa open pit cut-off grades range from 0.37 g/t to 0.55 g/t for Oxide, 0.43 g/t to 0.67 g/t for Sulfide ore and 1.24 g/t
to 1.26 g/t for Refractory ore.
Sabodala – Massawa underground cut-off grades range from 2.5 g/t to 2.6 g/t.
Wahgnion cut-off grades range from 0.40 g/t to 0.48 g/t for Oxide ore and 0.49 g/t to 0.69 g/t for Sulfide ore.
2
Gold cut-off grades for Mineral Resources are as follows:
Mana, Boungou and Bantou are based on a gold price of $1,500/oz except for Wona open pit which is at $1,700/oz.
Mana OP is reported at a cut-off grade as defined by deposit and material type, varying from Oxide at 0.41 to 0.56 g/t, Transition at
0.44 to 0.69 g/t and Sulfide at 0.72 to 2.54 g/t.
Cut-off grade for open-pit at Boungou are defined by material type: Oxide at 0.91 g/t, Transition at 0.91 g/t and Sulfide 1.05 at g/t.
Cut-off grades for the Bantou Project are defined by deposit, varying from 0.43 g/t to 0.86 g/t.
Cut-off grade at Boungou is 2.0 g/t.
Cut-off grade at Siou is 2.2 g/t.
Cut-off grade at Wona is 1.8 g/t.
Cut-off grade at Nabanga is at 3.0 g/t.
Cut-off grades for open pit at Sabodala – Massawa range from 0.31 g/t to 1.09 g/t.
Cut-off grades for underground at Sabodala-Massawa range from 2.0 g/t to 2.84 g/t.
Cut-off grade for open pit at Wahgnion ranges from 0.35 g/t to 0.60 g/t.
Golden Hill Project has been consolidated under the Houndé Mine. Cut-off grades for open pit at Golden Hill range from 0.49 g/t to
0.55 g/t.
8. The reserve estimation study has been carried out internally for Boungou, Ity, Houndé, Karma and Mana,
Sabodala and Wahgnion. Fetekro and Kalana studies were carried out by Snowden.
9. Houndé Mine mineral resources are inclusive of Golden Hill mineral resources as at December 31, 2020.
10. The Sabodala-Massawa Mine and Wahgnion Mine were acquired by Endeavour on February 10, 2021.
TECHNICAL REPORTS
The scientific and technical information relating to the material properties contained in this document has been
derived from or based on the following technical reports, copies of which are available electronically on SEDAR at
www.sedar.com under the Corporation's profile for Ity and Houndé, SEMAFO’s profile for Mana and Boungou, and
Teranga’s profile for Sabodala-Massawa and Wahgnion.
19
Property Report Date Filed
Boungou Technical Report on Natougou Gold Deposit Project, Burkina Faso March 28, 2016
Houndé Technical Report on the Houndé Gold Mine, Republic of Burkina Faso June 15, 2020
Ity Technical Report on the Ity Gold Mine, Republic of Cote D'Ivoire June 15, 2020
Mana Technical Report on the Results of the Siou Underground Prefeasibility Study at
the Mana Property, Burkina Faso
March 29, 2018
Sabodala-Massawa Pre-feasibility Study of Sabodala-Massawa Project, Senegal August 21, 2020
Wahgnion Amended Technical Report on the Wahgnion Gold Operations, Burkina Faso August 1, 2019
BOUNGOU MINE, BURKINA FASO
Information in this section is based on the technical report entitled “Natougou Gold Deposit Project, Burkina Faso”,
dated March 23, 2016 (the “Boungou Report”), prepared under the supervision of Neil Lincoln, Vice President,
Business Development and Studies at Lycopodium Minerals Canada Ltd. (“Lycopodium”), with the participation of
Marius Phillips, MAusIMM (CP), Principal Process Engineer at Lycopodium, Glen Williamson, Principal Mining
Engineer at AMC Consultants (Canada) Ltd, John Graindorge, Principal Consultant – Applied Geosciences at Snowden
Mining Industry Consultants Pty. Ltd. (“Snowden”), Jean-Sébastien Houle, Eng. from WSP Canada Inc. and Timothy
Rowles, MAusIMM (CP) from Knight Piésold Consulting, all “Qualified Persons” under NI 43-101. Portions of the
following information are based on assumptions, qualifications and procedures which are not fully described herein.
Readers should consult the Boungou Report which is available under SEMAFO’s profile on SEDAR at www.sedar.com
to obtain further particulars regarding the Boungou gold deposit. For greater certainty, the Boungou Report is not
incorporated by reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the Boungou Report has been
updated under the supervision of, or reviewed, in the case of resources, by Michel Plasse, P Geo, Group Manager -
Operations Geology and Reconciliation at Endeavour, and in the case of open pit mining and reserves, by Salih
Ramazan, FAusIMM, Vice President Mine Planning at Endeavour, each of whom is a “Qualified Person” under NI 43-
101.
LOCATION
The Boungou gold deposits lie within the Boungou Permit Group located in eastern Burkina Faso. The property lies
approximately 323 km east-southeast of Ouagadougou, the capital of Burkina Faso. The plant is centred on UTM
coordinates 980,734 mE and 1,329,353 mN (WGS84 Zone 31 North).
Access to the site is by means of Route Nationale RN04, an all-weather bitumen road from Ouagadougou through
Fada n’Gourma to the Ougarou junction. From there, travel is via a laterite road to the property 60 km to the
southeast. Fada n’Gourma is the nearest town with basic hospital, hotel and limited resupply facilities.
The climate of Burkina Faso is semi-arid, with a rainy season from May to September, and a hot dry season from
February to April. Access for exploration activities are limited during the rainy season.
OWNERSHIP
Boungou's mineral rights comprise of one mining exploitation permit (the "Boungou License"). The Boungou License
is held by Semafo Boungou SA. Endeavour, indirectly through its subsidiary Semafo (Barbados) Ltd., holds a 90%
stake in Semafo Boungou SA. The remaining 10% interest in Semafo Boungou SA is held by the State of Burkina Faso.
Pursuant to its mining convention with the State and local legislation, Endeavour is to pay the State of Burkina Faso
a 3% to 5% royalty, on a sliding scale based on prevailing gold prices (i.e. all shipments with gold spot prices lower
or equal to $1,000 per ounce are subject to a royalty rate of 3%, a 4% rate is applied to all shipments with gold spot
20
prices between $1,000 and $1,300 per ounce, and a 5% royalty rate is applied on all shipments with a gold spot price
greater than $1,300 per ounce). Boungou’s tax rate is 27.5%.
The Boungou License has a perimeter of 29.06 km² and will expire on January 22, 2024. It remains renewable for
consecutive five-year periods.
HISTORY
No exploration is known to have occurred on the Tapoa permit group prior to 2010 when Orbis Gold Limited (“Orbis
Gold”) commenced soil and rock chip sampling. The soil and rock chip sampling were followed up in 2012 with a
regional RC drilling program that resulted in the discovery of the Boungou gold deposit. Resource drilling commenced
at Boungou in 2012 and culminated with an initial mineral resource estimate being completed by Snowden in August
2013, which was classified and reported in accordance with the 2004 edition of the Australasian Code for Reporting
Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Orbis Gold completed further infill
drilling at Boungou in 2014 and the mineral resource estimate was updated by Snowden in August 2014 and was
classified and reported in accordance with the 2012 edition of the JORC Code. In February 2015, SEMAFO acquired
Orbis Gold. A conversion of the resource from JORC Code to NI 43 101 was completed by Snowden in March 2015
for SEMAFO and reported in accordance with NI 43-101 regulations. Between March 2015 and August 2015, SEMAFO
completed an infill drilling program at Boungou aimed at upgrading the confidence in the resource estimate along
with exploring targets proximal to the resource area.
No modern production of gold has occurred within the Tapoa permit group. The central part of the Boungou
exploration permit has artisanal activity along the north-to-south trending drainage system. Extraction of gold by
the local community from artisanal workings has occurred for an unknown period of time, with free gold recovered
by gravity methods in gold pans or through simple sluicing methods. The vertical extent of the workings is unknown,
however it is believed to reach a maximum depth of approximately 20m to 40m, although the vast majority of the
workings are less than 5m deep. Snowden noted that the deeper workings are extremely localised and limited in
extent. The total tonnage and grade of material extracted from artisanal workings at the Boungou gold deposit is
unknown, however it is not considered to be material to the current mineral resource estimate
GEOLOGY
The Tawori exploration permit (initially the Boungou exploration permit), which contains the Boungou gold deposit,
lies within the Diapaga greenstone belt, a northeast-southwest orientated belt that extends over 250 km in length
and over 50 km in width. Endeavour holds four contiguous permits, collectively known as the Tapoa permit group,
covering approximately 70 km in strike length along the Diapaga belt.
The stratigraphy at Boungou is relatively simple and quite consistent from hole to hole. The stratigraphy consists of
two volcanic flows separated by a volcaniclastic unit. The footwall flow generally progresses upwards from a massive
basalt flow to pillowed flows followed by flow breccia and volcaniclastics. The hangingwall is characterized by a
medium grained volcanic flow (or sill). All these units are intruded by diorite and/or granodiorite sills, possibly
originating from the felsic intrusion located immediately west of the deposit. Late dolerite dykes are also present
and appear to be sub-vertical and strike northwest. The Boungou Shear Zone, which hosts the main gold
mineralization at Boungou, is located at the contact between the footwall and hangingwall volcanic units, where the
volcanic flow top breccias have formed and the volcaniclastics deposited. The contact zone is thought to have served
as an area of weakness, focusing the deformation. While the volcaniclastic units are not always present (although
the intensity of the alteration can make it difficult to identify), the flow top breccias are interpreted to be ubiquitous
across the deposit area.
The Boungou gold deposit can be described as a West African shear zone hosted greenstone gold deposit. The main
mineralized lode is interpreted as a flat-lying anticlinal shear that outcrops in the southeast and plunges gently to
the northwest. The mineralization has a strike length of approximately 2 km, striking towards a bearing of 315° and
21
an across-strike length of approximately 1 km (towards 45°). The mineralization is gently folded with the fold axis
oriented along strike and the limbs dipping gently at approximately 15°.
Gold mineralization is associated with biotite and silica-sericite alteration, along with disseminated sulphides, such
as pyrrhotite, pyrite and minor arsenopyrite and chalcopyrite, with occasional free gold. The mineralization is
structurally controlled and is hosted primarily within a large shear zone and its associated alteration. Arsenopyrite
is almost invariably associated with the presence of gold in assayed samples. The percent arsenopyrite logged can
be used as an initial identification of the mineralized lode. Although not common, visible gold has been observed in
core in some drill holes.
EXPLORATION
Regional soil sampling and rock chip sampling programs were commenced by Orbis Gold in 2010 and permit scale
mapping was conducted during the 2014 field season. SEMAFO updated the works in 2015 to identify areas for
detailed investigation.
Orbis Gold defined a large-scale high order (+50 ppb Au) gold-in-soil anomaly in the area surrounding the Natougou
discovery. The soil anomaly, defined within a six km by four km survey area, includes multiple zones of higher-order
anomalism that have received minimal exploration drilling to date. The higher order soil anomalies present as
priority areas for follow-up exploration. A group of anomalous rock chip samples immediately to the north of the
Natougou deposit coincided with the +50 ppb Au soil anomaly and are associated with extensive artisanal workings
in the area.
Additionally, Orbis Gold completed 13 trenches between November 2014 and January 2015, with an average length
of approximately 38m. All of the trenches were within the Boungou permit. The trenches were hand dug to an
approximate depth of 1.5m and chip samples collected at one-meter intervals from the side wall close to the base
of the trench. Nine of the trenches showed no significant intersections. The best results were obtained from trench
BOTR006, which returned an intersection of 9m at 9.43 g/t Au (horizontal width; not true width) based on a lower
cut-off of 1 g/t Au (or 12m at 7.15 g/t Au if a lower cut-off of 0.2 g/t Au is used).
In 2018 an exploration budget of $4.96 million contributed to the drilling of 55,512m of RC (526 holes), 615.10m of
DD (three holes) and 26,480m of auger (1,911 holes). On the mine permit, a total of 213 RC holes were drilled
targeting various extensions to the mineralization around the open pit designs. A total of 78 RC holes were
completed on the Tawori permit targeting the continuation of the Boungou Main Shear mineralization, as well as
609 auger holes at the Osaanpalo Target as infill to reconnaissance auger lines drilled in previous years. On the
Dangou permit 1911 auger holes were completed on the Dangou Centre target. Promising results were followed up
with 105 RC holes. A further 131 RC holes and three DD holes for were completed at the Dangou NE target, following
up on anomalous rock chip values collected from an artisanal working site.
In 2019 an exploration budget of $4.02 million contributed to the drilling of 24,496m of RC (222 holes), 587.00m of
DD (3 holes) and 8,169m of auger (807 holes). On the mine permit, 17 RC holes were drilled targeting extensions to
the mineralization around the open pit designs. A total of 110 RC holes were completed on the Tawori permit
targeting the continuation of the Boungou Main Shear mineralization, with the program supporting positive results
from 2018. At the Osaanpalo Target, 13 RC holes and 807 auger holes were completed to follow up on previous years
drill results. On the Dangou permit 35 RC holes drilled on the Dangou Centre target produced irregular but
anomalous intercepts requiring further interpretation before follow-up drilling. At Dangou NE, a further 30 RC and
three DD holes were drilled to investigate possible mineralized trends highlighted by previous drill results in the
artisanal workings. Exploration activities further afield on the permits was restricted due to the security incident in
late 2019.
Endeavour spent a total of $1.0 million following the integration of Boungou. Exploration activities resumed in Q4-
2020 with a total of 4,000m of reverse circulation drilled to test for high grade pockets in the future high wall
between the East and West Open pit designs.
22
SAMPLING AND DATA VERIFICATION
Samples used for resource estimates at Boungou are from exploration and grade control drill chips from RC drilling
or core from diamond drill drilling.
Reverse circulation samples are collected from every one-meter drill run in pre-labelled plastic bags directly from
the cyclone on the drill rig. Approximately 30 kg to 40 kg of material is reduced using a tiered riffle splitter to obtain
a subsample of about 2 kg which is packed in a poly bag. Sample tickets are placed into each poly bag, and the hole
ID and sample depth recorded on the remaining ticket stub. The riffle splitter is cleaned after each sample with a
brush. A second split of the same size is kept on-site for reference, and the rest of the RC-sampled material discarded.
A small sample of chips from each one-meter interval is removed with a sieve, washed and placed in labelled chip
trays for logging and future reference. RC samples are collected dry 99% of the time. Sample bags are then
transported to the on-site preparation laboratory for crushing and pulverizing. Quality control samples, including
reference materials and blanks, are also submitted with these samples.
Diamond core samples are collected on a maximum of 1.2m intervals or to the lithological/alteration/mineralization
boundaries, with a minimum sample length of 0.2m. The core is cut in half lengthwise using a diamond saw and the
sampled half core placed in a plastic bag and labelled with the hole ID and depth. A sample ticket labelled with the
hole ID and depth is also placed in the bag. Quality control samples are also submitted with these samples. The
other half is kept for reference in core storage shelters at the Boungou exploration camp.
In 2020, no RC drilling and subsequent sampling impacting the resources was conducted in the Boungou pits.
Sample pulps are transported to ALS Laboratory (“ALS-OU”) in Ouagadougou for assaying. ALS-OU is part of the ALS
Group of laboratories that operates under a global quality management system ISO 9001:2008, and participates in
international proficiency testing programs. Quality control samples, including reference materials and blanks, are
also submitted with these samples.
Boungou has an on-site laboratory owned by Endeavour and operated by WESTAGO. The laboratory is not
accredited, but regularly participates in international proficiency testing programs. In addition, Mana mine’s site
laboratory facilities (Mana Lab) is owned and operated by Endeavour. This laboratory is also not accredited, but
regularly participates in international proficiency testing programs and acted as referee lab for the annual check
assay as part of the quality control process.
The Quality Assurance/Quality Control ("QA/QC") measures include the insertion of blank samples (“blanks”),
certified reference materials (“CRM”), field duplicates and lab replicates. Additionally, re-assaying of a set number
of sample pulps at a secondary umpire laboratory is performed on a quarterly basis as an additional test of the
reliability of assaying results. The CRMs are supplied by ROCKLABS Limited for a variety of gold grade ranges suitable
for this type of deposit. QC results are monitored by Endeavour geologists as part of the assay data validation process
during data loading. Sample submissions falling outside of acceptable rejection limits are investigated and
resubmitted for re-assay, if deemed necessary.
QA/QC results are reviewed by the appropriate QP on a quarterly basis, and an annual summary report is published
that includes the referee lab results. Endeavour considers that the sampling and analytical methods and security
procedures are adequate for the purposes of the resource estimation.
Exploration drilling data are entered directly into a laptop using Geobank Mobile software and thereafter
synchronized and transferred into a central database using the Geobank data management system from Micromine.
A set of predefined validation rules are run on the data as part of the importation process. Final data validation,
including geological and survey data, is carried out by project geologists and/or database geologists. A separate set
of validation steps is followed for assay data after it is imported into Geobank.
23
Grade control drilling data are handled through Datamine Fusion data repository and management suite. Data are
transferred and stored through secure connection to local-based and central corporate servers.
Sampling and logging procedures are reviewed periodically by the relevant QP and have been found to be
appropriate and conducted to industry standards. The genetic model adopted is appropriate and represents the
mineralization at Boungou. The database used for the resource estimate was generated in a credible manner and
properly assembled and is therefore suitable for use in estimating the mineral resource.
MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
A resource block model has been created for the entire deposit. A three dimensional (3D) mineralized solid has been
updated from all drill hole data (including grade control drilling), limiting resources to the material inside the solid.
The mineralized envelope has been interpreted using Micromine software and the wireframe were created with
Leapfrog software. All blocks interpolated below the surface topography or the mine surface survey as of December
31, 2020 make up the mineral inventory at that date. Blocks are classified relative to proximity to composites and
corresponding precision/confidence level. Technical and economic factors are then applied to the blocks in the form
of pit-optimization, optimized stope designs and cut-off grades to constrain the resources to those that present a
reasonable prospect of economic extraction. Variographic analysis was then undertaken. Resources were modelled
using Studio RM software package from Datamine.
MINING AND MINERAL PROCESSING
Mining uses a conventional open-pit mining method, with hydraulic excavators in backhoe configuration to mine
both the mineralized zone and waste. The majority of the rock requires blasting and only the softer material located
within the top 5m to 10m of the deposit is free digging and loaded directly by hydraulic excavators. Following the
security incident in November 2019, the mining contractor, African Mining Services, decided to terminate the
contract at Boungou. SFTP Mining was appointed as mining contractor in August 2020 and started mining works at
Boungou on October 15, 2020. Production was maintained through this period with feeding of ore stockpiles to the
ROM crusher through a local contractor.
Golder Associates carried out the geotechnical analysis and design studies at Boungou Deposit for Orbis Gold
between 2013 and 2014 and provided the geotechnical design criteria for Boungou open pits: batter angle, batter
height, berm width and Inter-Ramp Angle (“IRA”) for various geotechnical domains. Rock mass characterisation
indicated a very thin Saprolite/Saprock domain (7m to 15m thick) underlain by very strong and competent
metabasalts and metavolcanic sediments fresh rock mass domain. Structural fabric (joint and bedding) control pit
wall stability.
The average annual rainfall at Boungou is 784 mm, with a wet season from June to September. The geology of the
pit comprises metabasalts and metavolcanic sediments with a relatively flat mineralized shear zone. Historical
records indicate that dewatering rates peak in August (90000 m
3
). Groundwater contribution is in the order of 5000
m
3
/month (167 m
3
/day).
Open pit mine production at Boungou averages approximately 3,600 t/d of ore in bedrock, from the West, East and
West Flank pits, that can be blended with ore currently on the Rompad up to 4,000 t/d for processing in the mill.
The first phase of the West pit was completely mined out in 2020.
Pit optimization was conducted using Datamine’s NPV Scheduler software based on the Lerchs-Grossman algorithm
at $1,300/oz base gold price.
The production, drilling and blasting operations are carried out on 6m benches on ore and 9m bench on waste. To
be able to achieve the best degree of selectivity, ore mining is undertaken on a 2m flitch. The highly weathered
24
(strongly and moderately oxide) zone are amenable to free digging or soft blasting. Emulsion is used in both wet and
dry blasting conditions for efficiency.
Grade control drilling is carried out by a same mining contractor and the samples are tested at the in-house
laboratory. Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short
to medium term mine planning process. The grade control is based on 127mm diameter RC drilling and sampling
practice. A grade control pattern of 10m x 10m is used for 30m vertical deep and 1.0m vertical sampling intervals
In 2020, a total of 2.53 Mt ore and waste was mined, 0.46Mt of ore at an average gold grade of 7.24g/t containing
107koz was moved from the pits. A total of 1.11Mt ore at an average grade of 4.79g/t containing 171koz gold was
processed with an overall recovery rate of 95% producing 162koz gold recovered and 154.7koz of gold poured.
In general, the Boungou primary ore is an abrasive, competent ore with above average comminution energy
requirements. The ore has a high-gravity recoverable gold content; leach kinetics are very slow when gravity is not
included in the flowsheet. High dissolved oxygen levels and lead nitrate are required to achieve fast leach kinetics
and adequate gold recovery. Anticipated lime consumption for primary ore is low to moderate, provided good
quality water can be provided on site. Cyanide consumption is moderate. High lime consumption will be experienced
whenoxide ore forms part of the feed blend.
A detailed metallurgical testwork program was undertaken that focused on primary ore from the Boungou gold
deposit. Quantities of oxide ore presented to the process plant are expected to be around 1% of reserves and as
such, this ore type was not included in the master composite work. However, it was tested in the variability work.
The detailed testwork was carried out from March 2013 to August 2015 under the direction of Lycopodium, with
input from the former owners, Orbis Gold and later SEMAFO, using HQ and PQ (123 mm) drill core recovered from
both resource and metallurgical drilling campaigns.
The metallurgical treatment route selected has been based on the results of the testwork program and includes
processing ore at 4,000 tpd via the following unit process operations:
Single-stage primary crushing with a jaw crusher to produce a crushed product size of 80% passing (P80) of
133 mm.
Mill feed surge/overflow bin that overflows to an 8,000-tonne stockpile to provide 48 hours of capacity.
During extended periods of up to two days for primary crusher equipment maintenance, ore from the
stockpile will be reclaimed by a loader to feed the grinding circuit.
The grinding circuit is a SATMC type, which consists of a closed circuit semi-autogenous grinding (“SAG”)
mill, a pebble crusher for SAG mill discharge oversize and a closed-circuit tower mill to produce a P80 grind
size of 63 µm.
A gravity gold recovery circuit.
Hydrocyclones are operated to achieve a cyclone overflow slurry density of 27% solids to promote better
particle size separation efficiency. Subsequently, a pre-leach thickener is included to increase slurry density
to the leach circuit, minimize leach tank volume requirements and reduce overall reagent consumption.
Leach circuit with five tanks to achieve the required 36 hours of residence time at nominal plant throughput.
Carbon-in-pulp carousel circuit consisting of seven stages is a carbon adsorption circuit for recovery of gold
dissolved in the leaching circuit.
AARL elution circuit with gold recovery to doré. The circuit includes an acid wash column to remove
inorganic foulants from the carbon with hydrochloric acid.
Charged solutions (obtained during elution and intensive cyanidation) are both sent to the refinery and
processed in separate electrolysis cells
25
Carbon regeneration kiln to remove organic foulants from the carbon with heat.
Tailings thickener to increase slurry density for water recovery prior to tailings discharge to the tailings
storage facility.
The processing facility also includes water, air and oxygen services (storage and distribution), and reagent and
grinding media storage.
A detailed metallurgical testwork program was undertaken that focused on primary ore from the Boungou gold
deposit. Quantities of oxide ore presented to the process plant are expected to be around 1% of reserves and as
such, this ore type was not included in the master composite work. However, it was tested in the variability work.
The detailed testwork was carried out from March 2013 to August 2015 under the direction of Lycopodium, with
input from the former owners, Orbis Gold and later SEMAFO, using HQ and PQ (123 mm) drill core recovered from
both resource and metallurgical drilling campaigns.
In general, the Boungou primary ore is an abrasive, competent ore with above average comminution energy
requirements. The ore has a high-gravity recoverable gold content; leach kinetics are very slow when gravity is not
included in the flowsheet. High dissolved oxygen levels and lead nitrate are required to achieve fast leach kinetics
and adequate gold recovery. Anticipated lime consumption for primary ore is low to moderate, provided good
quality water can be provided on site. Cyanide consumption is likely to be moderate. High lime consumption will be
experienced if oxide ore forms part of the feed blend.
The variability testwork showed that overall gold recoveries for the Boungou primary ore ranged from 84% to 99%.
There was a distinct relationship between recovery in the gravity stage and overall recovery. LOM head grades for
the process plant are expected to average 4.15 g/t Au with a gold recovery of 92.9%. The results suggest that the
residue grade is moderately correlated with the amount of coarse gold in the sample (measured by % gold in +75
micron fraction of the screen fire assay), arsenic head assay, and gold head assay. A constant tail relationship is not
appropriate. With consideration of the parameters currently in the geological model, a relationship between the
residue grade and the gold head assay was developed to produce the following predictive equation: Gold Residue
(g/t Au) = 0.1378 + 0.0384*Gold Head Assay (g/t Au).
For example, for a gold head assay of 4.36 g/t Au, the gold residue grade would be 0.31 g/t Au.
As silver residue grades are frequently at the assay detection limit and no trend with head grade is apparent, it is
recommended that a simple arithmetic average of all the silver recovery figures be used i.e. 67%.
Following construction and commissioning of the site, commercial production was achieved on September 1, 2018.
For the remainder of the year, a total of 76,138oz was produced (or 63,605oz excluding the commissioning period).
To date, gold recovery appears to be slightly above the predicted model.
Mine production was halted on November 6, 2019 due to the security incident at Boungou. The Boungou Mine was
put on care and maintenance for the rest of the year. On February 6, 2020, the Boungou plant was restarted and
processing of the stockpile began. Open pit mining restarted in July 2020 with a local contractor undertaking load
and haul. Full contract mining with SFTP contractors started on October 15, 2020.
In 2020, 1.1Mt of ore was processed at an average grade of 4.79 g/t Au with an average recovery of 95%.
ENVIRONMENTAL, PERMITTING & SOCIAL
Several environmental studies were conducted from 2013 onwards to document the sensitive environmental and
social components of Boungou. A comprehensive environmental and social impact assessment ("ESIA") was
completed in Q2 2016.
26
Several environmental permits have been granted covering the active mining areas and surrounding the current pits
namely East pit and East flank, West pit and West flank, and process plant, tailings storage facility, mining and surface
infrastructure.
In 2017 a resettlement action plan ("RAP") for the location of the Boungou village was completed and successfully
implemented. A total of 165 concessions and 900 people were relocated. The new village opened in October 2017
and community infrastructure includes water boreholes, a school, a livestock vaccination pen, a church and mosque.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
solar lighting, beekeeping, market gardens, sheep fattening, production of soap and a sesame project.
For the year ended December 31, 2020, the Boungou Mine contributed $2.82 million to the government-mandated
Local Development Mining Fund, which requires a contribution of 1% of revenue.
INFRASTRUCTURE
The infrastructure at site is to support a 4,000 tpd (1.34 Mtpa) mining and processing facility.
Power is generated on site from hybrid heavy fuel oil and light fuel oil generators, generating approximately 15.5
Megawatts. For the throughput of 1.34Mtpa, an estimated 48.3Wh/t is the total power consumption (30.9kWh/t
for crushing and milling, and 17.4kWh/t for the remaining plant). The power plant has been sized at 11.6MW
connected load to accommodate a peak load of 9MW, and average running location of 6.4 MW, with the
configuration of 3 x 2.5MW medium speed HFO units and 5 x 1.6MW high speed diesel units.
The electrical system is based on 6.6 kV distribution and 400 V, 50 Hz working voltage. The 6.6 kV feeder from the
power plant feeds the site distribution 6.6 kV switchboard. For the process plant the 6.6 kV supply is stepped down
to 400 V at each switchroom. 6.6 kV overhead power lines provide power to various remote facilities (TSF pumps,
bore pumps, WSF pump, water storage supply dam pumps, etc.). Pole mounted transformers step down the voltage
at each location and supply an outdoor 400 V switchboard local to each equipment area. The staff camp power is
supplied from a local MCC/transformer fed from the 6.6 kV overhead line.
Bulk fuel supply is provided by TOTAL. There is an onsite fuel storage facility with approximately three-week storage
of HFO (800 m
3
) and diesel (1,155 m
3
) for HFO. Day storage tanks are provided at the power plant and in the process
plant. Diesel fuel dispensing is also provided for the mine trucks and light vehicles.
A common potable water system is provided for the accommodation camps and process plant usage and is located
at the staff camp and distributed to the various users. Water is delivered via a reticulation system using a constant
pressure variable flow pump system. The pump skid includes a UV disinfection unit to provide additional security
against contamination.
The TSF has been designed to store 10 Mt of tailings generated by the process plant required for the LOM with
tailings being produced at a rate of 1.34 Mtpa. The selected site is located 800m to the north east of the process
plant and requires a single embankment along its south and western extents with a total embankment length of
1,665m and with a maximum embankment height of approximately 24m at the southwest corner. The eastern and
northern margins of the storage facility are confined by a natural laterite ridge line, and therefore no supporting
embankment is required along these margins. The tailings beach surface at full capacity covers an area of
approximately 76.5 hectares. Tailings are pumped to the TSF as a slurry at 62% to 65% solids and are deposited sub-
aerially to facilitate drying and consolidation of the tailings mass. The second TSF lift was completed in 2019. A total
of six lifts will be required throughout the LOM which correspond to a lift every 1.5 years. A stage three lift is currently
underway and will be completed in July 2021. The last audit of the TSF by was conducted in Q1 2020 by Knight
Piésold. No points of material concern were noted in its report.
Geochemical testing of two composite tailings samples were conducted and found to be non-acid forming but were
highly enriched in arsenic which was soluble under the pH conditions anticipated in the TSF. As a result of the high
arsenic in the tailings solids and supernatant a robust seepage control system comprising an above liner
27
underdrainage system, a geomembrane liner overlying a compacted in-situ low permeability sub-base and a sub
liner seepage recovery drains were included in the design.
The total water demand for the site is estimated at between 1.1 and 1.4 Mm
3
per year. The water demand for the
process plant amounts to 0.75 Mm
3
, which includes the process raw water requirement of 0.25 Mm
3
. The demand
is met from TSF decant, pit dewatering (including precipitation on the pit area), runoff from the ROM pad and plant
site and sediment impacted runoff collected in the sediment control ponds. The balance of the water demands is
made up of raw water harvested from the groundwater and surface water sources. Raw water demand at Boungou
is met from two creeks located to the east and west of the process plant and water harvested from the sediment
ponds located around the site. There is an east water supply dam 1.5km to the north east of the processing plant
and a west water supply sump 2.0km to the west south west of the processing plant. In addition, there is a raw water
pond that acts as a supplementary water storage facility. In 2020, raw water consumption averaged 0.263 m
3
/tonne.
The actual level of water storage on site provides sufficient amount of water for more than a year of production.
COSTS
Table 4: 2020 Cash Operating Costs
Item Unit Cost (US$)
Mining Costs
1
4.75/t mined
Processing & Maintenance Costs
2
35.09/t milled
On Site General Administration Costs
2
16.77 /t milled
(1)
The cost/tonne relates to Q4 2020 only following the recommencement of mining
activities at Boungou in Q4 2020.
(2)
Processing and on-site general administration costs per tonne milled relate to Q3
and Q4 2020, the period following the acquisition by Endeavour on July 1, 2020.
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020, Boungou produced 155koz at an AISC of $618/oz (pro forma for the year).
In 2021, Boungou is expected to produce 180koz-200koz at an AISC of $690-$740/oz.
An exploration program of up to $7.0 million, totaling approximately 85,000m of diamond, RC percussion and auger
drilling, has been planned for 2021, with the aim of identifying new near-mine resources.
HOUNDÉ MINE, BURKINA FASO
Information in this section is derived substantially from the technical report titled "Technical Report on the Houndé
Gold Mine, Republic of Burkina Faso", dated effective December 31, 2019 (the "Houndé Report") prepared by
prepared by Mark Zammit of Cube Consulting Pty Ltd, Gerard De Hert, a former employee of Endeavour, and Salih
Ramazan, and Kevin Harris, each of whom is an employee of Endeavour and all of whom are Qualified Persons under
NI 43-101. To obtain further information readers should consult the Houndé Report which is available for review
electronically on SEDAR at www.sedar.com under the Corporation's profile. For greater certainty, the Houndé Report
is not incorporated by reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the Houndé Report has been
updated under the supervision of, or reviewed, in the case of resources, by Kevin Harris, CPG, Vice President
Exploration at Endeavour, and in the case of mining and reserves, by Salih Ramazan, FAusIMM, Vice President Mine
Planning at Endeavour, each of whom is a “Qualified Person” under NI 43-101.
28
LOCATION
Houndé is located approximately 250km southwest of Ouagadougou, the capital city of Burkina Faso. Access is by
following the sealed national highway (N1) to Houndé town. Immediately south of the town, a 1 km sealed road
leads to the mine gate. Mine infrastructure is also less than 1 km away from a national 225kV power line that extends
from Côte d'Ivoire through to Ouagadougou. The nearby town of Houndé is the centre of the Houndé municipality
which has a population of approximately 50,000. A rail line that extends from the port of Abidjan, Côte d'Ivoire
through to Ouagadougou, passes through the town of Boromo which lies approximately 25km west of the mine site.
The plant is centred on UTM coordinates 441,375 mE and 1,263,174 mN (WGS84 Zone 31 North).
OWNERSHIP
Endeavour, indirectly, owns the 1,324.17 km
2
Houndé mineral titles, situated in the south-western region of Burkina
Faso. It is comprised of 12 exploration permits (1,183.1km
2
) and two exploitation permits (Houndé and Bouéré
Dohoun). The Houndé exploitation permit is held by Houndé Gold Operation SA ("HGO"). The Houndé exploitation
permit was initially granted to HGO on February 5, 2015 covering 23.20km² before being extended on the Kari area
to reach 61,79 km² on July 16,2020 and subsequently amended on December 31, 2020. It is valid until February 5,
2035. It may be renewed for consecutive five-year periods until deposits are depleted. The nearby Bouéré Dohoun
exploitation permit was granted to Bouéré-Dohoun Gold Operation SA ("BDGO") on January 23, 2017 covering
5.37km
2
and is valid until January 23, 2022. It may be renewed for consecutive five-year periods until deposits are
depleted. HGO and BDGO are each held 90% by Endeavour and 10% by the Government of Burkina Faso. A royalty
on both exploitation permits is owed to the Government of Burkina Faso based on a 3% to 5% sliding scale linked to
prevailing gold prices. There is also a 2% NSR royalty in favour of Sandstorm Gold Ltd.
HISTORY
Mineral exploration in the Houndé area began in 1939 by the Bureau de Recherches Géologiques et Minières and
Bureau des Mines et de la Géologie du Burkina Faso and continued by various companies until 1982. Exploration was
resumed in the 1990's by a number of companies that conducted regional geochemical surveys, which were then
followed up by more detailed geochemistry, prospecting, mapping and RAB to RC drilling. Several gold targets were
identified during this work. As a result of Endeavour's acquisition of Avion on October 18, 2012, Endeavour acquired
Houndé. Endeavour initiated an in-fill drill program, which consisted of 358 holes (40,534m), over the Vindaloo and
Madras NW zones in late October 2012, with the goal to upgrade the mineral resources. Including this most recent
drill program, 751 core and RC holes (103,677m) along the trend of the Vindaloo and Madras NW zones were
completed by Endeavour (or predecessor companies) by 2013. All of this data was incorporated into section sets,
interpreted and used in the updated mineral resource estimate. This new resource estimate was used as the basis
for a feasibility study and NI 43-101 technical report to assess the economic viability of the project.
The report was finalized in October 2013 with a positive conclusion concerning a development decision for the
project given the favourable economics.
Construction was completed in October 2017 ahead of schedule and $15 million below the initial capital budget of
$328 million. As construction was tracking ahead of schedule and below budget Endeavour decided to spend
approximately $21 million in addition to the initially planned works (mainly for a 26MW back-up power station and
fuel farm and to build Cell 2 of the tailings storage facility), bringing the total investment to $334 million.
Houndé achieved the first gold pour on October 18, 2017 and nameplate capacity was reached by the end of October
2017. Following the rapid ramp-up period, commercial production was declared on November 1, 2017.
GEOLOGY
On the Houndé land package, six deposits have been discovered with Vindaloo being the main and historical one
leading to the construction of the mine. The six deposits are Vindaloo, Bouéré, Dohoun, Kari Pump, Kari West and
29
Kari Center. Bouéré, Dohoun, and Kari Centre are small satellite deposits while Vindaloo, Kari Pump and Kari West
host most of the current resources and are summarized in this section.
The Vindaloo zones are hosted by Proterozoic-age, Birimian Group, intensely sericite- and silica-altered mafic
intrusions, similarly-altered, strongly foliated and altered intermediate to mafic volcaniclastics and occasionally
sediments. The mineralization is often quartz stockwork style and is weakly to moderately pyritic. The Vindaloo trend
has been drill tested for a distance of approximately 7.7km along strike and up to 350m in depth. The intrusion-
hosted zones range up to 70m in true thickness and average close to 20m true thickness along a 1.2km section of
the zone called Vindaloo Main. Volcanic and sediment-hosted zones are generally less than 5m wide. The entire
mineralized package strikes north-northeast and dips steeply to the west to vertical. The mineralization remains
open both along strike and to depth.
Geologically, Kari Pump is underlain by andesite flows with minor volcano-sediment and sediments that are locally
intruded by few diorite sills. Gold mineralization occurs within a sheared reverse fault (D2) that appears to be folded
and dipping from 0° to 40° to the west-northwest and northwest. Observed clear alteration consists of pervasive
creamy sericite, intermittent rhodochrosite, chlorite seams and pyritized quartz/carbonate veining. The laterite and
saprolite are relatively thick at Kari Pump with an average thickness ranging from 50m to 85m.
At Kari West the weathered bedrock and saprolite thickness vary between 25m and 75m with thicker zones noted
to the south. Laterite up to 20m thick covers most of the area. The Kari West deposit is located in the hanging wall
of a N240 trending and steep northwest-dipping lithological contact zone between dominantly meta-volcanic units
(hanging wall) and a dominant metasedimentary unit (footwall). The deposit was formed under purely brittle
conditions. The mineralization of Kari West remains open down dip along the low angle structures and steeper and
deeply rooted structures and open along the central extend of the deposit on the east (100m wide) and on the
west/southwest.
EXPLORATION
Endeavour completed 40,534m of drilling in 358 holes with a specific goal of upgrading the inferred in-pit mineral
resources to indicated mineral resources and indicated mineral resources to measured mineral resources during the
fourth quarter of 2012 and the first quarter of 2013.
Sterilization drilling led to the recognition of several parallel zones of gold enrichment, one of which, the Koho East
zone, returned a drill intercept of 1.22g/t Au over 21.0m. Several of these zones have added resources to the project.
An extensive drill programme was undertaken between June and November 2014. The programme included
57,978m of drilling, comprised of 110 DD holes (22,780m) and 358 RC holes (35,198m). The drill programme
successfully completed a number of objectives, including:
testing the extents of the Vindaloo Main mineralization at depth and on strike;
converting inferred mineral resources to indicated category along the Vindaloo trend;
testing mineralization at Bouéré, located 12km west of the Houndé process plant site; and
testing mineralization at Dohoun, located approximately 14km northwest of the Houndé process plant site.
No exploration or additional drilling was completed in 2015-2016. In 2017, a $4 million exploration programme
totalling 69,700m and 805 holes was completed. The 2017 exploration leveraged the 2016 data analysis, structural
geology and ground geophysical analytical work. The focus was aimed at delineating high-grade targets at Bouéré
and Kari Pump, and to perform reconnaissance drilling.
The 2017 campaign yielded positive results with the discovery of high-grade intercepts at both the Kari Pump target
and the Sia/Sianikoui targets. Kari Pump is located approximately 7km west-northwest of the Houndé process plant,
30
within 1km of the haud road that links the Bouéré deposit with the Houndé process plant haul road. The Sia/Sianikoui
target is located further north, 1.5km northeast of the Dohoun deposit.
Houndé was the primary focus of exploration work for Endeavour in 2018. A total of 165,700m of drilling focused on
the Kari anomaly. The programs enabled the estimation of a maiden mineral resource estimate at Kari Pump. The
estimate comprises Indicated category of 11.3Mt at 2.71g/t Au for 987koz and Inferred category of 0.2Mt at 2.21g/t
Au for 20koz. The Corporation initiated geotechnical studies (internal) and metallurgical test work (ALS Metallurgy
Perth) on Kari Pump as part of pre- feasibility studies.
Houndé was Endeavour's largest exploration focus in 2019 with a total of 174,710m drilled. The drill programs
focused on extending the mineralization of the Kari Pump resource and delineating maiden mineral resource
estimates for both the Kari West and Kari Centre deposits, each located 3km west and 1.8km southwest,
respectively, from the Kari Pump Deposit. As with Kari Pump, the two new deposits are all within 1km of the active
haul road linking Bouéré and the process plant. The Kari West estimate comprises Indicated category of 15.7Mt at
1.71g/t Au for 861koz and Inferred category of 3.4Mt at 1.65g/t Au for 179koz. The Kari Centre estimate comprises
Indicated category of 3.7Mt at 1.18g/t Au for 140koz and Inferred category of 0.4Mt at 1.21g/t Au for 16koz.
Completion of Kari Pump geotechnical studies and metallurgical test work contributed to a mineral reserve estimate
for the deposit, which comprises probable reserve category of 7.3Mt at 3.01g/t Au for 710koz ($1,250/oz gold price,
cut-off grade 0.6g/t). The results flag an 89% conversion rate from Indicated to Mineral Reserve category.
An exploration program of $17 million totaling approximately 82,500m was completed in 2020. The program was
designed to delineate additional resources in the Kari area, where 46,500m were drilled, and at the Vindaloo South
and Vindaloo North targets. In addition, a small 18,500m reconnaissance drilling program was completed at
Sianikoui, Mambo and Marzipan, yielding positive initial results. Over 6,000m were drilled for geotechnical and
metallurgical purposes at Kari West, Kari Centre and Kari Gap, and 11,500m were drilled for sterilization at Kari
Pump. An updated resource estimate was published on July 22, 2020 to include the maiden estimate for Kari Center,
Kari Gap and further extensions of Kari West.
Kari area drilling produced upgraded Indicated Mineral Resource estimates for Kari West (20.4Mt at 1.53g/t for
1,005koz), Kari Centre (6.6Mt at 1.26g/t for 269koz), Kari Gap (3.9Mt at 1.41g/t for 176koz), Kari South (2.1Mt at
1.09g/t for 75koz) and Kari Pump NE (0.3Mt at 1.98g/t for 21koz). Completion of Kari West geotechnical studies and
metallurgical test work contributed to a mineral reserve estimate for the deposit. Geotechnical and metallurgical
studies for the Kari Centre, Kari Gap and Kari South deposits will continue in 2021.
SAMPLING AND DATA VERIFICATION
RC drill samples were collected at one-meter intervals using dual tube, percussion hammer with drop centre bit. This
same configuration was used on modified Air Core drills for regional programs.
RC and Air Core samples were split at the drill site using one tier or three tier riffle splitters based on bulk sample
weight collected at the cyclone. The target was a two to three kilograms sample for Au analysis in addition to an
equivalent backup reference sample. Bulk weights, analysis sample weights and reference sample weights were all
recorded. All measures were employed to avoid collecting wet samples. However, if wet samples were generated
the entire sample was dried and split using 1 tier and 3 tier splitting equipment. Representative samples for each
interval were collected with a spear from the bulk sample bag and sieved into chip trays for geological logging and
stored in a secure location.
Drill core (PQ, HQ and NQ size) samples were selected by geologists and cut in half with a diamond blade saw at the
project site. Half of the core was retained in the core trays at the site for reference purposes. The average sample
interval was approximately one meter in length and two to three kilograms in weight.
31
All aspects of sampling at the Kari area were monitored with a quality assurance–quality control (QA-QC) program,
compliant with NI 43-101 standards. This to ensure adequate internal quality control samples in each analytical
batch: coarse blanks, field duplicates and certified reference material (CRM) were inserted by geologists into the
sample stream for verification of the analysis at the laboratory.
MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
The mineral resource estimates for Dohoun remain unchanged from 2019. The Vindaloo, Bouéré, and Kari Pump
resources have been depleted due to mining in 2020. Kari West and Kari Centre-Gap were updated with new drilling
in 2020. The Kari South, Kari Pump NE, and Dafra are new resources established in 2020. The Kari West, Kari Centre-
Gap, Kari South and Kari Pump NE Mineral Resource Estimates were developed in Geovia's Surpac software.
The mineralization model for Kari West has been updated with the new drilling and improved continuity has been
proven, resulting in a reduction in the number of mineralized lenses from 94 to 70, grouped into four domains
(reduced from eight). An additional eight mineralized lenses have been identified at Kari Centre resulting in 22
mineralized zones. Eighteen mineralized lenses have been modeled at Kari Gap, fifteen at Kari South and seven at
Kari Pump NE.
The gold assays from the drill holes were composited to one-meter intervals within the mineralized wireframes and
capped by lens or not at all depending on the high-grade outliers within the individual lens. Two lenses at Kari West
were capped at 25 g/t Au, one at 20 g/t Au, eight at 15 g/t Au and the remainder at 10 g/t Au or not at all; Kari
Centre-Gap lenses were capped at 15 g/t Au, 10 g/t Au, 5 g/t Au or not at all; Kari South was capped predominately
at 5 g/t Au with two lenses at 10 f/t Au; and Kari Pump NE was capped at 10 g/t Au, 5 g/t Au or not at all. Each
mineralized lens was subjected to a spatial analysis of gold distribution using variograms. Except for Kari South the
majority of lenses showed a good continuity of gold grade along strike and down-dip and were used to establish
Ordinary Kriging estimation parameters.
Density parameters were determined by deposit and rock/weathering type. The laterite has a density ranging
between 2.0-2.1 t/m
3
, saprolite between 1.7-1.9 t/m
3
, saprock between 2.2-2.4 t/m
3
and fresh rock between 2.7-
2.8 t/m
3
.
The gold grade was estimated by Ordinary Kriging, constrained by the mineralized lenses in all the deposits with the
exception of Kari South where inverse distance (“ID2”) was used due to poor variography. The grade was estimated
in multiple passes to define the higher confidence areas and to extend the grade into areas of extrapolated
mineralization. The grade estimation was validated by visually comparing drilling data, block grade, comparing ID2
and OK estimated grades and by swath plots comparing block grades and composite grades.
The mineralization was classified as Indicated and Inferred Mineral Resources depending on the sample spacing and
number of samples, confidence in mineralized zone continuity and geostatistical analysis. Indicated Mineral
Resource classification was generally applied to blocks within the mineralized zones defined by a minimum of five
samples from at least three drill holes within a 55m search at Kari West and 50m search at Kari Centre-Gap, Kari
South and Kari Pump NE. Inferred Mineral Resource classification was defined by a minimum of three samples within
a 75-85m search at Kari West and within a 75-80m search at Kari Centre-Gap, Kari South and Kari Pump NE. The
Mineral Resources were constrained by $1,500 gold price pit shells and a 0.50 g/t Au cut-off grade. The Whittle pit
shell optimizations assumed a base mining cost of $2.00/t and an cost adjusted for ore mining and haulage of $3.60
for oxide, $4.60 for transition and $4.80 for fresh rock, a mining recovery of 95%, mining dilution 0 % (accounted for
in reblocking), a pit slope of 40
0
, average gold recovery of 94% for oxide, 89% for transition and 82% for fresh rock,
processing/G&A cost of $14/t for oxide, $15/t for transition and $18/t for fresh rock , and $80 per ounce for royaliies-
refining-selling costs.
32
At Kari West 15.3Mt ore at 1.39g/t gold grade containing 684koz gold was converted to the Mineral Reserve. Kari
Centre and Gap deposit converted 2.6Mt at an average gold grade of 1.17g/t containing 97koz to the Reserve. In
the conversion of these resources to Mineral Reserves, the resource models were regularised to Selective Mining
Unit (“SMU”) size blocks of 5.0m x 5.0m x 2.5m in size along Easting, Northing and depth, respectively. A grade
reduction factor of 5% was applied to the regularised block models. At Kari Center and Gap only oxide ore was
converted to Reserves due to the identification of potentially refractory and carbonaceous regions within the
transitional and fresh ore.
Other parameters used were a gold price of $1,300/oz for all deposits; processing cost around $16/t for oxide, $17/t
for transitional ore and $20/t for fresh ore; and processing recovery at Kari West and Gap (Southern portion of Kari
Centre and Gap) of 96.4%, at Kari Center of 95% for oxide; of 89.2% for transitional ore and of 92.7% for fresh ore.
MINING METHOD
The mining method at Houndé is conventional open pit mining including drilling, blasting, loading and hauling. Load
and haul activities are owner operated. Contract service providers, SFTP Mining and African Explosives Limited
("AEL"), carry out drilling and blasting activities. Mining and processing of transition/fresh ore began in Q4 2017.
Mining activities transitioned from mainly oxides in early 2018 to mainly fresh ore by the end of 2019. In 2020, more
oxide was mined as Kari Pump came into production. Additional oxide will be mined in 2021 as Kari West and Kari
Pump Stages 2-3 come into production.
Ore was mined from the Vindaloo Main 2 and 3, Vindaloo Central, Bouéré and Kari Pump pits to feed the process
plant in 2020. The capacity of the mining fleet owned by Houndé and other service providers meets the earthmoving
requirements of the mining schedule as per the LOM and budget plans for 2021.
The in-pit material excavation is conducted by a fleet of eight Komatsu excavators consisting of one PC3000-8R,
three PC 2000-8R and four PC 1250-8R. Material haulage is done by 31 Komatsu HD785-7 rear dump trucks. Key
items of the ancillary fleet are nine dozers, four 50m
3
water trucks and four motor graders. Ore mined is hauled to
the ROM pad and near ROM stockpiles. Waste mined from the pit is hauled to the waste dumps and other projects
requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
The ore control strategy targeting delineation of ore and waste uses RC holes piercing multiple benches. The
geological and assay information, obtained from 32m deep inclined holes are sampled and assayed every 1m to
generate wireframes from sectional interpretation, for grade control block modelling and ore outline generation.
The ore outlines are then used by geologists and surveyors for final ore/waste discrimination and in-pit mark-up. In
2018 Houndé introduced blast movement simulation technology to better predict movement of ore resulting from
blasting as a key measure in reducing ore loss and dilution. Production drilling and blasting is performed on contract
by SFTP with Sandvik DP1500s drill rigs on 9m benches with one-meter sub-drill using 115mm diameter drill bits.
Blasted material is excavated in 3m high flitches except for Kari pump flat ore body where 2.5m flitches are
commonly used and 1.25m flitches in some areas.
AEL provides in-the-hole blasting services. The AEL plant on site consists of an ammonium nitrate mixing shed for
the manufacturing of bulk explosives and four 30 tonne capacity iso-tank containers for storage. The supply of
detonators, boosters, bulk explosives, initiating systems and other explosives material into the site-based magazines
for storage is the responsibility of AEL.
Waste rock dumps associated with mining operations are constructed to meet the stipulated guidelines of the
Burkina Faso Mining and Explosive and Environmental Regulations. All areas earmarked for waste dumps are
sterilized before dumping commences.
As per the water management plan, 13 boreholes were drilled and equipped in the vicinity of Kari Pump pit in 2020
and 10 boreholes are planned in 2021 in the vicinity of Kari West. A slope stability radar was purchased in 2020 to
allow for 24/7 pit wall monitoring.
33
In 2020, a total of 43.5Mt material was mined and 5.3Mt of ore was moved from the pits at an average grade 2.04g/t
containing 349koz of gold. A total of 4.2Mt of ore was processed at an average gold grade of 2.21g/t containing
301koz at an average recovery rate of 93% producing 277koz.
METALLURGY AND MINERAL PROCESSING
The processing plant at Houndé consists of a carbon-in-leach ("CIL") plant with a nameplate capacity of 3.0Mt per
annum with SABC milling circuit with the following characteristics:
Crushing: The run of mine ore is delivered to a jaw crusher which reduces the ore to less than 200mm. The crushed
ore is then transferred to a surge bin with a nominal 1-hour capacity, the surge bin overflow is directed to an
emergency stockpile. During normal operation, the crushed ore from the surge bin is transported to the grinding
circuit via a conveyor. In case of a breakdown or maintenance of the crushing circuit, crushed ore is recovered from
the emergency stockpile by a loader and directed to the surge bin.
Grinding: The primary grinding circuit consists of a standard SAG/Ball and Scats Crushing (SABC) circuit originally
designed to treat 3.0Mtpa to produce a ground ore where 80% is sub 90 microns in size. A portion of freshly ground
ore is directed to the gravity circuit where coarse liberated gold is recovered and leached via an intensive leach
reactor, followed by electrowinning and eventual gold recovery.
Leaching: Ore that is not recovered via the gravity circuit is screened to remove any extraneous trash (wood, plastic,
etc.) then can either be sent to a thickener to increase the percentage solids in the leach slurry or pumped directly
to a conventional CIL circuit. The CIL circuit consists of a series of six agitated tanks where gold is dissolved in the
presence of cyanide and oxygen as the slurry flows sequentially from Tank 1 to 6. The dissolved gold adsorbs on the
coarse activated carbon particles which are pumped in a counter-current direction from Tank 6 to 1, becoming
progressively more loaded with gold in the process.
Carbon Recovery: Once sufficiently loaded, by the time the carbon reaches Tank 1, the carbon granules are pumped
from the primary tank over a screen to remove the slurry. The clean carbon is then washed with hydrochloric acid
to remove any acid soluble base metals and impurities, before being transferred to the elution circuit.
Elution and Gold Production: Concentrated cyanide caustic solution is circulated in the elution column and heated
to 120 degrees Celsius. After sufficient time to enable the gold to be released from the carbon, the gold bearing
solution is sent for electrowinning and eventual gold bullion production.
Tailing Detoxification and Disposal: The leached slurry, devoid of leachable gold exits the CIL where the free and
weak acid dissociable cyanide ("WAD") are destroyed through the INCO cyanide detoxification process. In this
process sulphur dioxide, oxygen and copper sulphate are agitated in the tailings stream to destroy the remaining
cyanide complexes. The detoxified tailings are pumped to a HDPE plastic lined TSF, where the solid and liquid phases
separate. The liquid phase is recycled back to the process plant and the solids allowed to dry and compact in the
TSF.
ENVIRONMENTAL, PERMITTING & SOCIAL
A comprehensive ESIA was completed in 2014. Environmental permits have been granted covering the open pit
mining operations, the process plant and surface infrastructure.
An ESIA was completed for Bouere Dohoun operations in 2016 and for the Kari Pump project in 2020.
In 2018 a RAP for the resettlement of the Bouéré village was completed and successfully implemented. A total of 31
concessions were built, relocating about 130 people. The new village opened in June 2019 and has solar powered
boreholes for water supply as well as two water wells.
34
A RAP was completed in 2020 for the Kari Pump deposit area, following the granting of a mining permit extension
by the Burkina Faso Government for the Kari Area. Approximately 142 households, representing 694 inhabitants, is
currently being relocated to a new village.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
a community microfinance project, a market garden and a cashew nut project.
For the year ended December 31, 2020, the Houndé Mine contributed $4.98 million to the government-mandated
Local Mining Development Fund, which requires a contribution of 1% of revenue.
INFRASTRUCTURE
The TSF consists of a two-cell, paddock storage formed by multi-zoned earth-fill embankments (surrounded by waste
rock on all four sides). It comprises a cleared and grubbed basin, a composite soil/HDPE liner, a basin underdrainage
system and a pump out decant system. It is located adjacent to the Vindaloo pit and processing facility and forms
part of the original project design and capital budget. The facility is designed to be raised in stages (every 1-2 years)
over the mine life using downstream embankment construction techniques. The Houndé TSF was designed and is
audited by Knight Piésold. The original impact assessment carried out by Knight Piésold, including a dam break
scenario, indicated a high consequence in the event of a wall failure and the tailings embankments were designed
to reduce this risk.
Closure at the end of the mine life will require covering the surface with 0.5m of broken rock. The stage four and
five raises were successfully completed in 20202. The deposition of bulk zone C fill material for stage six wall raise
is underway, and is expected to be completed by the end of 2021. The placement of engineered fill is expected to
commence at the end of 2021. All stages of construction conform to American, Australian and local guidelines.
Inspections are done on a regular basis and include an annual audit by Knight Piésold, which was delayed from
August 2020 to November 2020 due to COVID-19 restrictions. For the audit, Knight Piésold was presented with all
internal TSF reports and documentation since the 2019 audit to the start of the 2020 audit. No points of material
concern were noted.
Power for the processing plant is supplied from the grid via a 38km long, 225Kv overhead power line where the
nearest substation is located near the town of Pa. A power supply agreement has been entered into with SONABEL,
the state power company. A Caterpillar high speed diesel back-up power station has been installed to provide 100%
redundancy.
Raw water is pumped from a water harvest dam and bores to a surge tank ahead of a treatment plant. Water from
this surge tank is pumped on demand to the plant raw water tank. The raw water tank has have sufficient capacity
to minimise the impact of short-term supply interruptions. Duty/stand-by water pumps is provided for the raw
water distribution to the plant.
Filtered water for the process plant is produced by treating raw water in the filtered water treatment plant. The
treatment plant consists of clarification through flocculant addition, sand filtration, carbon filtration and biocide
dosing. Filtered water reports to the filtered water storage tank and is distributed to the plant as required using
duty / stand-by pumps. Filtered water is supplied to the plant potable water treatment plant, which includes micro
filtration, ultra-violet sterilisation and chlorination processes. Potable water is stored in the plant potable water
tank and is reticulated to the site ablutions, safety showers and other potable water outlets. Transfer pumps also
feed water to a separate camp potable water tank for reticulation. Additional ultra-violet sterilisation units are
installed on outgoing potable water distribution headers.
Process water is pumped from the TSF decant to the plant process water tank. The plant process water consists of
TSF decant return water and raw water tank overflow. The process water tank is located such that the raw water
tank overflows to the process water tank allowing the process water tank to be kept full at all times.
35
Fuel storage comprises of two 800 m³ double skinned self-bunded fuel storage tanks and pump skids located within
the mining services area. This provides sufficient fuel for the needs of the mining fleet and emergency power for
three months if there is any disruption of fuel supply. The fuel farm is managed by the fuel supplier (TOTAL) with
fuel trucked in regular from Ouagadougou to maintain volumes.
COSTS
Table 5: 2020 Cash Operating Costs
Item Unit Cost (US$)
Mining Costs 2.47 /t mined
Processing & Maintenance Costs 14.11 /t milled
On Site General Administration Costs
4.91 /t milled
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020, Houndé produced 277koz at an AISC of $836/oz.
Houndé is expected to produce 240koz-260koz in 2021 at an AISC of $855-$905/oz.
An exploration program of up to $7 million is planned for 2021, comprised of 47,000m of drilling. The exploration
program will focus on near mine targets in the Kari area, Dafra T3 and Vindaloo South. In addition, reconnaissance
drilling will focus on the Mambo, Marzipan, Kari Deep and Vindaloo Deep targets.
ITY MINE, CÔTE D'IVOIRE
Information in this section is derived substantially from the technical report titled "Technical Report on the Ity Gold
Mine, Republic Of Côte D'Ivoire" with an effective date of December 31, 2019 (the "Ity Report"), prepared by Mark
Zammit of Cube Consulting Pty Ltd, Gerard de Hert, a former employee of Endeavour, and Salih Ramazan, and Kevin
Harris each of whom is an employee of Endeavour, all of whom are Qualified Persons under NI 43-101. To obtain
further information readers should consult the Ity Report which is available for review electronically on SEDAR at
www.sedar.com under the Corporation's profile. For greater certainty, the Ity Report is not incorporated by
reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the Ity Report has been
updated under the supervision of, or reviewed, in the case of resources, by Kevin Harris, CPG, Vice President
Exploration at Endeavour, and in the case of mining and reserves, by Salih Ramazan, FAusIMM, Vice President Mine
Planning at Endeavour, each of whom is a “Qualified Person” under NI 43-101.
LOCATION
The Ity deposits are all part of the mining property of Société des Mines d'Ity ("SMI"), Société des Mines de Daapleu
("SMD") and Société des Mines de Floleu (“SMF”) in Côte d'Ivoire and are centered on 06°52'16" north latitude and
08°06'30" west longitude. The Ity gold deposits are located in western Côte d'Ivoire, 480km from the economic
capital of Abidjan, near the border with Liberia and Guinea. The Ity Mine is located in the prefecture of Zouan-
Hounien. The site is accessible via paved road from Abidjan, passing through the capital Yamoussoukro, Daloa and
Duekoué. From Duekoué, two roads access the Mine from both north and south. The north access is through Man
and then on to Danané and Zouan–Hounien where a 15 km unsealed road maintained by SMI leads to the village of
Ouyatouo. Southern access is through Guiglo and Toulepleu. Endeavour also has access to site via air from Abidjan
to an airstrip located on the SMI License (defined below) area.
36
OWNERSHIP
Ity's mineral rights comprise of three mining licenses – exploitation permit PE26 ("SMI License"), exploitation permit
PE49 ("SMD License") and exploitation permit PE53 (“SMF License”). The SMI License is held by SMI, the SMD License
is held by SMD and the SMF License is held by SMF. Endeavour, indirectly through its subsidiaries, holds an 85% stake
in SMI and SMD and a 90% stake in SMF. The remaining interest in SMI and SMD is held as follows - 5% by SODEMI,
the State-owned mining company, and 10% by the State of Côte d'Ivoire. The remaining interest in SMF is held by
the State of Côte d'Ivoire. Pursuant to its mining convention with the State, Endeavour is to pay the State of Côte
d'Ivoire a 3% to 6% royalty, on a sliding scale based on prevailing gold prices.
Ity's processing facility is located on the SMI License, whereas the deposits that will be processed are located on the
three License areas. The SMI License has an area of 25km
2
, which includes the Mont Ity, ZiaNE, Colline Sud, Bakatouo
and Walter deposits, the Aires (decommissioned heap-leach pads) and the Verse Ouest and Teckraie dumps. The
SMI License expires on November 14, 2023 following its fourth renewal but is renewable again for consecutive 10-
year periods. The SMD License has an area of 13.2km
2
, which includes the Gbeitouo and Daapleu deposits. The
license was initially issued in April 2018 to La Mancha Côte d'Ivoire S.à r.l. ("LMCI"), a wholly owned exploration
subsidiary of Endeavour, and then transferred to SMD. The SMD License is valid for 14 years and thus, expires on
April 10, 2032. It is then renewable for successive 10-year periods. The SMF License has an area of 49.5 km
2
, which
includes the Le Plaque deposit. The SMF License was initially issued in August 2020 to LMCI and then transferred to
SMF on October 2020. The SMF license is valid for seven years and will expire on August 5, 2027. It renewable for
consecutive 10-year periods.
HISTORY
Copper and gold were first discovered near the village of Ity in the 1950's during regional exploration by the Bureau
de Recherches Géologique et Minière de la France d'Outre-Mer. Initial attempts to recover the gold were
unsuccessful due to the fineness of the gold and the rheology of the ore. In 1983, SMI was incorporated to develop
the Flotouo deposit which poured its first gold in 1991. Substantial exploration was done in the 1990s and many of
the deposits were discovered or expanded at the time. Since then ownership has changed several times until the La
Mancha Group ("LM Group") acquired a stake in SMI in 2012. In 2014, a change in shareholders was authorized by
the Government of Côte d'Ivoire leading to the majority ownership being held by the LM Group. In late 2015,
Endeavour acquired LM Group's interest in SMI (55%) and LMCI (100%). During 2017 and 2018 Endeavour acquired
an additional aggregate 30% of SMI such that it now holds an 85% interest in SMI. Similarly, Endeavour holds an 85%
interest in SMD and a 90% interest in SMF.
In 2014, a scoping study to replace the current heap leach plant with a greenfields CIL plant was completed using a
processing rate of 1.5Mt per annum based on indicated mineral resources. Following the positive results of this
study, in late 2014 and early 2015 LM Group conducted drilling programs at the Daapleu, Zia NE, Bakatouo and Mont
Ity deposits designed to upgrade inferred material from the latest resource estimate to an indicated resource, as
well as to delineate each deposit further along strike. The resulting resource estimate update yielded a significant
increase in indicated mineral resources for all three areas, increasing measured and indicated mineral resources to
3.1Moz. The updated resources and reserves lead to a pre-feasibility study of the CIL Project completed in July 2015
using a processing rate of 2.0Mt per annum.
Following the results of the pre-feasibility study and Endeavour's acquisition of the LM Group's interest in SMI,
Endeavour engaged Lycopodium Minerals to undertake a feasibility study. The Ity CIL feasibility study (the "Ity CIL
Feasibility Study") was completed in October 2016 on the basis of a 3.0Mt per annum plant. Following the
publication of the Ity CIL Feasibility Study, an optimization study (the "Ity Optimization Study") was completed in
September 2017 which improved the project economics of the Ity CIL Feasibility Study due to the inclusion of
additional reserves and further upsizing the plan from 3.0 to 4.0Mt per year.
37
The first gold pour from the Ity CIL Project took place on March 18, 2019, ahead of schedule and under-budget.
Following performance tests conducted, Endeavour launched optimization and debottlenecking work to increase
the plant capacity by 1.0Mtpa to 5.0Mtpa, these upgrades were completed before the end of 2019.
GEOLOGY
Ity is located in the Lower Proterozoic Birimian Formation of the Toulépleu-Ity klippe. The Toulépleu-Ity klippe is a
small remnant of Birimian within the older Archean portion of the West African Craton which spans 10 countries
between Côte d'Ivoire, Senegal, Niger and Ghana. The Ity area is characterized by a series of granodioritic intrusions
into a sedimentary sequence of volcano- sediments and carbonates with a general NE-SW strike. The volcanic rocks
are generally tuffaceous with chemistry that ranges from basic to acidic. All formations have been subjected to
regional metamorphism.
The deposits of Ity are classified as skarn or typical shear-hosted greenstone deposits. The skarns developed at the
contacts of a central northeast trending lensoidal shaped body of granodiorite intrusives with the carbonate units
on both northwest and southeast contacts. The Ity, Ity Flat, Tontouo and Walter deposits are hosted along the
southeastern contact, whilst Flotouo, Zia and ZiaNE are hosted along the northwestern contact. Bakatouo deposit is
interpreted as being hosted by the northeast continuation of the carbonate units, whilst the Colline Sud skarn
deposit represents the southwest continuation. The skarns are characterized by epidote, carbonate, diopside,
chlorite, tremolite, magnetite and garnet with gold associated with pyrite and chalcopyrite. The Teckraie and Verse
Ouest deposits are rock dumps of the now depleted Flotouo (skarn) open pit and sit on top of weathered
granodiorite. Aires consists of the decommissioned heap leach pads from the historic operation of the mine.
The in-situ deposits of Daapleu and Gbeitouo share many characteristics with typical shear zone deposits known in
Birimian greenstone belts of West Africa. The deposits are associated with a major regional, NE-trending shear zone
but are developed on secondary structures. The Daapleu deposit is characterized by the presence of a "rhyolitic"
intrusive surrounded by a package of volcano-sediments. The "rhyolite" is locally called "daaplite". The "daaplite" is
strongly altered and sheared and, at the contact, both lithologies have been affected by phyllic style hydrothermal
alteration (sericite-silica-pyrite). Gold mineralization is mesothermal and occurs as fine-grained free gold within
foliation and silicificied strips, associated with arsenopyrite and to a lesser extent with pyrite and silver-copper-
antimony sulfosalts. The Gbeitouo deposit is hosted within volcano-sediments with variable intensity silica-sericite-
pyrite alteration. Minor pyrrhotite, galena and sphalerite have been noted in association with auriferous pyrite in
proximal mineralized shears.
Le Plaque was discovered in 2017 and is a shear hosted deposit located mainly at the contact between granodiorite
and diorite intrusions, developing a skarn unit with the country rocks. The geology of Le Plaque consists of a
granodiorite batholith intruded into a sequence of Birimian meta-volcano-sediments, dominantly meta-sediments
(impure marbles, metasiltstones and sandstones) to the west, and a belt of mafic metavolcanics to the east. Several
generations of diorite and microdiorite bodies of variable thickness occur within the metasediments as sheeted sills
and dykes, including some which are cutting through or bordering the granodiorite. The metasediments and
magmatic rocks have been affected by skarn alteration forming exoskarn and endoskarn, although this event appears
not associated with gold, contrary to general Ity style mineralization, whose mineral paragenesis bears significant
copper.
The mineralization in Le Plaque is broadly associated with few meters-thick ductile and brittle ductile shears with
quartz veining, silica-sericite alteration and locally massive sulfidic seams (pyrite, with subordinate sphalerite, minor
chalcopyrite and local trace of galena and pyrrhotite). There is no visible gold on core, even within the highest-grade
intercepts, and almost no arsenopyrite. The presence of sphalerite, strong silicification and quartz veining usually
correlates very well with the best grades. The anastomosed shearing network is usually well developed in the outer
shell of the granodiorite, within the granodiorite and diorite units, and to a lesser extent within the skarn host rocks
themselves.
38
EXPLORATION
At Ity, regional scale geochemical stream sediment sampling and soil sampling programs and airborne geophysics
(magnetics) were completed by Bureau de Recherches Géologiques et Minières (“BRGM”), the French geological
survey institute, in several phases from the 1930s up to the 1990s. The geochemical surveys highlighted several
anomalies in the project area, the strongest being the Ity deposit. Follow up geochemical surveys and shallow drill
results were successful in delineating the Ity mineralization, and mining for a heap leach operation commenced in
1991. In 1999 the BRGM completed further ground-based exploration in the wider PE26 and PR609 permit areas
including IP and ground magnetic geophysical surveys, infill soils and pitting, and drilling of reconnaissance core
holes.
Little information is available between 2002 and 2011 with data and maps being lost during three periods of civil
conflict; mining operations and exploration activities were sporadic.
La Mancha's evaluation of Ity began in 2012 following the change in ownership and management. Exploration since
then has been carried out under the supervision of technically qualified personnel applying standard industry
approaches. All data acquired meets or exceeds industry standards and all exploration work has been carried out by
or supervised by technical personnel of the operator. Work prior to 2012 has been validated or replaced with new
information.
Recent exploration at Ity generally follows a systematic approach depending on the available information of each
target area or deposit. Due to the success of the previous geochemical sampling programs in highlighting surface
mineralization at Ity and Daapleu deposits, a large soil sampling program encompassing large portions of PR609 was
completed in 2013. To assist with the interpretation of the soil results, the data from 1979 airborne magnetic survey,
the 1999 IP survey and 1999 ground magnetic survey were re-processed by SAGAX Afrique SA using modern
processing methodologies. The combination of results led to core drilling which identified transported alluvial cover
from the Cavally River in some of the target areas. The observation helped explain why some of the previous shallow
geochemical anomalies did not persist in the bedrock, but it also flagged a lowering confidence in the results of the
soil program.
To provide clarity, the exploration program was adapted in 2015 to enable grid-based bedrock sampling auger drill
programs across large tracts of lithological and structurally favorable ground trending northeast-southwest from Ity
and Daapleu deposits. The programs identified several anomalies. Large scale auger programs in 2016 and 2017
identified numerous anomalous values along strike to the northeast and southwest of the Ity deposit. Follow up RC
and DD drill programs confirmed some of the anomalies at depth, whilst others resulted in minimal sub-surface
support. To help delineate between anomalies with deep seated roots against those resulting from surficial
enrichment processes, the drilling type for the 2018 auger program was changed to Air Core with holes drilled at
minus 50-degree declination.
Further ground IP geophysical surveys to track out mineralized shear structures on a prospect scale, in conjunction
with recently completed regional scale airborne VTEM geophysical survey were used in the interpretation of the
auger and Air Core programs results. Ity's 2017 exploration program amounted to $8 million, totaling 58,500m of
drilling focused on increasing the resource base for the Ity Optimization Study. More than 1.0 Moz of indicated
resources were added in 2017 following the successful drilling campaigns at the Bakatouo, Ity, Daapleu and Verse
Ouest deposits and at the recent Le Plaque discovery.
As announced on February 23, 2018, a maiden resource (85koz at 2.70g/t of indicated and 43koz at 2.40g/t of
inferred) was defined for an area that represents about 25% of the Le Plaque target. In light of positive 2017 results,
a further exploration campaign was planned for near-mill targets (including testing of extensions at the Mont Ity,
Bakatouo, Daapleu, Le Plaque deposits) with the aim of delineating additional resources for the CIL Project.
In 2018 the exploration program amounted to $9 million, totaling 49,600m of drilling, focused mainly on the Le
Plaque area and Daapleu deposit. The mineralization in the Le Plaque area was extended and drilling continued.
39
The validation of a high-grade at depth plunge at the Daapleu deposit was confirmed, and mineralization below the
existing heap leach pad has been encountering suggesting a possible extension of the Bakatouo deposit.
In 2019 exploration efforts were focused on the Le Plaque target. Due to the success of the campaign, the initial
budget of 71,000m was exceeded with a total of 83,436m of drilling completed, amounting to $11 million. As
announced on July 8, 2019, the Le Plaque Indicated resource increased from 85koz to 476koz at a grade of 3.20g/t
Au and a maiden reserve of 5.5Mt at a grade of 2.34g/t Au containing 415koz was published on February 24, 2020.
Further potential extensions were identified in H2-2020 by a combination of Air Core and follow-up core and RC
drilling, notably toward the south in Delta Extension.
In August 2019, the Mahapleu tenement was purchased ifor a minimal cash consideration and a royalty based on a
sliding scale depending on the gold price (varying from 1% below $1,200/oz to 2.5% above $1,850/oz). Following this
land consolidation, Endeavour now controls the whole extent of the Ity Birimian corridor that stretches nearly
125km.
An exploration program of $16 million totaling approximately 95,000m was completed in 2020, with the aim of
growing the Le Plaque, Bakatouo, and Daapleu deposits, as well as testing other nearby targets such as Floleu and
Samuel. The majority of 2020 drilling was focused on the Le Plaque area to further increase the resource, as
announced on July 7, 2020, with further drilling at Le Plaque having been completed in H2-2020. Reconnaissance
drilling on near-mill targets such as Verse Ouest, Leach pad and Daapleu SW was also completed.
SAMPLING AND DATA VERIFICATION
Drilling and survey procedures observed are to acceptable industry standards, are appropriate to the deposits being
drilled and are appropriate for mineral resource estimation.
All assays for the most recent exploration campaigns were done by Bureau Veritas laboratory, Abidjan, Côte d'Ivoire
with 50g fire-assay analyses. In addition to the above, six batches of samples were sent to ALS-Chemex,
Ouagadougou, Burkina Faso as umpire checks. These samples came from the various exploration targets.
In general, the results of the assays were within acceptable limits and deemed suitable for use in the mineral
resource database. Any data deemed not to be suitable was removed from the database.
In 2017, Endeavour entered into an agreement with SGS Côte d'Ivoire SA to establish and operate independent
mineral assay laboratory services at Ity. The services include dedicated sample preparation, leach, soluble copper
and fire assay services for mine and grade control operations, as well as dedicated sample preparation and fire assay
facilities for exploration samples. Sample collection followed established procedures, and sample submission
included the same control samples and insertion procedures as used in previous campaigns. Umpire samples will
continue to be sent to an independent laboratory in either Burkina Faso or Côte d'Ivoire.
The sampling and assaying are monitored through the implementation of a quality assurance – quality control (QA-
QC) program. The QA-QC program was audited by an independent international consultant in 2019 and consequently
designed to follow industry best practices.
Current exploration practices are appropriate to the deposits being evaluated. All historical data has been assessed
for accuracy and incorporated into the database and was found acceptable for use in geological and mineral resource
evaluations.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
40
The Ity deposits at Bakatouo, Ity-Walter, Daapleu, Colline Sud, Verse Ouest, and Aries were updated for mining
depletion in 2020; the base resource models for these deposits are unchanged from 2019. The ZiaNe deposit and
Gbeitouo deposit resources are unchanged from 2019. The Le Plaque resource was updated with new drilling data
in June 2020.
The Mont Ity, Ity Flat, Tontouo and Walter deposits were treated as a single, continuous deposit and geological
wireframes were produced as part of the 2019 mineral resource estimates. Simple volumes were generated on a
sectional basis using Surpac, with more complex geometries modelled using Leapfrog Geo.
A nominal cut-off grade of 0.2-0.3 g/t was used along with lithological and structural logging in order to define
estimation domains. A high degree of tolerance was used for the inclusion of internal waste in order to produce
relatively continuous domains along known, northwesterly-dipping structures. In addition, a hard boundary was
implemented during estimation in each of the domains, with the clay-fresh rock boundary spatially corresponding
with the Transitional – Fresh weathering boundary in most areas.
Visual assessment of gold assays within distinct weathering domains indicated that hypogene mineralisation hosted
within the fresh rock domain was spatially restricted to distinct structures, whereas often remobilised gold produced
more diffuse (and sometimes higher grade) mineralisation domains within the overlying saprolite clays.
The mineralisation domains reflected Hypogene, fresh rock (mostly skarn-related), clay (saprolite)-hosted,
supergene laterite-hosted and "halo" mineralisation or "mineralised waste" mineralisation. The latter mineralization
represents low grade, discontinuous and erratic gold mineralisation outside of other distinctly higher grade
mineralisation domains.
The gold Mineral Resource was estimated using two interpolation methods:
Ordinary Kriging ("OK") – OK was used to estimate gold grade inside the grade control ("GC") volume. The
estimation was undertaken separately for the intersection of each estimation domain and the GC volume.
Localised Uniform Conditioning ("LUC") – LUC, using all available data was carried out for the whole volume
defined by the estimation domains.
The final reported gold grade estimate is a combination of the OK GC estimate within the GC volume, and the LUC
estimate outside of the GC volume. Since the GC data only extend at most a few benches below the pit surface at
the time of the estimate, the vast majority of the Mineral Resource lies within the volume estimated by LUC.
Lithological wireframing for ZiaNE, Bakatouo, Daapleu and Gbeitouo deposits was modelled in 2017 on a sectional
basis, based on the "LITHO" fields of the respective "Geology" databases. Interpretive polylines were snapped to
drillholes and the resultant lithological domains ("3DMs") were coded into the respective block model(s).
Mineralisation domains at the ZiaNE, Bakatouo and Gbeitouo deposits were modeled using a nominal 0.3 g/t Au
grade cut-off. At the Daapleu deposit, mineralisation domains were modelled using an interpreted natural cut-off
grade of 0.35 g/t Au and geological logging, where available. The gold resource was estimated using a combined OK
and LUC methodology.
Geological modelling for the Colline Sud deposit was completed in 2017 using lithological logging and interpreted
geological cross-sections and level plans. Laterite, oxidised and reduced clays, volcanosediments and two sets of
intrusions (felsic, trending approximately north-south and mafic, trending approximately northeast-southwest) were
modelled in Surpac. Mineralisation domains at Colline Sud were modelled on a sectional basis using a nominal 0.5
ppm Au cut-off grade with a maximum of 2m continuous waste intervals included. A total of 27 mineralisation
domains were modelled, trending northeastsouthwest, with an average dip of 55° to the northwest.
Geology wireframes at the Le Plaque deposit were interpreted in Geovia’s Surpac
tm
software with interpretations of
the geology and mineralization primarily based on 25m spaced sections. Mineralization domains were interpreted
41
from drillhole lithological logs on a sectional basis (25m spacing) using a nominal cut-off grade of 0.3 g/t Au and a
minimum width of 2m. Polylines were snapped to drillholes and the resultant domains were typically extended a
maximum of 15m down-dip and along-strike beyond the informing data. A total of 49 domains were produced. The
gold resource was estimated using the OK methodology.
The density was measured in 5,069 core samples within the various rock types then averaged within the model by
the weathered zones. The laterite density is 1.55 t/m
3
, the saprolite is 1.50 t/m
3
, the transition is 2.40 t/m
3
and the
fresh rock is 2.80 t/m
3
.
The gold resource at Le Plaque was estimated using the OK methodology for each mineralized domain. The
mineralized domains were classified as indicated and inferred resource classification depending on the sample
spacing, number of samples, confidence in mineralized zone continuity and geostatistical analysis. Indicated
classification was generally applied to blocks within the mineralized zone defined by a minimum of seven samples
within a 50m search radius. Inferred classification is defined by a minimum of three sample within a 75m search
radius.
The resource at Le Plaque is constrained by a $1,500 pit shell and 0.50 g/t Au cut-off grade. The Whittle pit shell
optimization assumes a base mining cost of $2.67 per tonne and an adjusted ore mining cost of $3.20/tonne for
oxide, $3.74/tonne for transition, and $4.01/tonne for fresh rock, mining recovery of 95%, mining dilution of 10%,
pit slope of 40
0
, gold recovery of 94.6% for oxide, 93.2% for transition, 81% in fresh rock, and processing and G&A
cost of $15.85/tonne in oxide, $16.76/tonne and $17.61/tonne in fresh rock.
For the Verse Ouest and Teckraie deposits, lithology codes were flagged into the "facies" block model attribute field.
The topographic surface for the dumps was current as of 31 December 2020. Given the deposits represent historic
waste dumps, the interpretation focused primarily on the boundary position between the dumped rock material and
underlying laterite. The interpretation polylines were based on 25m spaced sections oriented toward 135º. The
polylines were "snapped" to drill hole traces in most instances and used to create validated 3DMs. The underlying
laterite domain interpretation was based on logged geology and was limited to a minimum downhole length of 2m.
The top surface of the laterite domain represents the base of the dumped rock material. As the rock dumps are not
physically separate, a nominal line of separation was interpreted to best honour the drilling data and previous
description of the two rock dumps. Within the rock dump, an area of locally higher-grade assays was identified and
sub-domained for consideration during the grade estimation process. The gold resource was estimated primarily
using the OK methodology.
Recent infill drilling suggested that large areas may be delineated and mined at a slightly higher grade to the
surrounding material. Therefore, any attempt to selectively mine the rock dump material may have associated risks
and it is preferred to report the resource above a 0 g/t cut-off and mine the entire dump.
Lithological modelling was not completed for Aires. The mineralization domaining at Aires was based on facies
modelling of the heap leach pad from drillhole data and was carried out in 2017 MRE and updated in 2019. An
additional surface was created which reflects the lift added to the heap leach pad at domain 11 since the previous
mineral resource estimate.
MINING AND ORE PROCESSING
Construction of the CIL plant commenced in September 2017 and was completed under budget and ahead of
schedule with the first gold pour occurring on March 18, 2019. Previous mining at Ity consisted of conventional open
pit with heap leach ore processing. By the end of 2018 the heap leach facility wound up operations to pave the way
for the commencement of the CIL plant. In 2019 the heap leach facilities were dismantled and removed. The Ity CIL
plant processes oxide, transition and fresh ore with variable ore characteristics, gold grades and metallurgical
treatment requirements. The primary ores are significantly more competent than the oxide ores. The flowsheet
includes a single stage jaw crusher, two stage SAG/ball milling comminution circuit, gravity concentration for
42
removal of coarse gold, pre-leach thickener, CIL circuit comprising eight tanks, split Anglo (AARL) elution circuit,
electrowinning and gold smelting and tailings detoxification.
Following the commissioning of the 4.0Mtpa plant in April 2019, Endeavour launched optimization and de-
bottlenecking work to increase the plant capacity by 25% to 5.0Mtpa. Integration of components to achieve the
increased throughput was carried out during the scheduled maintenance downtime with the plant achieving an
annualized throughput exceeding 5.0Mtpa in November 2019.
As part of the volumetric upgrade, capacity of the following items was increased: variable speed drives for the
primary apron feeder, vibrating grizzly, and lime screw feeder, tailings pumping and decant return, high pressure
gland water supply, tailings pumping and a second 50t capacity oxygen plant. Planned upgrades to the tailings
storage facility in line with LOM are ongoing.
For CIL operations, the selected mining approach is conventional open pit excavator-truck operation with the
production unit operations (drilling, blasting, loading, hauling and dumping) carried out by owner mining personnel
and equipment. The mining fleet consists of larger capacity 90t dump trucks and 120t class backhoe excavators. The
40t articulated dump trucks are still utilized depending on pit and dump conditions, in particular, during the wet
season. Ore and waste production rates are monitored, and material reconciliation are carried out continuously for
the pit areas in production.
The production, drilling and blasting operations are carried out on 5m benches. A half bench height (flitch) of 2.5m
is mined in ore to achieve a high degree of selectivity in loading and hauling operations. The highly weathered zone
(clays and laterites) and transitional zone with a density below 2.0 t/m3 are amenable to free digging. Emulsion is
used in both wet and dry blasting for efficiency.
Various contracts were awarded following a competitive bidding process for parts of the mining operations, prices
are within the industry range and comparable to other operations in Côte d'Ivoire or West Africa. Endeavour
contracts the supply of explosives and blasting accessories to an approved explosives supplier, who in addition to
the supply of primary explosives and blasting accessories, provides mixing equipment and technical blasting advice
when needed.
Grade control drilling is carried out by a drilling contractor and the samples are tested in the onsite laboratory.
Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium
term mine planning process. The grade control is based on 138mm diameter RC drilling and sampling practice. A
grade control pattern of 12.5m x 6m is used for 36m deep holes (30m vertical) and 1.0m vertical sampling intervals.
The holes are angled 50-55 degrees from the hanging wall side of the ore zones to provide a good intersection with
the mineralized structures.
In 2020, Ity CIL produced 213koz of gold at an overall AISC of $808/oz. A total of 23.5Mt ore and waste was mined,
including 8.6Mt of ore at an average gold grade of 1.28g/t containing 351.8koz. A total of 5.4Mt ore at an average
grade of 1.57g/t containing 271koz gold was processed with an overall recovery rate of 79% producing 213koz gold.
ENVIRONMENTAL, PERMITTING & SOCIAL
Several environmental studies were conducted over the past 15 years. A comprehensive ESIA was completed for the
CIL Project and was published in March 2016. The most recent ESIA was for Floleu (Le Plaque) and was approved by
the Minister of Environment on July 10, 2020.
Several environmental permits have been granted covering the mining and process plant, Daapleu, Gbeitouo and Le
Plaque exploitation and mining and surface infrastructure.
43
In 2018 a RAP for the resettlement of Daapleu village was completed and successfully implemented. A total of 85
houses were built, relocating about 1,000 people from six villages. The new village opened in October 2018 and has
solar streetlights, five water wells, a community centre, a school and six housing units for teachers.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
a rice growing project, an adult literacy program, rehabilitation of hydraulic water pumps and poultry farming.
For the year ended December 31, 2020, the Ity Mine contributed $1.88 million to the government-mandated Local
Mining Development Fund, which requires a contribution of 0.5% of revenue.
INFRASTRUCTURE
The tailings storage facility ("TSF") for the CIL plant has been designed for a total capacity of 57Mt at an average
annual throughput rate of 5Mtpa. The facility was designed by Knight Piésold who has also been involved with QA-
QC activities on site throughout construction. The Ity TSF is located adjacent to the processing facility and forms part
of the original project design and capital budget. Decant fluids are not suitable for release to the environment and
are pumped back to the plant. As per Knight Piésold's design, the TSF is made of compacted soil liner, overlain by
HDPE geomembrane liner over the entire basin area (including embankment face), a system of finger and collector
drains within low lying areas of the TSF basin, and a leakage collection and recovery system ("LCRS") installed
beneath the basin liner. Closure at the end of the mine life will require covering the surface with 0.3m low
permeability mine waste and 0.2m of topsoil.
The facility is designed to be raised in annual stages over the mine life using downstream embankment construction
techniques. The 2021 raise is currently in progress and will be completed by the end of May. Due to COVID-19
restrictions, the annual audit of the TSF by Knight Piésold was delayed from August 2020 to November 2020 and all
internal TSF reports from August 2019 to July 2020 were presented to Knight Piésold for their audit. No points of
material concern were noted in their report.
Power for the CIL plant is provided via a connection to the national grid at Danané, approximately 58km from site.
A 90kV single circuit lattice tower transmission overhead line connects Ity to the national grid. The connection
supplies the main HV switch room inside the processing plant from which power is distributed. Backup power is
available onsite from 16 Caterpillar high speed diesel generators with a total capacity of 21MW, providing 100%
redundancy of power supply to the CIL operations.
Raw water is pumped from the Cavally River and pit dewatering bores to a surge tank ahead of a treatment plant.
Water from this surge tank is pumped on demand to the plant raw water tank. Duty/stand-by water pumps are
provided for the raw water distribution to the plant.
Filtered water for the process plant is produced by treating raw water in the filtered water treatment plant. Filtered
water is report to the filtered water storage tank and is distributed to the plant as required using duty / stand-by
filtered water pumps. Filtered water is supplied to the plant potable water treatment plant. The water treatment
facility will include micro filtration, ultra-violet sterilization and chlorination. Potable water is stored in the plant
potable water tank and is reticulated to the site ablutions, safety showers and other potable water outlets. Transfer
pumps feed water to a separate camp potable water tank for reticulation. Additional ultra-violet sterilization units
are installed on outgoing potable water distribution headers.
Process water is pumped from the TSF decant to the plant process water tank. The plant process water consists of
TSF decant return water and raw water tank overflow. The process water tank is located so that the raw water tank
overflows to the process water tank allowing the process water tank to be kept full at all times.
Fuel storage comprises of two 1,200 m³ double skinned self-bunded fuel storage tanks and pump skids located within
the mining services area. This provides sufficient fuel for the needs of the mining fleet and emergency power for
44
the processing plant. Fuel levels are regularly monitored by both the fuel supply contractor (TOTAL) and the site
supply chain department, with shipments readily available from Abidjan.
COSTS
Table 6: 2020 Cash Operating Costs
Item Unit Cost (US$)
Mining Costs 3.36/t mined
Processing & Maintenance Costs 11.94/t milled
On Site General Administration Costs
3.10/t milled
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020, Ity CIL produced 213koz of gold at an overall AISC of $808/oz.
In 2021 Ity is expected to produce 230koz-250koz at an AISC of between $800-$850/oz.
An exploration program of $9.0 million is planned for 2021, drilling will focus on adding resources at Le Plaque, Verse
Ouest, Daapleu SW, Walter, Bakatouo Deep and Greater Ity. Reconnaissance drilling will also test the South Floleu
area and Daapleu deep targets.
KARMA MINE, BURKINA FASO
The following summary sets forth information concerning Endeavour’s Karma mine, which is not considered to be a
material property to Endeavour.
LOCATION
Karma is located in north-central Burkina Faso, 20km east of the city of Ouahigouya (population 125,000) and is
accessible via a series of paved and unpaved roads. The property is centred on UTM coordinates 576,485mE and
1,504,041nN (WGS84 Zone 31 North). National Route 2 (N2) is a paved highway connecting Ouahigouya to the capital
Ouagadougou, which is 160km away to the south-southeast. The N2 route traverses through the regional centre of
Yako enroute to Ouahigouya. Access from Ouahigouya to Karma mine is by dirt road. The majority of the local
workers live in Ouahigouya. Burkina Faso is landlocked and relies on the ports of Tema in Ghana, Abidjan in Côte
d'Ivoire, Cotonou in Benin and Lomé in Togo for access to shipping.
OWNERSHIP
On April 26, 2016, Endeavour acquired all the shares of True Gold Mining Inc. ("True Gold"), formerly named
Riverstone Resources Inc. As a result, Endeavour acquired a 90% interest in Karma. The State of Burkina Faso holds
the remaining 10%.
Karma is comprised of one exploitation permit granted to Riverstone Karma on December 31, 2013 covering initially
36.78km
2
. The permit area was extended to 50.81km
2
on October 10, 2014 and further extended to about 55km
2
on
July 30, 2018. The Karma exploitation permit is valid until December 31, 2033 and may be renewed for consecutive
five-year periods until deposits are depleted. The Karma exploitation permit contains six known mineral deposits,
namely the Goulagou I ("GGI"), Goulagou II ("GGII"), Rambo, Kao Main, Kao North and Nami deposits.
The Karma exploitation permit is subject to various royalty considerations including a 3% to 5% sliding scale royalty
to the Government of Burkina Faso (linked to the price of gold) and a 2% royalty owed to Maverix Metals Inc on all
permits except Zanna and Rigui. Further, there is a 3% royalty owed to Mr. Matlock and Ms. Guirma in connection
45
with the Rambo, Rambo West and Nami deposits, a 3% royalty owed to Mr. Matlock on certain area surrounding the
Rambo deposit, a 1% to 2% sliding scale royalty owed to Golden Star Resources Ltd. ("Golden Star") in respect of
certain deposits and a 5% royalty owed to the Ouedraogo family in respect of certain deposits.
HISTORY
The Rambo permit was acquired from two individuals in 2003, subject to royalty interest. It was the first permit
acquired in Burkina Faso by True Gold (formerly Riverstone Inc.). The adjacent Kao permit was acquired in 2004 by
application to the Burkina Faso ministry of mines.
In late 2007, an Option to Purchase agreement for Goulagou and Rounga was signed with Golden Star Resources Inc.
Goulagou and Rounga which are contiguous to Rambo and Kao were part of the large SOMIFA permit held by Channel
Resources from 1994 to 2000. The Goulagou permit was reduced in size in 2008, according to provisions of the
Burkina Faso mining code, and the shed portion was reacquired as the Youba permit, which became subject to the
provisions of the Option to Purchase agreement. The Tougou permit adjoining Rambo and Youba was granted to
Golden Star in 2008, and it was included in the original Option to Purchase agreement in 2011. Golden Star retains
certain royalty interest on the Goulagou, Rounga, Youba and Tougou permits.
In 2014, following the grant of the Exploitation Permit, the Goulagou permit has been reshaped and renamed
Bogoya, the Kao permit was split into Kao Nord and Kao Sud permits, the Rambo permit was reshaped and renamed
Bonguirga. In 2016, the Rounga permit was renamed Dinguiri. In 2017, Karma project was granted two new permits:
Rigui neighbouring Kao Sud to the south, and Zanna located adjacent east of Kao Sud and Rigui, and east and south
of Kao Nord. Endeavour acquired all historic exploration data from the previous Zanna permit owner Golden Rim
Resources Inc.
GEOLOGY
Karma is located in the Paleoproterozoic Baolé-Mossi domain of the West African Craton, specifically in the Birimian
supracrustal rocks, which were probably developed upon a juvenile Paleoproterozoic crust (ca. 2.40-2.20 Ga).
Karma is situated in the regionally east-west trending Goren greenstone belt. The geology consists of a folded
sequence of greywacke, siltstone, shale in the south-east and clastic, volcaniclastic and mafic volcanic rocks to the
north-west. The western margin of the project area presents a broad north-south magnetic lineament that is
interpreted as a first-order, crustal scale, sinistral, shear zone named the Ouahigouya Shear Zone (OSZ). The OSZ
extends from the south into Boromo Greenstone Belt and branches in the Karma project into a series of north-east
trending sub-shears reactivated during the Eburnean Orogeny between 2,130 and 1,980 Ma.
Substantial areas of Karma are covered by lateritic units, dominantly gravels and cuirasse, which form a highly
indurated upper part of the lateritic regolith. A few lateritization events have resulted in weathering to depths of up
to 120m. Laterites and sand cover limit the extent of bedrock outcrop in the project area and have limited the
geological understanding of the region.
Seven mineral deposits at Karma have been defined up to now over the project area, namely, Kao, North Kao, GGII,
GGI, Nami, Rambo and Yabonsgo deposits.
The Kao deposit is centered on a metric to pluri-metric thick mineralized structure oriented NW-SE which has
developed along the footwall of a reverse fault within a deformed granodiorite to quartz-monzodiorite intrusive. It
has 500m of strike-length and dips from 25° to 40-45° towards the NE where it remains open at depth. There are
two sets of structures: (i) the dominant shallow east-dipping structure that extends the full length of the deposit in
a north-west direction, which is transected by (ii) steeper, north to northeast-dipping set of thinner quartz veins that
crosscut the north-west structure. The structures are weakly to intensely foliated, sericite-carbonate-silica altered
and are host to multiple generations of quartz-carbonate-sericite-pyrite-arsenopyrite veining. Arsenopyrite with
quartz veining generally correlate with higher gold grades.
46
The North Kao deposit hosted in the Kao intrusive was hidden under a thick laterite cover laying over approximately
60m of saprolite. It consists of a stacked sequence of structurally controlled tabular bodies, defined by pervasive
quartz-sericite-pyrite alteration, breccia and locally distributed stockwork, shear and extensional veins. Gold is
closely associated with each of these features. The main one striking north to NNW. A new second zone unmined
yet, the Kao North Eastern extension, discovered in 2017 is located 500m to the east, running parallel the eastern
edge of the Kao Intrusive over known strike length of 800m. It is still open to the south.
The GGI deposit has continuous lenses of gold mineralized rock over an East-West strike length of 2,100m. It consists
of up to 10 discrete lenses, ranging from five to 40m thick, dipping near vertically.
The GGII deposit is like GGI, with an East-West strike length of 2,400m. There are three to five steeply dipping lenses
along strike, with widths ranging from 5m to 30m. Higher grade steeply plunging shoots that occur at distinct flexures
along strike are targets for deeper drilling.
The Rambo deposit comprises several relatively small mineralized lenses with the main zone containing a steeply
plunging mineralized shoot. The deposit has an east-west strike length of approximately 450m and dips steeply to
the South, along with a down-dip length of 230m. Thicknesses of the mineralized zones ranges from about 2.5 to
25m.
The Nami deposit is composed of three mineralized lenses with shallow dips of 20 to 25° toward the west-south-
west. The strike length of the Nami deposit is about 550m, with a down-plunge extent of 300m, and a thickness of
the mineralized zone ranging from about 2.5 to 30m. The deposit, which exhibits good continuity, is open to the
west, north and south.
The Yabonsgo deposit is located along a regional NE striking shear zone and is defined over 600m inside a 1.3km
long by 175m maximum width vertical porphyritic granodiorite body intruding an extensive meta-volcano-
sedimentary unit. The mineralization is related to a system of stacked flat to low-dipping quartz veins centered on
the intrusive. The deposit is open at depth and shows discontinuous extensions toward the SW and NE directions
along the shear zone.
The Karma deposits have characteristics of mesothermal, shear-hosted gold deposits associated with orogenic
activity. Elements of stratigraphic control may result from mineralization/alteration being channeled along specific
structural/lithological controls, such as competency contrasts between intrusive and sedimentary rocks that have
affected porosity and fluid flow. The Karma deposits may be best described as structurally controlled, orogenic,
hydrothermal deposits.
EXPLORATION
Initial exploration activities in the 1990s on the Kao permit by previous owners consisted of soil and rock geochemical
surveys. After acquiring the property in 2004, True Gold completed a regional exploration program which included
RC and diamond core drilling. The Kao deposit was discovered in 2006 during a RAB drill program on a soil
geochemical anomaly.
The former Goulagou, Youba and Rounga permits were explored by Channel Resources from 1994 to 2000. From all
the targets and anomalies, the GGI and GGII became the main focus of interest due to RAB drilling of soil geochemical
anomalies. Several drilling campaigns followed during the period 2000 to 2005 and in 2007, Golden Star engaged
SRK Consulting to prepare a NI 43-101 compliant resource estimate for the GGI and GGII deposits. Between 2007
and 2012, True Gold completed an important exploration program and definition drilling. Mineral resource updates
on the deposits were completed in 2009, 2011, 2012, 2014 and also in 2017 in respect of the North Kao deposit.
Following its acquisition of the Rambo permit in 2003, True Gold completed detailed field work and drilling
campaigns to delineate the Rambo gold zone and define a mineral resource, including in 2010 the Nami deposit,
47
located 4km NE of Rambo. Several NI 43-101 compliant mineral resource estimates were completed from 2009 to
2014
Drilling activity in 2015 was limited to near-mine site condemnation and geotechnical holes. Drilling in 2016 was
focused on North Kao with a goal to upgrade the mineral resources from inferred to indicated category.
In 2017, the Karma exploration program amounted to $3 million, consisting of a total of 1,355m DD holes and
40,165m RC holes on the Goulagou corridor, Rambo West, North Kao and Yabonsgo targets, all located within 15km
of the mine plant.
In 2018, the exploration program exceeded $2 million, consisting of a total of 990m DD holes and 28,231m AC/RC
holes on Yabonsgo, Rambo West, North Kao and Rounga targets, including first test drilling on Mogombouli Main
and North targets in the Zanna permit. In addition, a 21,186m auger drilling program looked for potential continuity
of Kao mineralization over a large area on and surrounding the Kao intrusive.
On Yabonsgo, 26 infill RC holes (3,052m) on the 600m long central area allowed the identification of a maiden
Indicated resource totaling 2.9Mt at 1.28g/t Au containing 119 koz. Also, expanding on the 2017 program, 50 ARC
holes for 3,328m aimed to identify north-east and south-west extensions of this deposit.
At Rambo West, 14 ARC holes (1,271m) of resource definition drilling showed continuity of mineralized lens leading
to a potential addition in the order of 10koz of oxide resources.
On the North Kao eastern extension discovered in 2017, a 25-meter spaced infilling program (108 ARC holes, 8,044m)
successfully followed on the 50m x 50m existing 2017 fences. It demonstrated the lateral continuity of the low east-
dipping lenses showing a pinch-and-swell style while better defining the known 800m strike length. Also, 100m to
150m spaced exploration fences drilled further to the south-east identified potentially economic lodes over another
250m southward.
The Rounga North and South targets were drilled with eight DD holes (990m) and 38 RC holes (4,379m) to check for
north-south lode continuity across an average fence width of 350m. The drilling allowed to describe the structural
context as an array of low east-dipping thrust faults going parallel to a diorite over tholeiitic basalt contact.
Mineralization occurs along these thrusts as extensional quartz veining with local sulfide-rich pockets but shows
mostly discontinuous grades adding up to small ore volumes low average grade.
In 2019, a drilling program of $1.2 million for approximately 27,000m was spent to infill GGI, to define extensions of
Kao known deposits and to identify new mineralizations elsewhere in the intrusive.
An exploration program of $1 million, totaling 61,500m of RC drilling was completed in 2020, to infill drill and test
extensions a number of near mine targets including Kao Main, GG1, Kao North, Rambo West and Nami. Drilling
defined a southern continuation of the Kao North East deposit, 200m outside of the mining permit.
SAMPLING AND DATA VERIFICATION
A comprehensive QA/QC program was established throughout the drilling campaigns. Appropriate standards and
coarse blanks were inserted into the assay stream at regular intervals. Duplicate samples from the drill rig rejects
were submitted at regular intervals. The results of the controls were monitored on a regular basis, before assays
were entered into the master assay databases. Samples for Karma were prepared by ALS in Ouagadougou and
assayed for Au at their facility; however significant numbers of pulps were assayed in Johannesburg, South Africa or
in North Vancouver, Canada. At exploration stage, umpire assaying over chosen subsets of mineralized interceptions
were also performed at SGS laboratory in Ouagadougou. Assaying for Au was by fire assay/atomic absorption
("FA/AA"), and for samples grading in excess of 1-gram Au per tonne, prior to July 2013, and 5 grams Au per tonne
thereafter, by fire assay with gravimetric finish ("FA/grav"). Gravimetric assay values were used in preference to
FA/AA numbers. The procedures adopted for sample handling and preparation, security and analyses were
48
appropriate, and the data acquired and analyzed was found by the consultants to be satisfactory for use in a mineral
resource estimate calculation.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
The mineral resources for GGII, Kao and Rambo deposits were estimated during the feasibility study work in 2013
by P&E Consultants and have been depleted by mining. As of December 31, 2019, there is no change in the resources
for these deposits in 2020. The mineral resources for Kao North, Yabonsgo, Nami and Rambo West were updated
in 2018 and 2019 as previously reported. Kao North and GGI were the only active mining areas in 2020.
GGI Resource Modeling
The GGI resource model was updated based upon an updated interpretation after the initial grade control drilling.
Weathering and geologic interpretations based on geological logging were used to define oxide, transitional and
fresh weathering domains, and define the geologic controls on the mineralization. Robust mineralization
interpretations were based primarily on a nominal gold grade cut-off of 0.2g/t Au and the geologic interpretations.
The primary gold estimation method for GGI is Localized Multiple Indicator Kriging ("LMIK"). LMIK is considered by
Cube Consultants to be the most appropriate method for the estimation of local recoverable resources for this
deposit, as it produces representative grade-tonnage functions which are in good accordance with volume-variance
relationship principles. The final Mineral Resource is a diluted recoverable resource estimate. The process attempts
to estimate the recoverable tonnage and grade based on the dimensions of the SMU, which is regarded as
representative of what is practically achievable during actual mining. Estimation is undertaken using relatively large
panels and within domains defined by a lower grade cut-off and therefore can be considered as being 'diluted' as
the panels are estimated using all data within these broad mineralized envelopes.
A range of criteria were considered when assessing the mineral resource classification for each deposit including
geological and mineralization continuity, modeling technique, local estimation bias.
The mineral resource is reported at a 0.40g/t gold cut-off grade, within a Whittle optimized pit shell based on a gold
price of $1,500/oz.
Nami Resource Modeling
The Nami resource model was updated based upon an updated interpretation of the data.
The weathering data was interpreted from the geologic logging to define the laterite, saprolite, the transition
material, and the fresh rock boundaries. The density in the model was defined within these weathering domains.
A threshold of 0.2g/t Au has been used to distinguish non-mineralized and mineralized material. The mineralization
is predominately hosted by the tectonic breccias within the granodiorite country rock. The mineralized zones were
defined by wireframes which were used as constraints in the block model. Composite samples were calculated
within the mineralized zones at a two-meter interval. A 5.0g/t Au was used to limit the impact of the high-grade
samples.
The resource gold grade was calculated using ordinary kriging within the mineralized domains in two passes. The
first within a maximum search radius of 50m was used to define the indicated and the second up to 100m within the
mineralized zones used to define the inferred.
49
The mineral resource is reported at a 0.30g/t gold cut-off grade, within a Whittle optimized pit shell based on a gold
price of $1,500/oz.
MINING
The Karma mine plan consists of multiple open pits which are developed in a sequence, with multiple pits being
mined at the same time, to provide the ore feed for the heap leach operations.
The mining method at Karma is conventional open-pit mining using loading and hauling equipment to transport ore
from the pit to the ROM pad. Mining is done by three Komatsu PC-1250 excavators and thirteen Komatsu H785 100
t dump trucks. The load and haul fleet are supported by an ancillary fleet including a wheel dozer, four track dozers
and two motor graders. After an extensive tender process Karma transitioned to contractor mining in June 2020
when SFTP was awarded the mining contract. The transition included equipment, spare parts and tooling purchase.
The majority of the on-site mining workforce was immediately employed by SFTP.
The material mined is primarily free digging, although during certain periods of the LOM, drill and blast activities is
required at a relatively low powder factor to blast hard laterite or clay material. Drill and blast activities is carried
out by SFTP and explosives are supplied by BME. Explosive used is INNOVEX 100. Emulsion product is pumped down
115mm diameter holes and 10m deep with a sub-drill of 1m. The production drill fleet consists of one DP1500
Sandvik Drill Rig – top hammer, mainly drilling 115mm-127mm diameter holes.
In 2019 the grade control program was modified at North Kao by the implementation of 30m length RC drillholes
dipping at 60 degrees on a 12.5m x 12.5m spaced grid pattern thus helping to refine well in advance the ore-blocks
modeling and delineation.
Commercial production was declared on October 1, 2016. In Q4 2017 additional capacity at the processing facility
became available due to the successful commissioning of the redesigned front-end and other plant optimization
activities. Rambo deposit was mined out in Q4 2017. In 2018, mining activities focused on GG2 and Kao deposits.
In 2020, Karma mined 14.4Mt of waste and 4.8Mt of ore at an average gold grade of 0.83g/t containing 127koz of
gold. A total of 4.9Mt of ore was processed at 0.84g/t average grade containing 131koz with an average recovery of
77% producing slightly over 100.5koz gold (98koz poured).
METALLURGY AND MINERAL PROCESSING
Metallurgical Testwork
Metallurgical test work was conducted by Kappes, Cassiday and Associates between 2010 and 2012 to initially assess
the gold processing method to be used at Karma. The tests concluded that heap leaching was the best process
method for recovering gold. In support of this study, further test work was conducted by McClelland Laboratories in
2012 and 2013, which focused on developing recoveries and reagent consumptions for each ore type.
Subsequent to the start-up of operations, day to day leach tests, metallurgical accounting balance, and drilling of
the leached heap pads are conducted to determine gold recovery.
Ongoing test work of the ore recovered from the current Kao North and GGI pits (as well as for future resources) is
conducted to determine the recovery characteristics of the planned ore feed. Graphitic and sulfide material that is
deemed not economically recoverable by the heap leach process is separated and stored on identified stockpiles for
possible treatment with more involved processes at a later date.
Mineral Processing
The Karma process plant design was designed by SENET based on gold heap leach technology and consisted of two
crushing circuits (for soft and hard ore respectively), agglomeration and stacking, heap leaching with cyanide solution
50
followed by adsorption of the pregnant solution, elution and gold smelting. Services to the process plant include
cement addition, reagent make-up, storage and distribution, water and air supply.
Recovery of gold is accomplished via heap leaching whereby the heap is fed with a mixture of crushed and sized ore
that has cement and water added to form agglomerates that are transported from the process facility by a
combination of fixed and portable conveyors to a radial stacker. The radial stacker builds the heaps and removable
conveyors allow for the development of the heaps in a retreating direction back towards the main conveyor system
beside the Heap Leach pads. The gold in the ore is extracted by an irrigation system which involves the spraying of
a cyanide solution over the stacked heaps, which soaks the ore in the heap and allows gold bearing material to
percolate downward to a HDPE (high density polyethylene) plastic liner where it is then collected via under-drain
manifolds in a direct solution to the catchment ponds. This pregnant solution is then pumped to a cascade
adsorption-desorption-regeneration ("ADR") plant where the pregnant solution is cascaded through a carbon
adsorption circuit. Once enough gold has been adsorbed on to the carbon, the loaded carbon is acid washed prior
to elution, followed by reactivation of the eluted carbon. The pregnant solution from the elution circuit is stripped
from the carbon and the gold electrowon onto cathodes as sludge. Periodically the sludge is washed off the cathodes
and dried. The dried gold sludge is smelted, and dried fluxes are added, to produce gold doré, which is shipped to
refineries.
The heap leach plant can process up to 5.0Mtpa of oxide and transition ore for the recovery and extraction of gold
from the pits. Only a minimal amount of sulphides extracted from Rambo and Nami pits will be processed through
the heap leach plant. Gold cannot be recovered by heap leaching sulphidic material from GGI, GGII and Kao due to
its refractory nature. Metallurgical tests have been conducted to determine the recovery characteristics of the
refractory nature of the North Kao ore.
Karma's plant optimization program was completed in 2017 to replace the front-end crushing circuit and the ADR
plant, as well as several other plant component modules. The new crushing plant features apron feeders, MMD
mineral sizers and surge bins and has improved the throughput and reliability of the original design of the operation
inherited by Endeavour. A new 8-ton cascade tank ADR plant has replaced the 5-ton column ADR plant.
A new extended stacking conveyor system and pump system upgrade was commissioned in February 2020 to
accommodate longer and higher cell placement and improve stacking throughput. A total of 5 x 10m lifts are planned
on the existing heap leach pads. The 3rd lift was commenced in Q4 2019. Upgrades to the pumping and electrical
system were completed in early Q1 2020.
ENVIRONMENTAL, PERMITTING & SOCIAL
An ESIA has been completed and environmental permits have been granted covering the open pit mining operations,
the plant site and surface infrastructure.
In 2018 a RAP for the resettlement of the Boulounga Phase 2 was completed and successfully implemented. A total
of 101 concessions were built, relocating about 700 people. The new village opened in September 2018 and has
solar streetlights, two water wells and two water treatment stations, a six-class primary school with housing for
teachers and a sports field. Each new house is also equipped with solar panels.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
peanut farming, soap fabrication, sheep fattening and micro-credit program.
For the year ended December 31, 2020, the Karma Mine contributed $1.81 million to the government-mandated
Local Mining Development Fund, which requires a contribution of 1% of revenue.
INFRASTRUCTURE
Electricity is supplied to the project from six 1.0Mwh diesel Caterpillar generators.
51
Water supply is from a raw water storage pond of 340,000m
3
and a storm water pond with a capacity of 1,250,000m
3
.
The storm water pond provides capacity for rainfall events during the rainy season and water storage during the dry
season. The ponds are filled (if necessary) by pumping water from a nearby dam during the rainy season.
Fuel storage comprises of ten 67 m³ double skinned self-bunded fuel storage tanks (670m3 total capacity) and pump
skids located within the mining services area. This provides sufficient fuel for the needs of the mining fleet and
emergency power for two weeks. The fuel farm is managed by the fuel supplier (TOTAL) with fuel trucked in regular
from Ouagadougou to maintain volumes.
COSTS
Table 7: 2020 Cash Operating Costs
Item Unit Cost ($)
Mining Costs inc Haulage & HME 2.32/t mined
Processing & Maintenance Costs 6.76/t milled
On Site General Administration Costs 2.16/t milled
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020 Karma produced 98koz at an AISC of $1,007/oz. The 2021 production is estimated to be 80koz -90koz at an
AISC of $1,220 to $1,300/oz.
Early in 2021, the 2020 exploration program results for Kao and other targets will be further interpreted. No material
drilling is planned for 2021.
MANA MINE, BURKINA FASO
Below is a reproduction of the summary contained in the technical report entitled “Mana Property, Burkina Faso, NI
43 101 Technical Report, Disclosing the Results of the Siou Underground Prefeasibility Study”, dated March 26, 2018,
with an effective date of December 31, 2017 (the “Mana Report”) and prepared under the supervision of Richard
Gowans from Micon, with the participation of Christopher Jacobs from Micon, Eur Ing Bruce Pilcher from Micon,
Jane Spooner from Micon, and Charley Murahwi from Micon, all “Qualified Persons” under NI 43-101. Portions of
the following information are based on assumptions, qualifications and procedures which are not fully described
herein. Readers should consult the Mana Report which is available under SEMAFO’s profile on SEDAR at
www.sedar.com to obtain further particulars regarding the Mana gold deposit. For greater certainty, the Mana
Report is not and shall not be deemed to be incorporated by reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the Mana Report has been
updated under the supervision of, or reviewed by, Michel Plasse, P.Geo, Group Manager – Operations Geology and
Reconciliation at Endeavour for the Mineral Resources, Denis Fleury, Chief Engineer at Mana Mine (Endeavour),
P.Eng, CP CIMM, for the underground Mineral Reserves at Siou and Wona, and Salih Ramazan, FAusIMM, Vice
President Mine Planning at Endeavour, in the case of Mining Reserves for the open pit mining at Mana, each of
whom is a “Qualified Person” under NI 43-101.
LOCATION
The Mana gold deposits lie within the Mana permit group located in Burkina Faso, West Africa. The property lies
approximately 210 km west-southwest of Ouagadougou, the capital of Burkina Faso. The plant is centred on UTM
coordinates 455,442m E and 1,325,534m N (WGS84 Zone 31 North).
52
The Mana operation is accessible by road from the capital city of Ouagadougou via 206 km on sealed road
N1to Ouahabou, then to Banou via a 32 km route on dirt road D29; then from Banou to Wona, a 24 km dirt road
transiting through local villages of Kahin, Kan & Bana.
Access to the various parts of the concessions is provided by a network of roads and trails that were locally upgraded
or built by Semafo BF (defined below). An approximate 15 km haul road has been constructed between the Mana
mine and Siou deposit.
The climate of Burkina Faso is semi-arid, with a rainy season from May to September, and a hot dry season from
February to April, with a mean annual rainfall of 736 mm. Access for exploration activities are limited during the
rainy season.
OWNERSHIP
Mana's mineral rights comprise of one mining exploitation permit (the "Mana License"). The Mana License is held
by Semafo Burkina Faso (“Semafo BF”). Endeavour, indirectly through its subsidiary Semafo (Barbados) Ltd., holds
a 90% stake in Semafo BF. The remaining 10% interest in Semafo BF is held by the State of Burkina Faso. Pursuant to
its mining convention with the State and local legislation, Endeavour is to pay the State of Burkina Faso a 3% to 5%
royalty, on a sliding scale based on prevailing gold prices (i.e. all shipments with gold spot prices lower or equal to
$1,000 per ounce are subject to a royalty rate of 3%, a 4% rate is applied to all shipments with gold spot prices
between $1,000 and $1,300 per ounce, and a 5% royalty rate is applied on all shipments with a gold spot price
greater than $1,300 per ounce). Mana corporate tax rate is 17.5%.
Following several extension procedures in 2013 and 2014 and one partial abandonment of perimeter in 2019,
the Mana License went from an original area of 93.5 km² to a current perimeter of 76.88 km². The Mana License
expires on March 19, 2027 and is renewable for consecutive five-year periods.
Endeavour holds nine contiguous exploration permits collectively known as the Mana permit group,
covering approximately 1,262 km
2
.
HISTORY
All but one of the permits forming the Mana Property were obtained by Mana Mineral SARL, an indirect subsidiary
of Endeavour, directly from the government of Burkina Faso. No previous work was carried out in the area apart
from minor artisanal mining. Exploration work by Mana Mineral SARL on the Mana property started in October 1997
and led to the initial discovery of the Nyafé, Filon 67 and Wona deposits. The latter was renamed Wona-
Kona following the discovery of the Kona deposit in 2010. A formal feasibility study and environmental impact study
were initiated in 2004. The results of the feasibility study were made public in August 2005 while the environmental
impact study was completed in 2006.
A public hearing on environmental impact began in 2006. The Ministry of Environment of Burkina Faso approved the
project and the mining permit for development of the Wona and Nyafé deposits was granted in February 2007.
Mill start-up took place on February 15, 2008 and the first doré bar was poured on March 31, 2008. Initial capacity
was 2,000 t/d based on ball mill capacity. A few months later, the capacity was increased to 4,000 t/d. In 2010, a
semi-autogenous grinding (SAG) mill was added to increase mill throughput to 6,000 t/d. Two additional carbon in
leach tanks (CIL) were added in 2010 to optimize gold recovery. In February 2011, a fourth phase of plant expansion
to attain up to 7,200 t/d in fresh ore and up to 8,000 t/d in blended fresh and oxide ore was launched.
The principal changes to the processing plant include the installation of a new pebble crusher into the grinding
circuit, addition of two new generation units to the power plant, addition of an additional CIL tank, upgrade of the
elution circuit and upgrading all services in the mill. The commissioning of the latest expansion (Phase 4) was
completed in July 2012 and current plant capacity exceeds nameplate capacity.
Further exploration between 2010 and 2016 led to the discovery and delineation of five different mineralized zones,
of which two, Siou and Fofina, have since contributed significantly to gold production. More recently, drilling has
principally focused on evaluating the underground potential of the Siou deposit which subsequently commenced
ore production in the first quarter of 2020.
53
Minor exploration was completed by Goldrush on the Pompoi permit, prior to the acquisition by SEMAFO, including
a soil sampling program on the south part of the permit and 131m (five holes) of air core drilling to test two soil
sample anomalies.
There are no historical mineral resource or reserve estimates on the property prepared prior to SEMAFO gaining the
Mana permits.
GEOLOGY
The Mana district is located in the northern part of the Houndé greenstone belt. Five gold deposits, Wona-
Kona, Nyafé, Fofina, Yaho and Siou, are hosted in different rock types. The lithostratigraphic succession is typical of
greenstone belts and is characterized at the base by a major tholeiitic basaltic suite with some intercalations of
argillic sedimentary rocks that are overlain by predominant pelagic and detrital sedimentary rocks (shale,
sandstones, greywacke and volcanoclastics). The Mana district basalt unit has undergone submarine hydrothermal
alteration with epidote, chlorite and local albite, and shows zones of strong silicification, some of which are
anomalous in gold. The Paleoproterozoic formations are affected by polyphase deformation and greenschist facies
metamorphism with amphibolite facies assemblages that locally occur as metamorphic aureoles around some later
formed granitoids.
All deposits on the Mana property are characterized as typical West African, shear-hosted orogenic gold deposits.
The major sulphides associated with the gold mineralization are pyrite and arsenopyrite. Free visible gold is
encountered at the Wona-Kona and Siou deposits. Magnetite occurs as small millimetric prisms along schistosity
planes in the walls of mineralized zones. The five major deposits of the Mana property are described below.
The Wona-Kona deposit is hosted in a series of deformed sedimentary, volcano-sedimentary and metavolcanic rocks.
The gold mineralization has developed along a major northeast-southwest subvertical fault zone of regional extent.
The shear zone is about 200m wide in the Wona-Kona pit sector. The original stratigraphic sequence is a succession
of pelitic sediments with graphitic horizons and volcanoclastics. They have been affected by a pervasive schistosity
associated with vertical movements along the fault (the east block rising with respect to the west one) as well as
sinistral lateral movements. Those foliated rocks are cut by mafic to intermediate dykes. The mineralization appears
to be associated with movement along the fault accompanied by hydrothermal fluid circulation and intense
silicification.
The Nyafé and related Filon 67 deposits are hosted in a purely volcanic sequence of basalt and mafic tuffs. The
original stratigraphic sequence is sub-horizontal and overturned, with pillow lava at the bottom, pillow breccias and
finally massive lava at the top. Several subvertical decimetre scale dykes crosscut the volcanic sequence. The Filon 67
(F67) deposit, adjacent to Nyafé is composed of quartz veins associated to shear zones with dextral motion within a
package of greenschist rocks. These composite veins show textures indicative of several successive phases of
mineralization.
The Fofina deposit is divided into two sectors separated by a zone of volcaniclastic/mafic volcanic rocks. The western
zones are located in a sheared sedimentary unit dipping moderately west and trending north-northeast. They are
related to a rheological contact with a massive basalt unit to the east. The eastern zones are within the basaltic lavas
and have similar characteristics to the Nyafé deposit.
The Yaho deposit is hosted in a wide north-striking and steeply west-dipping sandstone unit flanked by shales and
siltstones to the west and basaltic flows to the east. The mineralization is associated with silicified and sericitized
corridors within the sandstone which also contain increased amounts of sulphides, pyrite and arsenopyrite.
The Siou deposit is a typical shear-hosted quartz vein deposit. The two principal zones are the Siou and No. 9 zones.
The Siou zone is hosted in a single quartz vein located within the Siou Granitic Intrusive, but near the contact with
sandstones and shales to the west. The No. 9 zone is located at the contact between the sediments and
the Siou Intrusive and generally consists of quartz veining and veinlets intruding the granitic intrusive. Both
the Siou and No. 9 zones are north-striking and moderately east-dipping.
54
EXPLORATION
Exploration work at Mana started in October 1997. Work in 1998-1999 led to the discovery of the Nyafé deposit (to
the south of the mining permit). After acquiring the Fobiri permit in July of 1999, geochemical and geophysical
(gradient induced polarization (“IP”) or IP and magnetometric) prospecting on the Mana and Fobiri permits helped
identify other anomalous zones, i.e. the 67 zone to the SE of Nyafe, the Maoula zone to the south and the Wona
zone to the north. All those zones were elongated along the same NE-SW orientation as the Nyafé zone.
Detailed work on the Wona anomaly started in 2000-2001 confirmed the extension of the Wona structure over a
1,600m strike length with opening at both NE and SW extremities. Between 2002 and 2008, exploration activities
focused on delineation and growth of the Wona-Kona deposit resource and reserves, to enable completion of
feasibility studies.
Exploration drilling between 2009 and 2012 focused on Wona SW and Kona Zones and extending the mineralization
trends vertically and laterally. Holes were also drilled to delineate mineralization at the Fofina, Fobiri,
and Yaho deposits, and expanding understanding of the Maoula, Filon 67 and Nyafé deposits.
By 2012, eight separate deposits were recognized on the Mana property. The Wona open pit mine was in production
over a strike length of 4.8 km which provided the bulk of the ore for processing. The Nyafé deposit represented a
higher grade but thinner mineralized structure. The Filon67, Maoula, Fobiri and Fofina deposits represented thinner
mineralized vein systems. The Yaho deposit, which represented a new geological context for mineralization on the
Mana property, sediment hosted mineralization. And the higher grade Siou deposit which consisted of six sub-
parallel shear zones dipping moderately to the east.
In 2013 and 2014, following the Siou discovery, exploration activity was dedicated to the east half of the property,
especially proximal to the Siou Intrusive. This work has considerably added to the understanding of the eastern limit
of the Houndé Belt.
In 2015, following the takeover of Orbis Gold, resource estimates were released for Nabanga and Natougou gold
deposits, located in the east of the country. In 2016 and 2017 delineation drilling provided positive results from
Yama, a recently discovered mineralized zone located 22 kilometers southwest of the Mana mill and hosted by the
same structure hosting the Wona-Kona mineralization.
In 2018 an exploration budget of $3.3 million contributed to the drilling of 24,022m of RC (177 holes), 5,270.80m of
DD (17 holes), eight RC holes with DD tails (1,198m RC plus 2,406m DD) and 71,843m of auger (5,610 holes).
In 2019 an exploration budget of $3.77 million contributed to the drilling of 19,197m of RC (158 holes) and 35,707m
of auger (3,492 holes).
In 2020, Endeavour spent a total of $3 million following the integration of Mana. During the full year, a total of
28,500m were drilled to follow up on resource expansion and targets identified by geological review. Drilling focused
on the Kona open pit to evaluate the northeast extension of the Wona Kona Shear, the northeast extension of the
Siou and Zone 9 shears. Further drilling was completed on the Bana permit to test geologic models for mineralization
at the Kana and Kokoi West targets, where assay results are pending. Infill drilling at the southern end of the Siou
underground was focused on the Inferred material and to evaluate the northeast continuations of oxide
mineralization at both the Kona and Siou open pits.
SAMPLING AND DATA VERIFICATION
Drilling and survey procedures observed are to acceptable industry standards, appropriate to the deposits being
drilled, and appropriate for mineral resource estimation.
All assays for the most recent exploration campaigns were done by ALS-Chemex Burkina SARL with 50g fire-assay
analyses. Semafo BF’s on-site lab was used for sample preparation and analysis of RC and core drilling samples of
the GC campaigns.
55
Semafo BF uses its on-site lab for sample preparation and analysis of Grade Control RC and core drilling
samples. Semafo BF also uses ALS-Chemex in Ouagadougou for sample preparation and assaying of umpire RC and
core drilling samples. The on-site lab does not have recognized accreditation but participates in international
proficiency testing programs. ALS-Chemex Burkina SARL is a commercial laboratory independent of the Mana Mine.
In general, the results of the assays were within acceptable limits and deemed suitable for use in the mineral
resource database. Any data deemed not to be suitable was removed from the database. All historical data has been
assessed for accuracy and incorporated into the database and was found acceptable for use in geological and mineral
resource evaluations.
The sampling and assaying are monitored through the implementation of a QA/QC program to ensure the reliability
and trustworthiness of exploration data.
Sampling, logging procedures and QA/QC results were reviewed by Semafo BF’s QP and found to be appropriate and
conducted to industry standards. Semafo BF considers that the sampling, analytical methods and security
procedures are adequate for the purposes of the resource estimation of the deposits.
MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
Resource block models have been created for each individual deposit. Three-dimensional (3D) mineralized solids are
first interpreted from drill hole data, limiting resources to the material inside those solids. All blocks interpolated
below the surface topography through mine survey (as at December 31, 2020), makes up the mineral inventory at
that date. Blocks are classified as Measured, Indicated or Inferred, based on their relative proximity to the drillhole
composites and corresponding confidence level. Technical and economic factors are then applied to the geological
resource model to perform open pit and underground stope optimizations. The gold cut-off grades were applied to
these blocks to decide if the block should be processed as ore or treated as waste, and the economic ore blocks
within the classification Measured and Indicated are reported as Mineral Reserve.
Drill hole exploration data is stored and managed using the Geobank, data management system from Micromine.
Grade control data are stored and managed using the Fusion data management system from Datamine. Mineralized
envelopes have been interpreted using Micromine software. Wireframes were generated using Leapfrog software.
Resources were modelled using Studio RM, NPV Scheduler and MSO (Mineable Shape Optimizer) software packages
from Datamine.
NPV scheduler from Datamine was used to perform the pit optimization and undertake the production
scheduling. The gold price assumption for the Wona open pit was $1,500/oz, whilst the underground
reserve gold price assumption was $1300/oz. The reason to use $1500/oz gold price for Wona open pit, is that it has
less than 18 months of operation and considering the current market gold price in excess of $1,700/oz, the higher
gold price for the asset with such short life is considered appropriate. Siou underground mine is currently in
operation, and is planned to be mined into 2025, hence a lower price of $1300/oz was considered appropriate for
this increased duration of mining. An update to the previous pre-feasibility study (“PFS”) has been completed and
has incorporated the underground mining reserves of Wona.
MINING AND METALLURGY AND MINERAL PROCESSING
Two mining methods are employed at the Mana Mine, namely open pit and underground. Open pit mining will
continue in 2021 in the Wona South pit, and underground mining at Siou. Following completion of
the updated PFS, underground mining will be employed below the Wona open pit, in addition to the
existing Siou underground mine.
56
Open Pit Mining
Open pit mine production at Mana averages approximately 5,000 t/d of ore (bedrock), and mining has
been mainly active in the Wona and Siou pits prior to 2021.
To achieve optimal plant performance, open pit and underground ore is blended to a maximum of 7,000 t/d for
processing in the mill.
The Siou open pit was exhausted in 2020, and open pit production will focus on the southern half of the Wona pit in
2021. Mining is carried out using a mix of ‘owner’ and ‘rental’ fleets. The equipment ranges from 120-250 t backhoe
excavators, loading 90t rigid dump trucks. Drilling is currently carried out using the equipment (50% Endeavour
owned, and the remainder iscontracted).
The current stages of the open pit mining require waste stripping (Stage 3) for approximately eight months, to
remove ~8Mt of waste before reaching ore. During this waste stripping, ore supply to the plant will be from
the underground mining at Siou and the open pit mining of Wona South (Stage 2).
Two pit wall failures within the Wona pit (2018, and 2019), resulted in an external geotechnical review being
conducted by Golder Associates. Golder Associates carried out a number of geotechnical studies at Wona and
provided the geotechnical parameters for Wona Pit shell design (batter angle, batter height, berm width and IRA)
for various geotechnical domains (Geotechnical Review of the Wona Pit Slope Stability, July, 2020). The Endeavour
Group Manager for Geotechnical Engineering reviewed the geotechnical rock mass domains, Golder analysis and
design, and provided the updated geotechnical design criteria (Geotechnical design Review of Wona Pit, October
2020). Major geotechnical domains at Wona Pit have been defined based on weathering and rock strength,
comprising saprolite, saprock and fresh rock. The fresh rock lithological units include volcaniclastic mafics, greywacke
and graphitic shale.
Nyafé satellite pit is not included in the reserve reported as at December 31, 2020, due
to the refractory characteristics of the remaining ore, which cannot be processed with the existing
plant configuration. Siou open pit has been depleted since it was reported in the YE 2019 Mineral Reserve. Yama
satellite pit was also removed from the mineral reserve estimate due to non-starting of the permitting
process. Fofina satellite pit was also removed from the YE 2020 Mineral Reserve estimate due to the content not
being significant as there is only 4 koz located at 25 km from the plant.
Production drilling and blasting is carried out on 10m benches. Loading and hauling is carried out in four flitches each
measuring 2.5 m. The highly weathered zone of oxide (clays and saprolite) and transitional zone with a density below
2.0 t/m3 are amenable to free digging. Emulsion is used in both wet and dry blasting for efficiency.
Sampling commences with grade control drilling ahead of the mining front, aimed at assisting the short to medium
term mine planning process. Grade control drilling is carried out by a drilling contractor and the samples are tested
at on site laboratory. Around 5% of the mineralized material declared by site laboratory are tested at the external
ALS lab. The grade control is based on 152mm diameter RC drilling on a pattern of 12.5m x 10 m. The holes are
angled between 42 and 60 degrees from both hanging and footwall (sub vertical ore body) sides of the ore zones to
provide a good intersection with the mineralized structures and provides for a 10m horizontal and 1.0m vertical
sampling interval.
Underground Mining at Siou
Longitudinal sublevel retreat and transverse open stope long-hole mining methods were selected for Siou
underground due to the inclination of mineralized lenses and varying widths associated with wide stockwork ore
zones. Cemented Rock Fill (CRF) is used to ensure safe ore recovery from secondary transverse stopes. Waste rock
backfill will be used in secondary stopes in all levels other than sill levels (5070 and 4995). Large sill pillars have been
57
left in the first horizon under 5070 level and of the second horizon under 4995 level. These will be extracted late in
the mining sequence.
The mine design and planning was based on the Siou geological model results. Production ramp up to 2,000 t/d
using AUMS as the contract miner was achieved in February 2020. In 2020, 7.7 km of lateral and 0.6 km of vertical
development was completed, 10 km of grade control diamond drilling was realized and ventilation and escapeway
networks were built while delivering 713.7 kt of ore at 4.5 g/t to the processing plant.
Golder Associates was retained to undertake the geotechnical and hydrogeological analysis of the underground
project at Siou, including stope dimension, ground support and pillar dimension. The rock is classified as Good to
Very Good for the four geological units present at Siou. Mining occurs in a very tight bedrock complex which
produces insignificant water inflows into the workings. These inflows are typically associated with isolated quartz
veins in the hanging wall and pink granites. Observations indicate that pore pressures in stopes and drives are
reduced passively. Under steady state conditions a total water inflow of 700 m3/d is estimated for the underground
mine.
Underground Mining at Wona
The mine design and planning were based on the Wona geological model. The Datamine Mineable Stope Optimizer
(MSO) software applied a cut-off grade of 2.25 g/t gold to delineate and select mineable shapes for inclusion into
the Mineral Reserve estimate.
Two underground long-hole mining methods will be used at Wona; longitudinal sublevel retreat and transverse open
stoping. These methods were selected due to the inclination of mineralized lenses and width associated with wide
stockwork ore zones. Longitudinal mining with Cemented rock fill (CRF) will be used when the orebody is narrow,
where stope dimensions vary from 3.5 m to 15 m in width perpendicular to the strike of the orebody, with 15
m stope lengths along strike of the orebody and 25 m stope sublevel intervals. Each level will be backfilled prior to
mining of the level above. The transverse stope dimensions vary from 15 – 30 m perpendicular to the strike of the
orebody, with 15 m stope lengths along strike of the orebody and 25 m stope sublevel intervals. Primary stopes will
be extracted first followed by secondary stopes once backfilling of the adjacent primary stopes are complete. It is
noted that several lenses may be mined independently if there is a minimum 10 m waste pillar between
them. If there is insufficient pillar material, they are either combined into a single stope, or only the economic
portion is mined.
The geotechnical assessment undertaken by Golder Associates and included stope dimension, ground support and
pillar dimensions. The minimum pillar dimension between orebody lenses is kept at 10 m. An external dilution of 0.5
m at the footwall side and 1 m to 2 m dilution at the hanging wall side was included. Mining recovery for the sill
and crown pillars was estimated to be 75% and 50% respectively.
The Mana underground mineralization has been divided into three areas, South, Central and North. These areas will
be accessed via three decline ramps developed from two portals, established on the Wona open pit footwall. The
Wona underground will be developed in two phases.
Dewatering by wells located around the pit will still be required after surface mining has finished. These surface
dewatering wells will assist in keeping the water table down and reduce the quantity of water to be pumped out
from the underground mine. Additional waste rock will be hauled from surface back underground to sustain backfill
operations as insufficient waste rock will be available from underground development.
The ore production rate for Wona Underground is planned to ramp up to 4,000 tpd of combined development and
production stoping ore, utilizing contract mining similar to the Siou Underground.
58
Processing
Gold from the Mana deposit is recovered by a metallurgical plant which was constructed in 2008. Between 2008
and 2020, the Mana plant processed a total of 29.8 Mt of ore coming from the Wona,
Kona, Nyafé, Siou and Fofina pits at an average grade of 2.74 g/t Au and an overall recovery of 90.9% which
produced 2.4Moz of gold. The actual recovery results correlate well with the laboratory tests performed over the
years for different ore types and for all mineralization types including oxides and sulphides.
The Mana plant processes oxide, transition and fresh ore with variable ore characteristics, gold grades and
metallurgical treatment requirements. The primary ores are significantly more competent than the oxide ores. The
flowsheet includes a single stage jaw crusher, two stage SAG/ball milling comminution circuit, pre-leach tanker, CIL
circuit comprising eight tanks, Slurry tails from the CIL circuit
are pumped to the tailings storage facility and supernatant water is recycled back to the mill.
In 2020 a total of 25.6 Mt ore and waste was mined, including 2.22 Mt of ore at an average gold grade of 3.28 g/t
containing 234 koz from the pits and underground. A total of 2.43 Mt ore at an average grade of 3.02 g/t containing
236 koz gold was processed with an overall recovery rate of 93% producing 219 koz of gold.
ENVIRONMENTAL, PERMITTING & SOCIAL
A comprehensive ESIA was completed in 2006.
Several environmental permits have been granted covering the mining and process plant, the Wona, Nyafé, Filon
67, Siou and Fosse and Fofina pits, and surface infrastructure.
Two resettlements have taken place in 2007 and 2014 respectively, with a total of 271 households relocated. In
2020, a range of programs to support impacted local communities have also been implemented, including a water
reservoir, solar lighting, pig farming and poultry farming.
For the year ended December 31, 2020, the Mana Mine contributed $3.6 million to the government-mandated Local
Development Mining Fund, which requires a contribution of 1% of revenue.
INFRASTRUCTURE
Due to the remote location of the Mana site, power is provided by a diesel-fueled generation station located adjacent
to the process plant.
An on-site bulk fuel storage facility is located close to the power plant and provides diesel for power generation,
mine trucks, light vehicles and users at the process plant. Fuel is provided by TOTAL.
Operational water demand is met from tailings storage facility decant, pit dewatering (including precipitation in the
pit area), surface runoff and site groundwater which is collected in raw water dams and ponds around the site. The
total plant water demand is between 2.6 and 2.9 Mm3/y. The surface water collection network consists of five
collection basins located north and south of the treatment plant with a nominal holding capacity of 600,000 m3.
Potable water for the Mana site is supplied from underground wells.
A TSF with a storage capacity of 41 Mm³ of tailings generated by the ore processing operations is required for the
life of the project at a rate of 2.7 Mt/y. Tailings are discharged to the facility via a 5 km pipeline. The supernatant
water is recycled to the plant. Ten control wells around the TSF monitor groundwater quality and fluctuations in the
water table. The TSF embankments are raised annually alternating between the east and west cells, with a total area
of approximately 130 ha. The tailings are deposited alternately in the cells to accelerate consolidation and
evaporation. The Mana TSF was initially designed as an upstream lift however, the current lift is center line lift
59
to increase the safety factor. The last audit was conducted in March 2020 by BBA. No items of material concern were
noted. Starting in 2021 Knight Piésold will be conducting annual audits. A TSF raise is currently underway and will be
completed by July 2021.
COSTS
Table 8: 2020 Cash Operating Costs
Item Unit Cost (US$)
1
Mining Costs
- OP 2.97 /t mined
- UG 56.06 /t mined
Processing & Maintenance Costs 21.66 /t milled
On Site General Administration Costs 7.48
/t milled
(1)
Endeavour acquired SEMAFO on July 1, 2020. The cash operating costs shown represent the period following the
acquisition by Endeavour from July 1, 2020 to December 31, 2020.
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020, Mana produced 219koz at an AISC of $973/oz (pro forma for the year).
In 2021, Mana is expected to produce 170koz-190koz at an AISC of $975-$1,050/oz.
An exploration program of up to $8.0 million is planned for 2021, comprised of 44,000m of drilling, to focus on mine
lease targets including Kona, Siou and Maoula and proximal mine lease targets including Fofina Sud.
SABODALA MASSAWA MINE, SENEGAL
Unless otherwise stated, the information that follows relating to the Sabodala-Massawa Mine is derived from, and
in some instances is an extract from the technical report titled “Sabodala-Massawa Project Pre-feasibility Study,
National Instrument 43-101 Technical Report”, dated August 21, 2020 (the “SAB-MAS Report”). Portions of the
following information are based on assumptions, qualifications and procedures which are not fully described herein.
Readers should consult the full text of the SAB-MAS Report which is available under the Teranga’s profile on SEDAR
at www.sedar.com. For greater certainty, the SAB-MAS Report is not and shall not be deemed to be incorporated by
reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the SAB-MAS Report has been
updated under the supervision of, or reviewed, in the case of resources, by Patti Nakai-Lajoie, P.Geo, Vice President
Mine Geology and Grade Control at Endeavour, and in the case of mining and reserves, by Stephen Ling, P.Eng.
Director, Integrated Strategy and Asset Performance at Endeavour, each of whom is a “Qualified Person” under NI
43-101.
LOCATION
The Sabodala-Massawa Mine is located approximately 650 km east-southeast of the capital of Senegal, Dakar, and
96 km north of the town of Kédougou. Access to the property from Dakar is by sealed road, Highway N1, to the
regional centre of Tambacounda and then via a good all-weather sealed road, Highway N7, 230 km southeast to
Kédougou, connecting with 96 km of sealed and laterite-surfaced roads. The Sabodala-Massawa Mine is located at
13°4’51”N latitude and 12°4’6”W longitude.
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OWNERSHIP
The Sabodala-Massawa Mine consists of two mining liences – the Sabodala exploitation permit (“Sabodala License”)
and the Massawa exploitation permit (“Massawa License”). The Sabodala Licence is held by Sabodala Gold
Operations SA (“SGO”) while the Massawa License is held by Massawa SA (“Massawa”). Endeavour, indirectly
through its subsidiaries, holds a 90% stake in each of SGO and Massawa with the State of Sénégal holding the
remaining interest. Pursuant to its mining convention with the State, for each license, Endeavour is to pay the State
of Sénégal a 5% royalty on gold production.
The Sabodala processing facility is located on the Sabodala Licence, whereas the deposits that will be processed over
the mine life are located across the two License areas. The Sabodala License covers an area of 291.2km
2
and is
renewable for one or several periods of not more than 10 years each until the depletion of the deposit subject to
the condition that Endeavour has satisfied in all material respects its legal and regulatory obligations as set out in
the Sabodala Mining Convention. The initial 10-year period would have expired on April 30, 2017, however the
signing of the amended and restated Sabodala Mining Convention on April 7, 2015 with the government of Senegal
extended the term to January 2025. The Sabodala License will remain renewable for successive five-year terms
thereafter based on anticipated mine life and ongoing regulatory compliance.
Related to Sabodala are two exploration permits held 100% by Sabodala Mining Company Sarl (“SMC”), an indirect
subsidiary of Endeavour - the Bransan and Sounkounkou exploration permits covering 337.3km
2
and 291.7km
2
respectively and valid for four years from April 20, 2018 and renewable twice for three years each time. The
Sounkounkou and Bransan exploration permits are located either adjacent to, or in close proximity to the Sabodala
Mining License. The Sounkounkou exploration permit is held 100% by SMC. The Bransan exploration permit
comprises of Lot A, Lot B and Lot C. The Bransan Lot A permit is held 70% by SMC and a 30% ownership right is
assigned to Senegal Nominees Limited. The Bransan Lot B and Lot C permits are held 100% by SMC.
The Massawa License is contiguous with the Sabodala Lot-A mining concession and covers an area of 320.2km
2
. The
Massawa License is valid for 20 years from February 21, 2020 and may be renewed for periods of five years at a time.
Related to Massawa is the Kanoumba exploration permit which extends to the southwest of the Massawa Mining
License and covers 286km
2
. It is valid for four years from February 25, 2020 and renewable twice for three years
each time. The Kanoumba exploration permit is held 100% by Endeavour through its subsidiary Massawa (Jersey)
Limited.
HISTORY
Sabodala
The Sabodala deposit was discovered by BRGM in 1961. Subsequently, from 1961 to 1998, BRGM, a Soviet-Senegal
joint venture, a Société Minière de Sabodala/Page Mining Ltd. joint venture, and Eximcor-Afrique SA conducted
exploration programs including geological mapping, geochemical sampling, metallurgical studies and limited
exploitation.
In 2004, the government of Senegal announced that the Sabodala area was available for international open tender
and Mineral Deposits Limited (“MDL”), an Australian-based publicly traded mining company, submitted a
competitive bid on the Sabodala Gold project. The Sabodala Gold project was awarded to MDL. The Sabodala Mining
Convention was executed on March 23, 2005 and exploration drilling commenced on June 29, 2005. Subsequently,
a supplementary deed to the Sabodala Mining Convention was executed on January 23, 2007. On May 2, 2007, MDL
received mining concession status for the Sabodala Gold project by decree of the president of Senegal.
Construction and development of the Sabodala Mine and plant occurred throughout 2008 with full commissioning
occurring in early 2009, with first gold poured in March 2009.
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On November 23, 2010, Teranga completed the acquisition of the Sabodala Mine and the Regional Land Package by
way of a restructuring and demerger from MDL.
Massawa
From December 1996 to January 2000, AngloGold Ashanti Limited conducted regional geochemistry, sampling and
mapping, airborne surveying, and drilling over selected targets.
Randgold discovered the Massawa gold deposit in early 2004 utilizing soil surveying methods. The ground was
selected based on a mineralised structure that was interpreted from Landsat imagery to extend south from the
Sabodala gold deposit and Niamia Permit in the north. A total of eleven targets were identified, among which seven
were ranked as a priority for detailed work.
Other than the regional soil geochemistry from AngloGold Ashanti, all of the work at Sofia was completed by
Randgold over several years of exploration. Delya was discovered in early 2004 by a regional soil survey.
On March 4, 2020, Teranga acquired a 90% interest in Massawa from a wholly-owned subsidiary of Barrick Gold
Corporation and its joint venture partner, Compagnie Sénégalaise de Transports Transatlantiques Afrique de l’Ouest
SA (CSTTAO) with the Government of Senegal holding the remaining 10% interest in Massawa.
GEOLOGY
The Sabodala and Massawa Mining Licenses and exploration permits straddle two major divisions of the Kedougou-
Kenieba inlier: the volcanic-dominated Mako Supergroup to the west, and the sediment-dominated Diale-Dalema
Supergroup to the east. The Mako Supergroup consists mainly of tholeiitic basalts and andesitic lavas (massive and
pillowed flows) with minor komatiitic units interbedded with volcanoclastic sediments (pyroclastic banded tuffs and
agglomerates), quartzite and chert as well as ultramafics, dolerites, and gabbros. The Diale and Dalema Supergroup
are characterized by folded sandstones and siltstones interbedded with calc-alkaline ash and lapilli tuffs that are
more pelitic and siliceous in the Diale Supergroup and more calcareous in the Dalema Supergroup.
The Mako and Diale-Dalema supracrustal sequences are intruded by a series of variably deformed granitoid
intrusions that range in age from 2,160 Ma to 2,000 Ma. These include the Karkadian Batholith, which bounds the
Mako Belt to the west, and several major large stocks in the central Mako Belt in the project areas. Northeast
trending intermediate to felsic and later, post-tectonic mafic dykes are present throughout the region, the latter
forming prominent linear magnetic features. Felsic and intermediate composition dykes are often spatially
associated with shear zones hosting gold mineralization, and locally are host to significant gold mineralization
themselves.
Birimian rocks of the Kedougou-Kenieba inlier show a polycyclic deformation and metamorphic history. The first
phase of deformation was compressive followed by a later transcurrent movement and deformation. Major crustal
shear zones regionally bound, and influence the overall north-northeast lithologic grain in the region. These include
a north-northeast trending shear zone which is interpreted to form a boundary between the Mako and Diale-Dalema
groups which is termed the Senegal-Tombo Shear Zone or Main Transcurrent Shear Zone (MTZ). The MTZ hosts the
Massawa and Delya deposits.
EXPLORATION
On the Sabodala Mining License and Exploration Permit in 1961, BRGM conducted initial exploration work on the
Sabodala property which resulted in the discovery of the Sabodala deposit. From 1971 to 1994, subsequent follow
up drilling was undertaken to further delineate mineralization by BRGM and various joint venture partners. In
October 2005, Worley Parsons GPX conducted an airborne survey on 100m line spacing, acquiring magnetic,
radiometric and digital terrain data covering the Near Mine, Faleme, and 60% of the Dembala Berola exploration
projects. In 2007, Fugro Airborne Surveys (Pty) Limited flew an aeromagnetic and radiometric survey over eastern
62
Senegal, on 250m spaced lines on a 135-degree azimuth, at a survey height of 80m. This survey provided coverage
over the remaining parts of the exploration permits. A dipole-dipole IP survey was completed over the mine lease
during 2008. Since 2008, cathedral termite mound sampling was adopted as the preferred regional geochemical
sampling medium, in conjunction with soil and rock chip sampling. Regional and prospect scale mapping was also
undertaken on all exploration project areas and the Sabodala Mining License.
Initial exploration work on the OJVG exploration permit commenced in 2005 by Oromin with its OJVG partners.
Ongoing expansion and exploration drilling programs continued to expand the resource base which was reported in
a PFS in 2009, an updated PFS in 2010 and a FS in 2010. Exploration from 2010 to 2011 consisted largely of infill and
step-out resource expansion drilling with some trenching. The 2012 exploration program consisted of prospecting,
mapping, and manual trenching in underexplored areas of the mine license, which generated new prospective
targets. As of 2013, OJVG had successfully advanced a total of fourteen deposits to the stage of resource estimation,
and identified a significant number of gold-in-soil geochemical anomalies. Since 2014 exploration consisting of soil
sampling, mapping, trenching and drilling, focused on 20 targets within the regional exploration permits and 19
targets on the combined Sabodala Mining License area.
On the Sabodala Mining License, no exploration was undertaken during 2018. Exploration activities during 2019
focused on sterilization drilling at both the Maki Medina deposit as well as at the Goumbati West – Kobokoto deposit.
The Maki Medina sterilization included the completion of 17 RC drill holes totaling 612 metres. In addition, a detailed
gridded soil program and excavator-trenching program was undertaken to the south and east of the Goumbati West
– Kobokoto deposit based on a structural interpretation that the Goumbati West – Kobokoto deposit southern
extension may have been structurally offset in an eastward direction. In 2019, a detailed in-pit and near-pit drilling
program was also conducted in and around the defined resource area of the Goumbati West – Kobokoto deposit
comprising 81 holes, totaling 2,623 metres of RC drilling. The resource definition program at Goumbati West –
Kobokoto was completed early in 2020 with the drilling of an additional 39 RC holes totaling 2,640m. No additional
exploration work was undertaken within the Sabodala Mining License in 2020. No exploration activities were
undertaken on the Sabodala regional exploration permits in 2019 or 2020.
On the Massawa Mining License and Exploration Permit from December 1996 to January 2000, AngloGold Ashanti
Limited conducted regional exploration programs on the Massawa property. In 2004, Randgold conducted soil
sampling programs over the property, which returned anomalous results over the Massawa Central and North
Zones, Sofia, Delya and Bambaraya prospects. The Tina prospect was identified in 2007. Exploration continued
through to 2018 with additional soil and rock chip sampling, trenching, mapping and drilling to further delineate
previous positive results.
Prior to Teranga’s acquisition of the Massawa property, Barrick and Randgold had drilled 6,512 diamond core, RC,
and RAB drill holes totalling 545,643m within the current property boundary.
On the Sabodala-Massawa Licenses and Exploration Permits over 36,000m were drilled in 2020 with activity planned
to ramp up significantly in 2021, specifically on the Massawa deposits, which represents Endeavour’s largest single
project exploration spend.
SAMPLING AND DATA VERIFICATION
One sample is taken for each one metre interval drilled by reverse circulation and for each two metre interval drilled
by RAB. Jones riffle splitters are used at the drill site to obtain a representative sub-sample. Drill core sampling
intervals are defined, then cut in half with a diamond saw along the core length. Half core is sampled over
approximate one metre lengths or based on lithology intervals.
All samples are placed into sample bags with assigned sample numbers, then closed, sealed, and inserted into larger
rice bags that are securely sealed. Samples that are sent for assay to the on-site SGS laboratory are securely
transported by company trucks. Samples that are sent for assay to off-site laboratories are inserted into large metal
drums that are securely sealed, then transported off-site by contract transport trucks to Dakar and either by land
63
transport or air freight to off-site laboratories. Sample intervals that are not assayed remain in storage at the mine
site or exploration camps.
Sabodala samples were sent for gold analysis to the on-site laboratory operated by SGS Minerals as its primary
laboratory for atomic absorption analyses. ALS Chemex in Johannesburg, South Africa was used as the primary fire
assay laboratory for check assaying. Massawa North Zone and satellite deposit samples were assayed at the on-site
laboratory at the Loulo mine in Mali, operated by SGS Minerals, for fire assay. Massawa Central Zone samples were
assayed at SGS Ouagadougou in Burkina Faso by LeachWELL analysis. Sofia samples were analysed at the SGS Loulo
laboratory or SGS Bamako laboratory, also located in Mali. All laboratories are certified.
In addition to the standard internal laboratory quality control measures employed, a blind QA/QC program was
established at both Sabodala and Massawa, consisting of geological standards, blanks, and duplicate samples
inserted into the sample stream at regular intervals. Results indicate no evidence of contamination, reasonable to
good correlation between original and duplicate samples and no significant issues with specific sample batches or
long-term biases.
Standard operating procedures for sample preparation, analyses, and security, have been established, which are
appropriate for gold mineralization and which follow industry standards.
Independent and internal reviews of procedures and data involving general knowledge and practices, laboratory
facilities, sample preparation, analysis and security and QA/QC procedures; drilling programs including standard
operating procedures, collar and downhole surveys, logging and sampling; geological interpretation, assay
verification, density determinations and data management. Standard industry practices were followed, with no
significant discrepancies identified during the reviews. The resource database is considered to be valid and
acceptable for use in mineral resource estimates.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section “Mineral Properties of the Corporation” for information on the mineral reserves and mineral
resources.
Mineral resources for the Sabodala-Massawa Mine are estimated for 25 gold deposits and prospects located on the
Sabodala and Massawa Mining Licenses, and the Bransan exploration permit.
Wireframe models were generated from logged drill hole data for topography, oxide, mineralization and significant
lithology for use as hard boundaries for bulk density determinations and mineral resource estimation. All wireframe
modeling was completed using Vulcan, Micromine or Leapfrog. Block modeling was completed using Vulcan, Surpac
or GEMS software. Classical statistics for raw gold assays were analyzed for modeled mineralized zones to determine
appropriate gold grade capping levels. Capping levels were applied either to assays prior to compositing, or to one-
metre composites generated from one-metre assays, to limit the influence of high grade outliers for all deposits.
Run-length composites were generated inside mineralization wireframes. Gold assay results reported below the
detection limit were assigned half the detection limit. For most mineralization wireframes, non-logged and
unsampled intervals were assigned a grade of 0.0 g/t Au prior to compositing.
Block gold grades were estimated using the Ordinary Kriging, Inverse Distance Squared, Inverse Distance Cubed or
Nearest Neighbour estimation method. Except for the Nearest Neighbour method, blocks were estimated using
multiple estimation passes using increasingly larger search distances, either based on variograms or visual estimates
of grade and geological continuity.
CIM definitions were followed for mineral resource classification. Resource classification is primarily based on drill
hole spacing and continuity of grade. In addition, qualitative criteria were used to outline areas of measured,
indicated, and inferred mineral resources. Resource classification wireframes were created on section to ensure that
only areas, which could be considered as continuous, were classified together.
64
For reporting of open pit mineral resources, open pit shells were produced for each of the resource models using
Whittle open pit optimization software using the Lerchs-Grossman algorithm. Only classified blocks greater than or
equal to the open pit cut-off grades and within the open pit shells were reported. This is in compliance with the CIM
(2014) resource definition requirement of “reasonable prospects for eventual economic extraction”.
For reporting of underground mineral resources, only classified blocks greater than or equal to the underground cut-
off grade outside of the open pit shells were reported. This complies with CIM resource definition requirements. In
addition, Deswik Stope Optimizer software was used to generate wireframe models to constrain blocks satisfying
minimum size and continuity criteria, which were used for reporting Sabodala underground mineral resources.
The QP for the mineral resource estimates is not aware of any environmental, permitting, legal, title, taxation, socio-
economic, marketing, or political issues that would materially affect the mineral resource estimates.
The mineral reserve estimate is as of December 31, 2020. The proven and probable mineral reserves for the deposits
are based on only that part of the measured and indicated mineral resources that falls within the designed final pit
limits.
Open pit Mineral Reserves cut-off grades range from 0.37 g/t to 0.55 g/t Au for oxide, 0.43 g/t to 0.67g/t Au for fresh
rock and 1.24 g/t to 1.26 g/t Au for refractory ore, based on a $1,300/oz gold price. Underground Mineral Reserve
cut-off grades range from 2.3 g/t to 2.6 g/t Au based on a $1,200/oz gold price.
Dilution and ore loss parameters were applied to each of the resource block models before undertaking open pit
optimization work using the Whittle Pit Optimization software. Current pit surfaces and new cut-off grades were
used in the dilution comparison.
Xstract Mining Consultants of Australia (“Xstract”) has been providing geotechnical expertise and advice for the
Sabodala mine, and has developed the appropriate geotechnical model for all the deposits. Annual site visits (and
additional inspections when necessary) provide continuous assessment in order to update issues of ground
conditions and pit slopes. Xstract provides guidance for operating risks and outlines mitigation plans for the
appropriate operating methods and parameters for the entire Sabodala operations.
Pit optimization runs were completed using Whittle software based on the Lerchs-Grossman (LG) algorithm for pit
optimization. The pit designs were completed using the Vulcan open pit design software. Pit optimization
parameters such as mining cost, processing cost, and cut-off grades are applied differently for the various pits
because of the variable pit haulage distances from the Sabodala processing plant, oxide and fresh material balance
and mining dilution.
MINING AND ORE PROCESSING
Production began from the Sabodala open pit in March 2009. Subsequently, Masato, Gora and Golouma open pits
were added to the production portfolio. Mining at Massawa’s Sofia deposit started in July 2020 after the completion
of the haul road to Sabodala plant and is the primary ore source for 2021. The mining is conventional truck and
shovel and is conducted with Endeavour-owned fleet.
The production, drilling and blasting operations are carried out on 5m or 10m benches, defined by selectivity
requirements. There is a relatively lower percentage of highly weathered zone (oxides) that can be freely dug, so the
majority of the material moved is via drilling and blasting operations. Emulsion is used in both wet and dry blasting
for efficiency.
Endeavour contracts the supply of explosives and blasting accessories to an approved explosives supplier, who in
addition, provides mixing equipment and technical blasting advice when needed.
65
Grade control drilling is carried out by a combined owner and contractor drilling fleet and the samples are tested in
the onsite laboratory. Sampling commences with grade control drilling ahead of the mining front, aimed at assisting
the short to medium term mine planning process.
The Sabodala processing plant was expanded in late 2012 to a design capacity of approximately 3.6 Mtpa (fresh ore)
or 4.0 Mtpa with a mix of fresh and oxidized ore. In mid-2015, a mill optimization project was initiated and
commissioned in Q3 2016. As a result, annual throughput rates for the plant increased to 4.2 Mtpa – 4.4 Mtpa. The
plant comprises facilities for crushing, grinding, CIL cyanidation, and tailings disposal. Gold recovery facilities include
acid washing, carbon stripping and electro winning, followed by bullion smelting and carbon regeneration.
In the PFS for Sabodala-Massawa Project, the refractory ore treatment (“ROT”) process plant is designed based on
a projected plant throughput of 1.2 million tonnes of refractory ore per year, and an average gold head grade of 6.04
g/t, with an expected gold recovery of 88.3%.
In H2 2020 the plant commenced feeding the Massawa ore to the mill and this is planned to continue until mid-
2028. The Massawa ore is fed in two phases, with the first phase, started in 2020, being whole ore leach (“WOL”)
material. The phase one packages consist of the addition of an electrowinning cell, regeneration kiln, additional acid
wash and elution circuit, leach tanks, conversion of leach tank to CIL, and the installation of a gravity circuit). Once
the ROT plant is commissioned, phase two consists of feeding both ROT and WOL material concurrently.
In 2020, a total of 40.0Mt ore and waste was mined, including 5.3Mt of ore at an average gold grade of 1.87g/t
containing 317.7koz. A total of 4.1Mt ore at an average grade of 1.94g/t containing 256koz gold was processed with
an overall recovery rate of 89% producing 227koz gold.
ENVIRONMENTAL, PERMITTING & SOCIAL
Several environmental studies were conducted over the past 12 years. An ESIA was completed for the Sabodala Mine
in 2008. During 2020 work continued on the integration of Massawa, including alignment of environmental
management systems, and preparation for an ESIA is expected to be completed in 2021. An ESIA was completed for
Massawa in 2019. Currently, a combined ESIA for Sabodala-Massawa is underway and is expected to be completed
by the end of 2021 with the related environmental permit anticipated in Q1 2022.
Several environmental permits have been granted covering the process plant, mining and surface infrastructure.
Construction of the new resettlement of the Sabodala village is underway in order to ensure access to the Niakafiri
deposit and expected to be completed in early 2022.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
a market garden project, rehabilitation of Sabodala’s water supply system, poultry farming and development of
community orchards.
INFRASTRUCTURE
The Sabodala Mining License infrastructure includes several open pits, a processing plant, a run of mine (“ROM”)
pad, and a tailings storage facility (“TSF”).
Sabodala provides for the majority of its own infrastructure needs. Power is generated at the site using six Wartsila
6MW low speed, heavy fuel oil generators (total installed capacity of 36MW), with fuel supply from Vivo Energy
Senegal for HFO and diesel. Water supply to service the processing plant and mine comprises three surface water
storage dams from local catchment areas. There are sufficient waste disposal areas and tailings storage areas.
The Sabodala operations currently operate with one TSF (“TSF1”), however, a second tailings storage facility (“TSF2”)
has been designed and permitted for future construction as and when needed. The storage volume of the TSF1 will
66
be 26.0 Mm
3
(once current lift is completed) with variable beach slope model, which equals to 15.8 Mt at 1.55 t/m
3
average deposited density including the construction of the next lift that started in Q4 2020. The remaining lifts will
be completed later in the LOM. Due to integration of the Massawa deposits into the LOM, the construction timing
and potential optimization of the TSF2 design is currently in progress. The last audit of TSF1 was completed in May
2019 by Land & Marine Geological Services Pty Ltd (L&MGSPL). No points of material concern were noted in its
report. Independent audits for the TSF infrastructure are planned on an annual basis going forward.
COSTS
Table 9: 2020 Cash Operating Costs
1
Item Unit Cost (US$)
Mining Costs 2.92/t mined
Processing & Maintenance Costs 10.47/t milled
On Site General Administration Costs
6.81/t milled
(1)
Costs are based on Teranga’s Q3 2020 MD&A
PRODUCTION, EXPLORATION AND DEVELOPMENT
Under Teranga, Sabodala-Massawa produced 229koz ounces of gold in 2020 at an AISC of circa $885/oz. Following
the start of commercial production at Massawa on September 1, 2020, high-grade Massawa ore was prioritized for
processing through the Sabodala mill, resulting in a record 79koz of gold produced in Q4 2020.
In 2021 Sabodala-Massawa is expected to produce 310koz-330koz at an AISC of $690-$740/oz.
On the Sabodala-Massawa Licenses and Exploration Permits in 2021, a $13 million exploration program is planned
to define new resources on near-mine targets at Sabodala-Massawa, including CZ, Sofia, Samina, Tina and Niakafiri,
and to evaluate the potential of other near-mine and regional exploration targets. Drilling will be concentrated on
the Sofia North deposit and the satellite deposits Samina, Tina and Delya. At Sofia North, drilling will be directed
towards extending the non-refractory ore resources. Samina, Tina and Delya have had limited shallow drilling to
date and show potential for additional mineralization at depth. Initial drill results at Samina demonstrate possible
oxide mineralization at depth, which will be tested during 2021. Tina is a target where some reconnaissance drilling
has been conducted. A number of other prospects, located within the structural corridor between the Sabodala Sofia
Shear Zone and the Main Transcurrent Shear Zone, will also be explored.
WAHGNION MINE, BURKINA FASO
Unless otherwise stated, the information that follows relating to the Wahgnion Mine is derived from, and in some
instances is an extract from the technical report titled “Technical Report on the Wahgnion Gold Operations, Burkina
Faso”. The amended Wahgnion Technical Report was filed on July 31, 2019, with resource and reserve estimates
compliant with the CIM Definition Standards and NI 43-101. Portions of the following information are based on
assumptions, qualifications and procedures, which are not fully described herein. Readers should consult the full
text of the Wahgnion Report which is available under the Teranga’s profile on SEDAR at www.sedar.com. For greater
certainty, the Wahgnion Report is not and shall not be deemed to be incorporated by reference in this AIF.
Unless otherwise indicated, technical information disclosed herein since the release of the Wahgnion Report has
been updated under the supervision of, or reviewed, in the case of resources, by Patti Nakai-Lajoie, P.Geo., Vice
President Mine Geology and Grade Control at Endeavour, and in the case of mining and reserves, by Stephen Ling,
P.Eng. Director, Integrated Strategy and Asset Performance at Endeavour, each of whom is a “Qualified Person”
under NI 43-101.
67
LOCATION
The Wahgnion Mine is located in the southwestern corner of Burkina Faso and bound by the Côte d’Ivoire border to
the south and the Mali border to the west. It consists of a contiguous block totaling approximately 102,236 ha
comprising a mining license and five exploration permits located in Léraba Province, southwestern Burkina Faso,
approximately 510 km southwest of the capital city of Ouagadougou. It is accessible by driving southwest along the
Route Nationale (N1) from the capital of Ouagadougou to the town of Bobo-Dioulasso, then towards the southwest
along paved secondary road (N2) to the town of Banfora, a distance of approximately 440 km. From Banfora to the
site via the town of Sindou, a distance of approximately 75 km, the road is paved and well maintained, and an
unpaved but well-maintained road exists from Sindou to the Wahgnion Mine.
OWNERSHIP
Wahgnion’s mining rights comprise of a mining license and five exploration permits. The mining license covers an
area of 89 km
2
(the “Wahgnion Mining License”) within which a CIL processing plant has been constructed. A
regional exploration package is within trucking distance of the process plant. The Wahgnion Mining License is 90%
owned through Endeavour’s Burkinabe subsidiary, Wahgnion Gold Operations SA (“WGO”) (Burkina Faso
government owns the remaining 10%).
All five of the current exploration permits are 100% held by Endeavour indirectly through its Burkinabe subsidiary,
Gryphon Minerals Burkina Faso SARL. The current exploration licenses cover an area over 900 km
2
. The exploration
permits and the Wahgnion Mining License are located in a major gold district.
A graduated royalty scheme exists in Burkina Faso under which gold spot prices lower or equal to $1,000 per ounce
are subject to royalty fees of 3%, a 4% royalty rate applies for spot prices between $1,000 and $1,300 per ounce and
a 5% royalty rate for spot prices greater than $1,300. Repatriated dividends are subject to a 6.25% withholding tax.
HISTORY
Much of the current Wahgnion Mine area was held by Western Mining Corporation Ltd (“WMC”) from 1996 to 1999.
Initial wide spaced vertical RAB drilling by WMC encountered significant mineralization at the Nogbele and
Fourkoura deposits. Resolute (West Africa) Ltd (“Resolute”) and Sanembaore held the property from 1999 to 2005
and completed geological mapping, soil sampling, RAB, and reverse circulation (RC) drilling (Resolute) and geological
mapping and rock chip sampling (Sanembaore). Sanembaore joint ventured the property with Gryphon between
2005 and 2007.
In 2007, Gryphon acquired Sanembaore’s interest in the property and initiated a comprehensive exploration
program consisting of geological mapping at various scales, remote sensing, soil and stream sediment sampling,
trenching, airborne geophysical surveying, ground geophysical surveying and auger, air core, RAB, RC, and diamond
drilling on a number of targets. Between 2011 and 2015, Gryphon completed mineral resource estimates and
resource updates on the Nogbele, Fourkoura, and Samavogo zones. In 2013, Gryphon completed a feasibility study
based on an open pit mining scenario and a 2.0 Mtpa CIL processing plant. An updated feasibility study examining
the potential for reduced capital through the construction of a 2.0 Mtpa heap leach processing option was completed
in 2014.
Previous ownership of the Wahgnion Gold project is as follows:
1995 - 1999: Western Mining Corporation Ltd
1999 - 2000: Resolute (West Africa) Ltd
2004 - 2005: Sanembaore
2005 - 2007: Gryphon /Sanembaore (joint venture)
2007 - 2016: Gryphon (90%) (with 1% NSR)
68
2016 - February 10, 2021: Teranga (90% with 1% NSR)
February 10, 2021 – current: Endeavour (90% with 1% NSR)
GEOLOGY
The Wahgnion Mine is located in the southwest corner of Burkina Faso within the Paleoproterozoic Birimian Senoufo
Belt. The Senoufo Belt trends north-northeast and comprises mainly basaltic and andesitic volcanic rocks, lesser
sedimentary rocks, and numerous gabbroic to granitic sub-volcanic plutons.
The oldest greenstone rocks in southwestern Burkina Faso, and in much of the Birimian Belt, are tholeiitic to calc-
alkaline volcanic rocks, which are predominantly extrusive volcanic units that are geochemically similar to rocks from
present day volcanic island arc environments. Birimian sedimentary basins are abundant across the whole Baoulé-
Mossi domain and are thought to unconformably overlie the older greenstone basement rocks.
Voluminous granitic and gneissic rocks surround the greenstone belts and are, in general, tonalites or granodiorites
with a trondhjemitic affinity. More potassic, often biotite-bearing granitic rocks were intruded later which in places
have evolved to more alkaline syenitic rocks. Early Proterozoic rocks within the concession area, are interpreted to
be tholeiitic to calc-alkaline basalts, andesites, and volcaniclastic sediments. These units include pillow basalts, bomb
agglomerates, and associated extrusive volcanic and occasional basaltic flows. These rocks probably correlate with
the basal sequences in the adjacent Banfora, Houndé, and Boromo greenstone belts. Predominantly mafic, volcano-
sedimentary packages dominate the younger parts of the local stratigraphy. Metamorphic conditions appear to have
peaked at greenschist facies with occasional amphibolite facies rocks outcropping in contact aureoles around some
of the intrusive rocks.
Mineralization at Wahgnion is structurally controlled and is widely associated with hematite, iron carbonate, sericite,
pyrite and locally, with albitic alteration. Higher gold grades are commonly associated with stylolitic laminated quartz
veins or pyrite veinlets. Coarse-grained gold is found in fractures within pyrite veins or in quartz-carbonate vein
selvages. Mineralization is predominantly of a lode-style gold type, associated with discrete structures. The
mineralization is interpreted to have formed from the same mineralizing system, with variations in style reflecting
the difference in local lithological and structural settings.
EXPLORATION
Soil geochemical data covering southwestern Burkina Faso generated by the Bureau des Mines et de la Géologie du
Burkina, United Nations Development programe, and BHP, was acquired by Western Mining Corporation Ltd. in the
1990s, and used to target prospective areas for follow-up. WMC held much of the current Property area during the
1996-1999 period, conducting a 250m line spacing aeromagnetic survey (flown by Geoterrex in 1997), geological
mapping, soil sampling, and first-pass Rotary Air Blast (RAB) drilling (196 holes for 5,014m). All of the WMC drill
holes were vertical and ranged from 4m to 54m depth (average 26m). Four prospects were drilled, Nogbele,
Fourkoura, Fambefesso, and Kassangara, with significant gold mineralization encountered at Nogbele and
Fourkoura. WMC withdrew from its African projects in the late 1990s and divested the Property to Resolute (West
Africa) Ltd (Resolute) in 1999.
Resolute completed soil sampling, detailed geological mapping, and RAB drilling (91 holes for 3,855m) at the
Nogbele, Fourkoura, and Woulafasso prospects. Several significant gold intercepts were encountered, however,
Resolute became financially strained and withdrew in early 2000. Sanembaore continued exploration including
detailed geological mapping (1:1,000, 1:5,000, and 1:20,000) and rock chip sampling within the Nianka and Nogbele
permits until 2005 when a joint venture was initiated with Gryphon. Soil sampling covered much of the central part
of the Property on a 300m by 500m grid, and locally down to 200m by 100m and 100m by 50m sample spacing over
several prospects including Nogbele, Fourkoura, Woulafasso, Fambefesso, Kassangara, Bavigue, and
Ouhirambougou.
69
In 2007, the Gryphon/Sanembaore joint venture was terminated, Gryphon assumed sole control of the Property,
and completed exploration in four phases: regional soil geochemistry, district scale geological mapping, and rock
chip sampling; reconnaissance RAB and air core drilling; broad spaced reverse circulation and diamond core drilling
to determine approximate gold grade and lode geometry; and infill reverse circulation and diamond drilling to
support a mineral resource estimate.
From 2007 to 2015, Gryphon excavated trenches to follow up anomalous soil results over a number of target areas.
Trenches were dug both manually and mechanically to a depth of up to three metres. In addition, a total of 25,778
soil samples were taken from across the property area, including 3,933 samples taken from the mining lease. Soil
samples were taken on 100m by 20m to 400m by 200m spaced grids. Samples were sieved to -2mm fraction to
remove vegetation and rock fragments, then analyzed by bulk leach extractable gold analysis (BLEG).
From 2010 to 2011, Gryphon contracted airborne magnetic, radiometric and electromagnetic (VTEM) surveys over
the property, with follow-up ground magnetic and gravity surveys from 2012 to 2014. From 2011 to 2012, a regional
stream sediment sampling program was undertaken across the entire property, with samples taken at a density of
one sample per 5 km
2
. Samples weighing 600 g each were analyzed by BLEG as well as analysis of a suite of minor
elements by inductively coupled plasma optical emission spectroscopy ICP-OES) following digestion by aqua regia,
resulting in identification of anomalous areas. Prior to 2011, resource definition drilling began on all four deposits,
Nogbele, Fourkoura, Stinger, and Samavogo, at a nominal 100m by 100m drill hole spacing, with some localized infill.
In 2017, the primary drilling activity at the Wahgnion Gold mining license was focused on infill drilling at the four
deposits comprising the mineral resources and mineral reserves: Fourkoura, Stinger, Nogbele, and Samavogo. The
objective was to increase drill hole density and upgrade the existing Inferred Resources located adjacent to the
reserve pits. Infill drilling identified additional mineralized zones, extensions of existing mineralization along strike
and linking of individual mineralized zones. A total of 72,921 metres were completed in 1,666 holes, of which 64,518
metres were drilled in 1,581 reverse circulation holes, and 8,403 metres were drilled in 85 diamond core holes.
Exploration activities on the regional exploration permits consisted of prospecting, auger and RAB drilling and limited
reverse circulation and diamond core drilling at a number of early-stage exploration prospects including, Hillside,
Kafina West, Raul, Ouahiri, Petite Colline and Konatvogo. Favourable results from each of these early-stage prospects
as well as additional prospects within the regional exploration permits will be followed up in subsequent exploration
programs.
In 2018 exploration activities were scaled back to enable a focus on project development activities. Target data
compilation was initiated, however, field activities were minimal and no new drilling was undertaken. In 2019,
exploration activities continued at a reduced level, however, target data compilation and detailed interpretation was
initiated with the purpose of designing exploration activities at various priority exploration targets for future
implementation.
Exploration activities resumed at the Wahgnion Mining License during the last half of 2020 with drilling programs
targeting resource expansion at the Fourkoura deposit as well as delineating potential mineral resources at the
Konotvogo and Dagano prospects. A total of 104 reverse circulation and diamond core holes totaling 11,943 metres
were completed. In addition, sterilization drilling was undertaken on waste dump areas, with 92 reverse circulation
holes totaling 3,525 metres completed. Soil sampling was conducted at detailed grids at Danano and Muddhi
prospects. In addition, 37 holes totaling 4,762 metres were drilled and a detailed soil grid-sampling program was
completed at the Banagoro South prospect on the regional land package.
SAMPLING AND DATA VERIFICATION
Core and RC samples are commonly taken at one-metre intervals. According to the current procedures, the core
sample intervals are not stopped at the boundaries between different material and rock types. All samples are
immediately removed from the field upon drilling and core is marked up in the core shed in a secure facility located
at the exploration camp. Drill core sampling intervals are defined then cut in half with a diamond saw along the core
70
length. Samples are bagged with assigned sample numbers, then closed, sealed, and inserted into larger rice bags
that are securely sealed, and transported from site by the assay laboratory trucks to the BIGS Global Laboratory in
Ouagadougou. Unsampled core, RC chip trays, and remaining RC material are stored at the exploration camp.
Upon receipt at the commercial laboratory, the samples are registered and weighed, dried, weighed again, and then
crushed to 6 mm. After crushing the RC samples are quartered and reduced in a Rocklabs splitter. The core samples
m m. A 200 g sample is then sent for analysis and the
remainder of the pulp was stored.
The fire assay method is then used, consisting of the following steps:
Weighing out of a 50 g charge of the sample
Blending the charge with flux
Smelting of the blend in crucibles producing a lead alloy
Refining of the lead alloy
Cupellation (oxidation) of the refined lead alloy
Weighing of the produced doré bead on the fire assay balance
Digestion of the doré bead, initially with nitric acid to dissolve silver
Addition of aqua regia, to dissolve the gold
Atomic absorption spectrometer (AAS) to determine gold and silver
The BIGS Global AAS instrument is a VARIAN Spectra AA 55B which is routinely calibrated. The laboratory commonly
processes 800 to 900 samples per day, including internal duplicate samples used by the laboratory for internal
checks. Analytical results are kept on hard copies in the laboratory and electronic versions are emailed to Endeavour.
In addition to the standard internal laboratory quality control measure employed, a blind QA/QC program is
followed, consisting of geological standards, blanks, and duplicate samples inserted into the sample stream at
regular intervals. The sampling, sample preparation, and analytical procedures and QA/QC program are appropriate
for gold mineralization and follow industry standards.
Independent and internal reviews of drill hole data, logging, drilling and sampling procedures, geological
interpretation, density determinations and results of independent check samples were completed, with no
significant discrepancies identified. The resource database is considered to be valid and acceptable for use in
Mineral Resource estimates.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
Mineral resources include four main gold deposits: Nogbele, Foukoura, Samavogo and Stinger. Each deposit was
modeled separately, except Nogbele which was separated into Nogbele North and Nogbele South.
Wireframe models were generated from logged drill hole data for topography, oxide, mineralization and significant
lithology for use as hard boundaries for bulk density determinations and mineral resource estimation. All wireframe
modeling was completed using Leapfrog Geo version 4.2 software. Block modeling was completed using Vulcan or
Micromine software. Classical statistics for raw gold assays were analyzed for modeled mineralized zones to
determine appropriate gold grade capping levels. Capping levels were applied to assays prior to compositing to limit
the influence of high-grade outliers for all deposits. Run-length composites were generated inside mineralization
wireframes. Gold assay results reported below the detection limit were assigned half the detection limit. Non-logged
and unsampled intervals were assigned a grade of 0.0 g/t Au prior to compositing.
71
Block gold grades were estimated using the Ordinary Kriging or Inverse Distance Cubed (ID3) estimation method.
Search strategies were chosen based on variography, trend analysis results, and the understanding of the
mineralization. Blocks were estimated using multiple estimation passes using increasingly larger search distances,
either based on variograms or visual estimates of grade and geological continuity.
CIM definitions were followed for mineral resource classification. The basis for the classification is a distance based
scheme using the relative confidence expressed by the range of the variograms, distance to nearest neighbour, and
apparent continuity of mineralization. In addition, qualitative criteria were used to outline areas of measured,
indicated, and inferred mineral resources. Resource classification wireframes were created on section to ensure that
only areas, which could be considered as continuous, were classified together.
For reporting of open pit mineral resources, open pit shells were produced for each of the resource models using
Whittle open pit optimization software using the Lerchs-Grossman algorithm. Only classified blocks greater than or
equal to the open pit cut-off grades and within the open pit shells were reported. This is in compliance with the CIM
(2014) resource definition requirement of “reasonable prospects for eventual economic extraction”.
The QP for the mineral resource estimates is not aware of any environmental, permitting, legal, title, taxation, socio-
economic, marketing, or political issues that would materially affect the mineral resource estimates.
A conventional open pit mining method is used at WGO with several pits of varying sizes. The Wahgnion Mine
consists of four main regions; Nogbele, Fourkoura, Stinger, and Samavogo. Gold mineralization occurs in the laterite,
saprolite, transition, and primary weathering horizons. Laterite and saprolite are assumed to be free digging
material, whereas transition and primary material will be mined via drill and blast cycles. Mining operations will
occur year round and will be owner operated.
The mineral reserve estimate relies on the mineral resource estimate prepared has an effective date of December
31, 2020. Mineral Reserve cut-off grades range from 0.40 g/t to 0.48 g/t Au for oxide and 0.49 g/t to 0.69 g/t Au for
fresh rock based on a $1,300/oz gold price.
Dilution and ore loss parameters were applied to each of the resource block models before undertaking open pit
optimization work using the Whittle Pit Optimization software. Current pit surfaces and new cut-off grades were
used in the dilution comparison.
Detailed pit designs were completed using pit slope recommendations from Xstract Mining Consultants Pty Ltd.
(Xstract).
Pit optimization runs were completed using Whittle software based on the Lerchs-Grossman (LG) algorithm for pit
optimization. The pit designs were completed using the Vulcan open pit design software. Pit optimization
parameters such as mining cost, processing cost, and cut-off grades are applied differently for the various pits
because of the variable pit haulage distances from the processing plant, material type, oxide and fresh material
balance and mining dilution.
MINING AND ORE PROCESSING
The Wahgnion Mine is a conventional open pit mine, with several pits of varying sizes. The operations consist of five
main regions: Nogbele North, Nogbele South, Fourkoura, Stinger, and Samavogo. Gold mineralization occurs in the
laterite, saprolite, transition, and primary weathering horizons. Laterite and saprolite are assumed to be free digging
material, whereas transition and primary material will be mined via drill and blast cycles.
Mining is by way of conventional open pit mining techniques using drill and blast as required with material
movement by hydraulic excavators and trucks. The mine scale suits 90 tonne class excavators in a backhoe
configuration matched to 50 tonne payload class mining haul trucks and 40 tonne payload articulated haul trucks.
An extensive RC drill program is conducted to supplement the production blast hole sampling as part of the grade
72
control strategy. WGO own and operate a significant portion of the mining fleet, which has been supplemented by
contractor mining utilizing SFTP for the satellite deposits, commencing with Foukoura. Due to the nature of the
mineralisation, there are multiple small pits which require careful planning and consideration for aspects such as
sequencing (of pits), staging (of cutbacks), waste dump location and potential for backfilling of depleted pits.
The process plant is located adjacent to the Nogbele deposit, which contains approximately 50% of the mineral
reserves. The Fourkoura, Stinger, and Samavogo deposits are located six km, 15 km, and 25 km, respectively, from
the process plant and the haul trucks selected have the ability to haul ore directly to the process plant. The plant
was completed during the third quarter 2019 and commercial production was declared on November 1, 2019.
The process plant design is based on a conventional CIL gold process flowsheet consisting of primary crushing, semi-
SAG and ball milling, with a pebble crusher, CIL gold extraction, elution, electrowinning, and gold smelting to produce
doré on site. Throughput was designed to range between 2.2 Mtpa and 2.5 Mtpa, depending on the blend of soft
and hard ore, however, throughput rates during 2019 and 2020 were materially higher than nameplate.
The average predicted plant gold recovery is 92%, with soft (oxide) material recoveries from some zones reaching as
high as 95%. To date, actual recoveries have been running marginally higher than the predicted rates.
The ore characteristics are variable with the primary ores typically more competent than the oxide ores. The plant
design allows treatment of both ores by adjusting various parameters within the SAG and ball milling operation.
The process plant design incorporates the following unit process operations:
Single stage primary crushing with a single toggle jaw crusher to produce a crushed product size of 80%
passing (P80) ranging from 100 mm to 140 mm, based on differing weathering types.
A crushed ore stockpile with a live nominal capacity of 2,000 t.
SAG and ball milling in closed circuit with a pebble crusher and hydrocyclones (SABC) to produce a P80 grind
size of 106 µm.
Leach and CIL circuit incorporating eight stages with one stage of leaching without carbon and seven stages
with carbon for gold adsorption.
Split Anglo-American Research Laboratory (SAARL) elution circuit, electrowinning, and gold smelting to
recover gold from the loaded carbon to produce doré.
Carbon reactivation utilizing a rotary kiln.
Tailings thickening to recover and recycle process water and precious metal values from the CIL tailings.
Tailings pumping to the TSF.
In 2020, during its first full year of commercial production, Wahgnion, produced 175koz of gold. The plant continues
to outperform, processing approximately 25% more material than its original designed capacity.
In 2020, a total of 26Mt ore and waste was mined, 3.8Mt of ore at an average gold grade of 1.53g/t
containing 187.4koz was moved from the pits. A total of 3.6Mt ore at an average grade of 1.59g/t containing 185koz
gold was processed with an overall recovery rate of 95%.
ENVIRONMENTAL, PERMITTING & SOCIAL
ESIA studies were completed in 2014 and 2019. An environmental permit has been granted covering the process
plant, mining and surface infrastructure.
73
Village resettlements are ongoing in order to ensure access to satellite pits which are in trucking proximity to the
processing plant. At the end of 2020 nearly 60% of households had settled into new housing. The resettlements are
progressing on schedule and budget.
A range of programs to support impacted local communities have also been implemented. In 2020, these included
drinking water boreholes, donations to community sports and cultural events and rehabilitation of a school.
For the year ended December 31, 2020, the Wahgnion Mine contributed $2.75 million to the government-mandated
Local Development Mining Fund, which requires a contribution of 1% of revenue. The Local Mining Development
Fund is not yet operational and is awaiting government action.
INFRASTRUCTURE
Wahgnion Mine has a fuel supply contract with TOTAL. There is an onsite fuel storage facility (fuel farm) which stores
HFO and diesel for the power plant, mine trucks, light vehicles and other users at the process plant.
Tailings are stored in a conventional paddock style TSF, located east of the processing plant. The final TSF design
comprises a two-cell paddock facility consisting of a zoned, downstream constructed embankment. The original
facility is designed to store the LOM tailings, with capacity to contain all supernatant and runoff from wet rainfall
events up to a 100-year average recurrence Interval (ARI) storm event. Only one of the two paddocks was
constructed for commencement of operations, which is currently undergoing a downstream raise. Early works on
the second paddock started in January 2021 and full construction is expected to commence in H1 2021. Independent
audits for the TSF infrastructure are planned to be completed on an annual basis. The last audit was completed in
December 2020 (virtual audit due to pandemic restrictions) by Land & Marine Geological Services Pty Ltd (L&MGSPL).
No items of material concern were noted.
The principal water storage facility is the already mined out Nangolo pit and the water harvest dam (WHD) located
between the permanent accommodation village and the processing plant. Water is collected and pumped back to
the plant to supply make-up water for processing and to supply primary water requirements (i.e., potable water
usage and dust suppression). Priority is for recycled water to be recovered from the TSF decant facility with minimal
use of collected water in the WHD or Nangolo pit. Wahgnion has access to abundant water with numerous surface
drainages including major rivers containing flow all year round. The groundwater table ranges from surface during
rainy season to approximately 20m below surface during dry season. There is a sufficiency of surface rights and
water.
Site-wide electrical power requirements for infrastructure, mining, and processing is sourced from an on-site heavy
fuel oil (HFO) fueled power station. This facility has a total generation capacity of 24.6MW and is comprised of six
MAK8 medium-speed running on HFO and three Caterpillar high-speed backup gensets running on diesel. Emergency
power from a standby 300 kVA diesel powered generator is provided in the process plant.
COSTS
Table 10: 2020 Cash Operating Costs
1
Item Unit Cost (US$)
Mining Costs 2.40/t mined
Processing & Maintenance Costs 9.86/t milled
On Site General Administration
Costs
6.01/t milled
(1)
Costs are based on Teranga’s Q3 2020 MD&A
74
PRODUCTION, EXPLORATION AND DEVELOPMENT
In 2020, under Teranga, Wahgnion Mine achieved production of 175 koz. In 2021 Wahgnion is expected to produce
140 koz - 155 koz at an AISC of $940 - $990/oz for the 11 months of ownership under Endeavour and 150 koz – 160
koz for the full year.
The 2021 exploration program, with a budget of $12 million, will focus on the Nogbele, Nogbele North and Nogbele
South deposits, targeting the down dip continuation of mineralized structures between the Nogbele pits.
Additionally, the north-northeast continuation of the Fourkoura deposit and the Hillside target will be tested for
extensions. On the exploration permits, efforts will be focused on various attractive targets such as Kafina West and
Korindougou.
FETEKRO PROJECT, CÔTE D'IVOIRE
The following summary sets forth information concerning Endeavour’s Fetekro Project, which is not considered to
be a material property to Endeavour. All references in this summary to Fetekro and Lafigué are to the Fetekro
Project.
LOCATION
The Fetekro Project area is located in the northern part of Côte d'Ivoire in the Valley of Bandama, 550km north of
Abidjan. It is located 90km northeast of the town of Bouake and 45km northeast of the town of Katiola. The permit
is centered on 08
o
14' 51" north latitude and 04
o
40' 12" west longitude. The Project is located in the prefecture of
Dabakala. The Project site is accessible via paved road from Abidjan, passing through the capital Yamoussoukro,
Bouake and Katiola, then via sealed regional highway B412, which traverses in an east / west direction approximately
15 km to the north of the Project site. Finally, a gravel road of about 15km connects Boniérédougou to the small
village of Lafigué whose name has been attributed to the nearby main prospect.
OWNERSHIP
The exploration permit PR57 was attributed to SODEMI, the State-owned mining company, on February 3, 1993 by
Decree No. 2000-561 for a three-year period. The initial area was 2,600km². A first two-year renewal, through the
044/MRMP/DMG decree, was granted on May 28, 1996. On this occasion, the permit area was decreased to
1,300km². The second renewal, No. 054/MRMP/DM dated July 23, 1999, extended the validity period for another
two years and reduced the surface area to 614km². An exceptional renewal (014/MME/DM) for three years was
then granted on April 30, 2001 to SODEMI for a perimeter reduced to 307km².
Due to the political crises which started in September 2002, the exploration work was halted for seven years. In
2013, a new exploration permit PR329 was attributed to SODEMI on a similar perimeter to the former PR57 by
Decree No. 2013-410 on June 6, 2013 with an area of 335.5km². The first renewal (for three years) happened by
Arrêté No. 090/MIM/DGMG on July 11, 2017. The second renewal by Arrêté No. 0008/MMG/DGMG on January 13,
2020 extended the validity period for another three years and will expire on June 6, 2022. The Project sits on
exploration permit PR 329 which covers an area of 249.8km².
LMCI, a wholly owned indirect subsidiary of Endeavour, has been the operator of the Fetekro permit since 2014.
On December 18, 2020, the PR329 permit was transferred from SODEMI to LMCI by Arrêté N° 00174/MMG/DGMG.
As announced on December 21, 2020, Endeavour increased its stake in the Fetekro Project. Under the terms of the
agreement, once the mining permit is granted, Endeavour will be entitled to an 80% stake in the Fetekro Project,
compared to 65% currently, while SODEMI and the State of Côte d’Ivoire will each have a 10% stake. Endeavour will
retain full ownership of the Fetekro exploration license until it is converted into a mining license. An application for
the mining license was submitted by LMCI on February 2, 2021 and the license is expected to be issued in 2021.
75
HISTORY
The first geological mapping campaign and exploration started in 1935 (BUMIFORM). In 1962, the BRGM and the
SODEMI did some more work on this area, to see if any gold or bauxite ore bodies could be found. At the same time,
geophysical airborne surveys were undertaken (1965-1968: BRGM / Canadian Aero Mineral Surveys Ltd. and 1973-
1976: CIDA / Côte d'Ivoire / Kenting Ltd).
In 1996, an exploration, development and operating agreement (the "Exploration Agreement") was entered into by
SODEMI, the title holder, and GENCOR (through its Ivoirian company GATRO-CI) relating to the Fetekro Project.
According to the Exploration Agreement, the exploration campaigns were done by GENCOR through its Ivoirian
company (GATRO-CI) and SODEMI/BRGM/La Source. GATRO-CI identified four main targets including Lafigué. A first
preliminary polygonal mineral estimation for internal use was done by GATRO-CI in February 1998. No top cut was
applied. GATRO-CI found 1,595Mt at 2.87g/t Au in the overburden and in the oxidized zone.
A new estimation was done in 2003 where 3.7 Mt at 2.43g/t Au in oxide and sulfide zone were calculated. The
historical mineral resource estimates above were not reported publicly and within any regulatory environment. The
estimates were for internal use. In 1999, the Compagnie Minière Or (COMINOR) took over la Source participation
and the GATRO-CI contractual commitments under the Exploration Agreement.
In 2000, COMINOR was transferred to Compagnie Générale des Matières Atomiques (COGEMA) which was
subsumed into La Mancha Group in 2006, via a reverse takeover of La Mancha by Compagnie Française de Mines
et Métaux (CFMM), a wholly owned subsidiary of AREVA group. In 2013 AREVA sold its gold assets in Côte d’Ivoire
to a private fund.
In 2014, LMCI was incorporated in Côte d'Ivoire as a 100% subsidiary of COMINOR and took over the exploration
activities of COMINOR managed at that stage by its Ivoirian branch, COMINOR CI, including COMINOR contractual
commitments under the Exploration Agreement.
Since 2014, exploration at the Fetekro Project has been carried out under the supervision of technically qualified
personnel applying standard industry approaches. All data acquired meets or exceeds industry standards and all
exploration work has been carried out, or supervised, by technical personnel of LMCI. Consultants and contractors
have been engaged by LMCI for various activities including geological expertise, drilling and assaying. L.
LMCI became an indirect subsidiary of Endeavour in November 2015. It is held 100% by Ity Holdings.
Recently, pursuant to a sale of exploration permit agreement, PR 329 was transferred from SODEMI to LMCI by order
Ministerial order N° 00174/MMG/DGMG dated December 18, 2020.
GEOLOGY
The Fetekro Project is in the northern part of the Oume-Fetekro Birimian greenstone belt (lower Proterozoïc), which
extends over a 300km long N-S corridor that is 20km wide. The greenstone belt is formed by a sheared volcano-
sedimentary succession affected by a green schist facies metamorphism and surrounded by granodioritic intrusions.
Known gold deposits such as Bonikro and Agbaou are hosted within the same belt.
The Lafigué deposit is a shear-zone hosted gold mineralization, sitting on the eastern side of the Fetekro permit and
extends over an area that is 2.2km long and 1km wide. The geology is mostly composed of mafic rocks, namely
metagabbros/metanorites and metabasalts. A felsic intrusive (granodiorite or tonalite) occurs in the western part of
the prospect and several felsic dykes possibly related to the principal body have been observed in various areas.
Regional schistosity varies in strike from north to south to N70° with gentle to intermediate/steep dips to the east
and south (25°- 65°).
76
The deposit is formed by a series of stacked mineralized lenses associated with a brittle-ductile shear zone slightly
dipping to the SSE. Gold occurs mostly as free electrum within quartz-tourmaline-pyrrhotite-chlorite veins and
veinlets.
EXPLORATION
At regional scale geochemical stream sediment sampling and soil sampling programs and airborne geophysics
(magnetics) were completed by BUMIFORM than BRGM, the French geological survey institute, in several phases
from the 1935s up to the 1970s.
In 1996, GATRO-CI did classical stream sediment then soil geochemical sampling, pits, trenching and limited drilling
(14 DD holes for 1,446m and 37 RC for 1,549m). Four main targets were identified, included Lafigué.
In 1999 COMINOR started an extension exploration program of Fêtêkro to find new resources to replace Angovia’s
production after its depletion.
In 2002 COMINOR realized 1,803m of RAB drilling, 1,281m of RC drilling and 461m of DD drilling, showing that
mineralisation is not continuous between Lafigué Center and Lafigué North; and that felsic dykes play a role in
mineralisation control.
Field works were put on standby from 2002 to 2010 because of civil war.
In 2010 COMINOR drilled 11 RC holes for 1,109m of and four DD holes for 396m to check the mineralisation extension
downdip on the centre area.
In 2014, LMCI drilled 23 DD holes (1,864m) and 54 RC holes (4,634m) to get structural data and to check extension
on the north area of Lafigué prospect. In 2015, LMCI did a lidar survey.
Exploration resumed in March 2017, following the full reinterpretation of the historical data. Drilling mainly focused
on the highly prospective Lafigué target where a large mineralized vein system was defined over an area that is
2.5km long and 0.6km wide.
An intensive evaluation program began in early 2017 with nearly 86,000m drilled in the property during 2017-2019
period. Drilling included 54 DD holes (8,677m), 527 RC holes (66,679m), and 35 RC-DD holes (10,466m).
In addition, about 20 prospects mainly spread around the Lafigué deposit and on the western part of the permit
were identified by gold in-soil campaign (6,844 samples) and VTEM aerial survey. In March 2017, Endeavour began
intensive exploration on the Fetekro property following a strategic assessment of its exploration tenements which
ranked the property as a priority target. A VTEM geophysical survey was done in 2017, which helped to better define
the structural context of the permit. From 2017 to the end of 2019, 8,677m DD (54 holes), 71,319m RC (549 holes)
and 11,467m RCDD (38 holes) were drilled. The majority of drilling to-date has focused on the Lafigué target.
In October 2018, maiden resources were published showing Indicated Resources of 6.8 Mt at 2.25g/t Au for 494koz
and Inferred Resources of 3.0Mt at 2.25g/t Au for 225koz.
An updated resource was published on September 3, 2019 showing Indicated Resources of 14.6 Mt at 2.54g/t Au for
1,190koz and Inferred Resources of 0.9Mt at 2.17g/t Au for 60koz. Shortly after this updated Mineral Resource
Estimate, Endeavour started a Preliminary Economic Assessment (PEA). The results of this PEA were positive, and a
news release was issued on the PEA results on August 18, 2020. The news release showed an Indicated Resources
of 32.0 Mt at 2.40g/t Au for 2,471koz and Inferred Resources of 0.8 Mt at 2.52g/t Au for 66koz.
In 2019, LMCI conducted a regional soil geochemical survey on the central part of the permit, which was
underexplored, and a detailed soil geochemical survey on anomalies >50 Au ppb previously highlighted on the
77
western part of the permit. A total of 3,469 soil samples were taken and five new targets were defined on well-
structured soil anomalies several hundred meters long and probably corresponding to N10° to N25° shear zones.
The 2020 drilling program at Fetekro was primarily dedicated to convert the south extensions discovered in 2019
into Indicated Resources for the Prefeasibility Study. An exploration program was also conducted to test the down
dip extensions on the western part of the orebody. Some holes have also been drilled for HPGR tests and hydrological
purposes.
In 2020, 329 holes were drilled for a total of 80,584 m; 291 holes were drilled for infill drilling (35,693m RC and
35,671m RC-DD), 28 holes for nearby deposits exploration (2,921m RC and 5,045m RC-DD), and 10 holes for the PFS
studies (108m RC, 412m DD and 734m Hydrology). The campaign was conducted in two phases: Phase 1 led to the
estimation of 2.54Moz Indicated and Inferred resources and Phase 2 was dedicated to PFS hydrology and
metallurgical drilling and nearby deposit exploration. The exploration program confirmed the down-dip extensions
of the mineralization on the southwestern part of the orebody (Lafigué Centre and Sud).
A PFS was completed in February 2021, and a News Release detailing its findings was published on February 23,
2021.
SAMPLING AND DATA VERIFICATION
Only limited sample preparation was done on-site, and this pertains mainly to the cutting of core samples and the
splitting of percussion drilling chips with riffle-splitters. All crushing and sample pulverization were completed by
independent commercial laboratories following standard industry practice. The samples of the most recent
campaigns were submitted to Bureau Veritas Mineral Laboratory Côte d'Ivoire in Abidjan for gold analyses using the
fire-assay method with an atomic-absorption finish (50gr). An auditable chain of custody was established for the
sample handling, data reporting and database capture.
A comprehensive QA/QC program was established throughout the drilling campaigns. Appropriate standards, coarse
blanks and field duplicates were inserted into the assay stream at regular intervals. The results of the controls were
monitored on a regular basis, before assays were entered into the master assay databases. In addition, selected
samples were submitted to umpire laboratories. The laboratory returned very good results for the certified reference
materials and blanks. The current quality systems in place at Fetekro to monitor the precision and accuracy of the
sampling and assaying are adequate and the laboratory returned acceptable results for use in resource estimation.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section "Mineral Properties of the Corporation" for information on the mineral reserves and mineral
resources.
The Fetekro Lafigué resource model was updated in July 2020 based on the updated exploration drilling. A total of
26 mineralized zones were defined from the current drilling data and geologic interpretations across Lafigué South,
Center, and North areas. The gold assays from the drill holes were composited to 1.0m intervals within the
mineralized wireframes and capped from 15g/t to 30g/t Au. Spatial analysis of the gold distribution within the
mineralized zone using variograms indicated a good continuity of the grades along strike and down dip of the
mineralized zones.
Density was measured in 2282 core samples within the various rock types then averaged within the model by the
weathered zones. The laterite density is 2.0 tonnes per cubic meter, thesaprolite density is 1.80 tonnes per cubic
meter, the transition is 2.4 tonnes per cubic meter, and the fresh rock is 2.80 tonnes per cubic meter.
The gold grade was estimated using ordinary kriging constrained within the mineralized domains. The grade was
estimated in multiple passes to define the higher confidence areas and extend the grade to the interpreted
mineralized zone extents.
78
The grade estimation was validated with visual analysis and comparison with the drilling data on sections and with
swath plots comparing the block grades with the composites.
The mineralized domains were classified into indicated and inferred resource classifications, depending on the
sample spacing, number samples, confidence in mineralized zone continuity, and geostatistical analysis. The
indicated classification was generally applied to blocks within the mineralized zoned defined by a minimum of seven
samples from at least three drill holes with a 50-meter search. The inferred classification is defined by a minimum
of three samples within a 75-meter search from two drill holes.
The resource was constrained by a $1,500 pit shell and 0.50g/t cut-off. The Whittle pit shell optimization assumed
a base mining cost of $2.50 per tonne, $2.75 per tonne for oxide ore, $3.25 per tonne for transition ore and $3.75
per tonne for fresh rock ore, mining recovery of 95%, mining dilution of 10%, overall pit slope of 40
o
, recovery of
96% of the gold in the oxide, 95% in the transition and 94% in the fresh, and processing and G&A cost of $19.85 per
tonne for the oxide and $21.17 per tonne in the transition and fresh.
Following the completion of the PFS in January 2021, a maiden mineral reserve estimate has been completed for the
Fetekro Project, showing 32.0Mt at 2.1 g/t Au for 2,1 Moz of Probable reserves assuming $1,500/oz gold price. For
the reserve estimation, cutoff grades applied were 0.4g/t for oxide material, 0.5g/t for transitional and 0.6g/t of gold
for the fresh material. Reserves were estimated based on a G&A cost of $5.47/t ore and processing costs were
estimated as $9.20/t for oxide, $10.90/t for transition and $12.70/t for fresh ore. The average processing recoveries
were estimated as 96% for oxide and 94.6% for transition and fresh ore.
MINING AND PROCESS PLANT
Based on the PFS results, the mining method will be conventional open pit mining including drilling, blasting, loading
and hauling. It is anticipated that all the mining activities will be contracted to local or international mining services
providers.
Ore mined will be hauled to the ROM pad and stockpiles. Waste mined from the pit will be hauled to the waste
dumps and other projects requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
The Fetekro Metallurgical tests included a total of 40 Lafigué variability samples and 14 comminution composite
samples representative of the ore resource.
The metallurgical Variability Testwork focused on gravity gold recovery with cyanidation of the gravity tail. Gold
recoveries were high from all facies with between 30 and 60% gravity gold recovery and overall gold extractions
above 95%.
The comminution tests focussed on the determination of the abrasion index, and bond rod and ball work index. The
purpose of the test programme was to determine the ore physical characteristics to allow modelling of the grinding
energy required for size reduction to facilitate a crushing and milling circuit design appropriate for the plant
throughput and feed type.
Based on the PFS design, the processing plant at Fetekro will consist of a Carbon-In-Pulp (CIP) plant with a nameplate
capacity of 3.0Mt per annum with a Primary and Secondary crushing, followed by a HPGR and Ball milling circuit to
produce an 80% passing 75-micron grind size.
Ground fresh ore is fed to continuous centrifugal gravity concentrators to recover free gold to a low mass gravity
concentrate. This gravity concentrate is processed through an intensive Cyanide leach reactor followed by
electrowinning to recover the gold.
Classifying cyclone overflow is thickened and fed into a standard Leach-CIP circuit, with CIP tails passing into a
thickener to recover process water before being pumped to the TSF.
79
PRODUCTION, EXPLORATION AND DEVELOPMENT
Based on the PEA results from August 2020, a PFS was launched in Q3-2020 on the updated mineral resource
estimate showing 2.5Moz of Indicated resources. The PFS was completed in February 2021 and the results show that
future operation could have a life of mine of about 10yrs, with an average production in excess of 200koz/yr for the
first eight years. Applying a long-term gold price of $1,500/oz on a flat line basis from the commencement of
production, the pre-tax NPV 5% is $663 million and the pre-tax IRR is 38%. The life of mine average all-in sustaining
cost is $838/oz. A 43-101 Report will be published before the end of Q1 2021. The H1 2021 drilling program will
focus on the PFS requirements (sterilization, geotechnical & hydrogeological program) and work to increase the
Inferred and Indicated Resources at Lafigué.
KALANA PROJECT, MALI
The following summary sets forth information concerning Endeavour’s Kalana Project, which is not considered to be
a material property to Endeavour.
LOCATION
The Kalana Project is located in the Sikasso Region of southwest Mali, approximately 250 km south of the capital
Bamako near the border with Guinea in West Africa and covers a surface area of 387.4 km
2
. Access to the project
area from Bamako is via the RN7 and RN8 sealed highways for approximately 240 km, and a sealed spur road for the
last 10 km. The main deposit, Kalana, is located near the centre of the northern part of the project area and is within
one kilometre of Kalana town. The satellite deposit of Kalanako is located three kilometres northeast of Kalana
deposit. The Project also includes two historical tailing storage facilities (TSFS) containing residual gold.
OWNERSHIP
The Kalana Project comprises of one exploitation permit (the “Kalana Permit”) registered to, Endeavour’s indirect
subsidiary, Société des Mines d'Or de Kalana ("SOMIKA") and two permits held by Endeavour. The Kalana Permit is
an exploitation and exploration permit that was derived from legislation passed to enable the Soviet Union-aided
state company La Société de Gestion et d'Exploration des Mines d'Or et de Kalana ("SOGEMORK") to develop the
Kalana Mine in the late 1960’s.
The exploitation permit granted to SOGEMORK was transferred to Ashanti Gold Fields Company Limited ("Ashanti")
on November 30, 1995; in April 2003, it was transferred to Avnel Gold Mining Limited (“Avnel”) with the tenement
simultaneously reinstated for a new term of 30 years. SOMIKA was formed on July 23, 2003 and the permit
transferred by Avnel to SOMIKA; SOMIKA is owned 80% by Avnel and 20% by the State of Mali. In September 2017,
Endeavour acquired Avenel.
The Kalana Permit confers the right to exploit and explore for gold and silver for a period of 30 years. The Kalana
Report notes that if the exploitation of the mineral deposit or subsequent mineral finds are not completed at the
end of the 30-year period, the permit may be renewed at the discretion of the Malian government, and on the terms
negotiated at such time, for two additional 10-years terms until the mineral reserves are depleted within the
boundaries of the permit.
In order to consolidate the land around the Kalana Permit, two additional contiguous exploration permits were
sought and obtained by Endeavour in 2018: the Fougadian permit, which covers 100 km² located to the south of the
Kalana Permit, was obtained on May 2, 2018, and the Kalako West permit, covers 21 km² located to the east of
Kalana in the north, was obtained on December 6, 2018.
80
HISTORY
Historically, the Kalana Mine was operated by SOGEMORK between 1982 and 1991. The underground workings
were accessed by two vertical shafts to depths of 108m and 103m in order to mine the flat dipping quartz veins and
some stockwork mineralization below the saprolite (approximately 80m depth). During its seven-year tenure,
SOGEMORK produced approximately 81,800 oz of gold from 0.227 Mt mined, grading an average of 13 g/t Au at a
gravity-only recovery of 86%.
The Kalana Mine was restarted by Avnel in January 2004 as an underground mine, with gold being recovered in a
gold plant using gravity recovery only. The mine reserves were extended by the deepening on No.2 vertical shaft to
180m below surface. The mining method was room and pillar. Ore was extracted from narrow stopes by drilling and
blasting with scraper winches removing ore from the stopes. The mine production rate was approximately 50 kt per
annum. From 2004 to 201, the mine produced 0.185 Moz of gold from 629 kt at an average grade of 11.6 Au g/t with
83% recovery.
Following its acquisition of Avnel in late Q3 2017, Endeavour completed the integration of Avnel and then ceased
the small-scale underground operations and started clearing the underground workings and existing infrastructure
to allow for the development of future open pits, as well as to establish access for exploration.
GEOLOGY
The Kalana Project is located in close proximity to the western edge of the large Bagoé Basin, a component of the
Man-Leo Shield of the West African Craton. The Kalana deposit is a Paleoproterozoic orogenic gold deposit
associated with a diorite intrusion within sedimentary rocks of the lower part of the Upper Birimian Group. The
mineralization is hosted in narrow shallow dipping quartz and associated inter-vein mineralization defining together
the vein packages. The predominant strike and direction of quartz vein packages varies across the deposit, but with
a relatively consistent orientation locally.
EXPLORATION
Exploration activities in the Kalana Project have been divided into brownfield exploration around the Kalana Mine
itself, and greenfield exploration in the rest of the land package.
The greenfield exploration has included the mapping of artisanal working sites, the sampling and analysis of termite
mounds, the use of geophysical surveys (aeromagnetic, radiometric, ground induced polarisation and gravity), and
drilling campaigns. Anomalies within the permit area were identified by:
Significant gold in-soil anomalies;
Gold-arsenic correlation maps showing a good association of these two elements, indicating that the
significant anomalies are most likely close to the source; and/or
Large-ion lithophile element ("LILE") maps delineating alluvium-filled drainage trends, which mask or hide
parts of elongated gold-in-soil anomalies.
The brownfield exploration was originally focused largely on the compilation of prior work, as well as mapping and
sampling of the underground workings and drilling. This work was boosted significantly in 2009 and included a three-
year drilling exploration campaign over the Kalana deposit, Kalanako and the Djirila target (located in the southeast
corner of the permit). A dedicated underground mine exploration team was formed in 2009 (until 2012) which
focused on mapping, sampling and dedicated underground development to verify the concept of vein packages,
examine the structural framework, verify drill hole grade variability within vein packages exposed in existing stopes
and galleries, and understand the distribution of gold in the vein packages in order to constrain the drilling pattern
and the variability of grade at a sample scale. It was reported that the underground sampling generally confirmed
81
the mine grade control sampling results, with a less scattered statistical distribution noted. Sampling and mapping
of the underground development confirmed the consistency of drill hole grades and structural interpretations with
that observed in the workings.
In 2013, exploration activities focused on the reinterpretation of the geological framework, re-sampling and re-
assaying historical drill samples and drilling new holes. The assaying of old and new samples used a two-kilogram
LeachWELL (a fast cyanide bottle-leach method suitable for high grade and/or coarse gold) approach.
The re-sampling and re-assaying focused on samples that were significant to the mineralization. The results were
included in revisions of the geological interpretations (minor) and updated resource models (the main difference
was the change in grade and reduction of variability of the mineralization caused by the assaying).
In 2015, Avnel completed a total of 30,143m of drilling on the Kalana deposit including RC, RC-DD and DD drilling.
The revised interpretations and assay data were used as the primary basis of Avnel's resource model.
Starting in late, 2017 Endeavour initiated pre-development activities to optimize the Kalana Project, which included:
Resuming exploration activities on both the Kalana deposit and nearby Kalanako;
Considering a revised feasibility study with the goal of increasing the current plant design capacity to lift
the average annual production and shorten the mine life based on current reserves, integrating the
exploration results from the upcoming drilling campaign, and leveraging Endeavour's construction expertise
and operating synergies; and
Creating dedicated Kalana Project Community Relations and HSE teams to validate the census and
stakeholder mapping, with the aim of defining a resettlement action plan before relocation activities
commence.
The Kalana exploration program in 2018 amounted to $7 million and comprised of approximately 48,000m of drilling,
focused primarily on the Kalana deposit and to a lesser extent on the Kalanako deposit. At the Kalana deposit, the
in-fill drilling program improved the geological model and converted a portion of the previously classified Inferred
Resource in the northeastern part of the deposit to the Indicated category.
In 2019, a $2 million reconnaissance drilling campaign comprising approximately 20,500m, was conducted on targets
in the Kalana project area.
The 2016 Kalana Mineral Resource Estimate ("MRE"), prepared on behalf of Avnel, was updated in 2018-20 following
a rebuild of the geological model using a more conservative approach to incorporate tighter geological controls for
the high-grade nugget effect, stacked vein sets and dilution. Endeavour considers the updated 2018 Kalana
geological model to be a more robust and accurate model as:
The geological model was updated with over 30,000m of in-fill drilling completed since the project was
acquired in mid-2017. In total, more than 2,200 holes and more than 221,000 assays (including over
103,000 LeachWELL assays) were used to refine the geological model.
A total of 135 veins within 61 vein packages were individually modelled as opposed to the previous
approach of applying geostatistics to 56 grouped vein packages, and thereby provided an upgraded
confidence in the vein packages/domain/geological boundaries.
Mineralized intersections outside of the defined wireframes where continuity was not proven were
excluded.
The cut-off grade was lowered from 0.9 Au g/t to 0.5 Au g/t.
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The Kalanako geological model was updated in 2018 with a similar approach to that used at Kalana.
In 2020, greenfield exploration (including soil sampling and field mapping) was conducted on the Kalana project
permits.
An exploration plan and budget for 2021 is to be evaluated in light of the results of the PFS.
MINERAL RESERVES AND MINERAL RESOURCES ESTIMATES
See Table 3 in section "Mineral Properties of the Corporation" for information on the Mineral Reserves and Mineral
Resources.
The Kalana Deposit MRE was updated in February 2020 by Paul Blakeney from Optiro Consultants based on the
updated geological model. The gold assays from the drill holes were composited to one-meter intervals within the
mineralized wireframes and capped at various grades between 65 Au g/t to 150 Au g/t.
Density was measured in 13,079 core samples within the various rock types, averaged within the model by
weathered zone. The laterite density was 1.67 t/m
3
, the saprolite density 1.64 t/m
3
, the transition 2.15 t/m
3
and
fresh rock 2.68 t/m
3
.
The gold grade was estimated using Categorical and Ordinary Kriging constrained within the mineralized domains.
The grade was estimated in multiple passes to define the higher confidence areas and to extend the grade to the
interpreted mineralized zone extents.
The grade estimation was validated by visual analysis, global comparisons and profile plots within each strutural
domains. The parent block grades were post-processed using local uniform conditioning.
The mineralized domains were classified into Indicated and Inferred Mineral Resource classifications, depending on
the drillhole spacing, number samples and geostatistical analysis. The Indicated classification was generally applied
to blocks within the mineralized zoned defined by at least three drill holes within a 50m search. No Measured
category material was assigned, largely because of the coarse gold character of the deposit, the high nugget effect
component and the relatively poor grade continuity definition provided by the drilling data.
The Mineral Resource was constrained by a $1,500 pit shell and a cut-off grade of 0.5 Au g/t.
Following the completion of the Pre-Feasibility Study (PFS), a Mineral Reserve has been estimated for the Kalana
Deposit including 33.6 Mt at 1.58 Au g/t for 1.71 Moz of Probable Reserves.
The Kalanako MRE was updated by Optiro in June 2020 and the TSF MRE by Endeavour in September 2020 which
form part of the Kalana Project PFS, contributing 1.2 Mt at 2.21 Au g/t for 90 koz and 0.82 Mt at 1.67 Au g/t for 40
koz of Probable Reserves respectively.
MINING
Based on the Kalana Project PFS results, the mining method will be conventional open pit mining including drilling,
blasting, loading and hauling. It is anticipated that all the mining activities will be contracted to mining services
providers.
Ore mined will be hauled to the ROM pad and stockpiles. Waste mined from the pit will be hauled to the waste
dumps and other projects requiring waste material for construction (i.e. tailing storage facility, haul roads etc.).
83
METALLURGY AND PROCESS PLANT
Several metallurgical testwork programs have been performed over the years on the Kalana Project. The
metallurgical Variability Testwork focused on gravity gold recovery with cyanidation of the gravity tail. Gold
recoveries were high from all facies with between 30% and 80% gravity gold recovery and overall gold extractions
between 88% and 96% depending on the ore type.
Based on the PFS design, the processing plant at Kalana will consist of a CIL plant with a name plate capacity of 3.0
Mt per annum with a typical SABC comminution circuit to produce an 80% passing 90-micron grind size.
Ground fresh ore will be fed to continuous centrifugal gravity concentrators to recover free gold to a low mass gravity
concentrate. This gravity concentrate will be processed through an intensive cyanide leach reactor followed by
electrowinning to recover the gold.
The CIL feed will be thickened and fed into a standard CIL circuit, with leach tails passing into a cyanide destruction
and arsenic precipitation process before being pumped to the TSF.
PRODUCTION, EXPLORATION AND DEVELOPMENT
The PFS results show that the future Kalana operation could have a life of mine of about 11 years, with an average
production in excess of 200 koz/year for the first three years, reducing to 150 koz/yearr for the following four years,
and reducing further to 100 koz/year for the last four years.
Applying a long-term gold price of $1,500/oz on a flat line basis from the commencement of production, the pre-tax
NPV 5% is $491 million and the pre-tax IRR is 55%. The life of mine average cash cost per ounce is $825, after
deduction of the State royalty.
GOLDEN HILL PROJECT, BURKINA FASO
The following summary sets forth information concerning Endeavour’s Golden Hill Project, which is not considered
to be a material property of Endeavour.
The Golden Hill project consists of three exploration permits covering 468 km
2
located in the south west of Burkina
Faso (the “Golden Hill Project”): the Intiédougou permit (231.7 km
2
) located in the Bougouriba, Ioba and Tuy
provinces; the Baniri permit (144.7 km
2
) located in the Tuy province; and the Mougué permit (91.58 km
2
) located in
the Bougouriba province. These permits have now expired, and a mining license application has been submitted.
Currently, given the recent acquisition of Golden Hill by Endeavour, the viability of processing ore from Golden Hill
at the Houndé plant is being assessed. Endeavour is considering withdrawing its mining license application and
submitting applications to obtain new exploration permits covering the global perimeter of the former Intiédougou,
Baniri and Mougué permits in order to conduct additional exploration works.
The Golden Hill tenements were subject to a shareholder and earn-in agreement dated June 27, 2014 between Boss,
Gryphon and Boss Minerals Pty Ltd, under which Gryphon had earned 51 percent of tenements. On October 12,
2016, Teranga completed its acquisition of Gryphon by way of the Scheme under the Australian Corporations Act
and assumed Gryphon’s 51 percent interest in Golden Hill. On January 20, 2017, Teranga changed the name of
Gryphon, under Australian corporate law, to Teranga Gold (Australia) Pty Ltd. On October 2, 2018, Teranga
completed its acquisition of the remaining 49 percent interest in Golden Hill from Boss to reach its ownership
percentage to 100 percent interest in Golden Hill via Teranga’s subsidiary in Burkina Faso, Boss Minerals, itself wholly
owned by Teranga Gold (Australia) Pty Ltd.
The Golden Hill Project is considered particularly prospective, as it is located within the highly mineralized Houndé
Greenstone Belt. This belt hosts the majority of the high-grade discovered gold oz in Burkina Faso, including the
recently discovered Siou deposit plus the high-grade Yaramoko deposit. The belt also hosts the Mana Mine and the
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Houndé deposit. The Golden Hill Project straddles the same stratigraphy and structures that host these high-grade
deposits.
The initial mineral resource was announced in early 2019 with the following estimate: 6.40 Mt grading 2.02 g/t Au
for 415,000 oz of indicated mineral resources and 11.95 Mt grading 1.68 g/t Au for 644,000 oz of inferred mineral
resources. During the second half of 2019, the Company initiated a further $5 million program predominantly related
to the initiation of a 27,000-metre diamond core and reverse circulation drilling program. In addition, an excavator-
trenching program was utilized to provide detailed structural and lithologic information at numerous anomalous
trends in advance or concurrent with the drilling evaluation program. As of December 31, 2019, a total of 171
diamond core and 44 reverse circulation holes comprising 18,520 metres of the drilling campaign had been
completed. The remainder of the 27,000-metre drilling campaign was completed by February 28, 2020.
In 2020, exploration activities at the Golden Hill Project were limited to Q1 and Q4 as the field exploration program
was suspended in Q2 and Q3 due to the impacts of the Covid-19 pandemic on travel and staff mobility. Although
field activity programs were limited during the year, an additional 27,150m, including 15,536m of diamond drill core
holes and 11,614m of reverse circulation drill holes were completed. The majority of drilling was completed at
various portions of the Ma Structural Complex, A-Zone, B-Zone and the Peksou/C-Zone deposits. In addition, soil
sampling was undertaken over a number of target areas to further define mineralized structural trends, followed by
excavator trenching prior to drilling. Physical, biological and social surveys are ongoing, and will form the basis for
an ESIA. A technical report titled, “Technical report on the Golden Hill Project, Burkina Faso”, dated December 17,
2020, was filed to support the disclosure of an updated Mineral Resource estimated on the Golden Hill Project.
Golden Hill Project is within trucking distance of Houndé mine and Endeavour is assessing the viability of processing
ore from Golden Hill at the Houndé plant. The mineral resources at Golden Hill Project have been consolidated under
the Houndé Mine in Table 3 in the section "Mineral Properties of the Corporation".
OTHER PROPERTIES
Endeavour has various greenfield exploration properties in Côte d'Ivoire, Mali, Burkina Faso, Niger, and Guinea, at
different stages of exploration, which are currently considered to be non-material to the Corporation, including the
early-stage exploration properties described below.
CÔTE D'IVOIRE
The Corporation has been granted eleven exploration permits covering 2,675km². In addition, Mankono Exploration
SA, a joint venture between Barrick Group (70%) and Endeavour (30%), holds two permits for an additional ~400km
2
.
The exploration permits are at varying stages of progress. The Corporation also holds the Afema gold project in
southeast Côte d’Ivoire. The Afema land package comprises of more than 1,400 km
2
consisting of the Afema mining
license and three exploration permits – Ayame, Mafere and Aboisso. Finally, EDV is operator on two permits, Dianra
and Sangaredougou for nearly 800km², through a JV with Miminvest SA.
BURKINA FASO
Endeavour holds 59 exploration leases covering 7550 km² of Burkina Faso gold greenstone belts. Thirty-two permits
in the prolific Houndé belt for a total of 4,146 km2. This includes, from North to South, nine permits in proximity to
the Mana mining permit for 1,250 km², twelve permits in proximity to the Houndé mining permit for 1,183km², and
eleven permits in the Bantou project (five permits 985km²) and Karankasso JV project with Sarama Resources (six
permits 727 km² with Endeavour holding approximately 81%). The Bantou project hosts the Bantou and Bantou
North deposits. In the under explored Banfora greenstone belt, two permits are held for 256 km². On the Goren
greenstone belt, thirteen permits covering 1,027km² are held in proximity to the Karma mining permit, in addition
to the Bissa exploration area with its two exploration permits covering 428 km². Five exploration permits are held in
the Diapaga greenstone belt in proximity to the Boungou mining permit, totalizing 793km², along with four
85
exploration permits covering 657km² of the belt extension for the Nabanga project which hosts the Nabanga deposit.
The Liguidi permit covers 240 km² of the southern extension of the Samira greenstone belt.
MALI
The Corporation holds six exploration permits in the western region of Mali. Greenfield exploration is conducted on
these permits, which refer to the Netekoto exploration project, totaling a consolidated 366km
2
.
GUINEA
The Corporation holds four exploration permits in the Siguiri region of Guinea. Greenfield exploration is conducted
on these permits, referred to as the Siguiri exploration project, totaling a consolidated 366km
2
.
RISK FACTORS
OPERATIONAL RISKS
Endeavour has identified the following risks relevant
to its business and operations. These risks and
uncertainties could materially affect Endeavour's
future operating results, financial performance and
the value of Endeavour Shares, and are generally
beyond the control of Endeavour. The following risk
factors are not all-inclusive, and it is possible that
other factors will affect Endeavour in the future.
The COVID-19 pandemic has had a negative
impact on worldwide economic activity and may
have an ongoing impact on our business.
The rapid, global spread of COVID-19 and its variants
has adversely affected the global economy and has
resulted in significant volatility in financial markets,
volatility in the price of and the demand for gold and
has reintroduced risks relating to quantitative easing,
monetary accommodation and fiscal discipline.
Government measures taken in response to the
COVID-19 pandemic, including quarantine and
lockdown orders, as well as other indirect effects
from the COVID-19 pandemic on global economic
activity, have resulted in some degree of global
economic downturn.
Operationally, business continuity planning has been
and remains challenging in many countries. The
response to the pandemic has varied by jurisdiction,
with authorities imposing different requirements,
often changing as the crisis evolves. Our office staff
have been working and continue to work remotely as
required by local guidance and regulation, which has
increased our exposure to cyber related risks. Almost
all of our mining operations, and their related supply
chains, were impacted to a degree by changed
protocols or working practises, though none were
required to suspend production. While we engaged
with relevant government authorities and advisors to
ensure that the responses and measures
implemented focused on the health of our workforce
and communities and we established a crisis
management team, with a well-regarded
epidemiologist acting as special advisor to Endeavour
and an 11-person medical team from a leading US
NGO to support the mines’ medical teams, the
COVID-19 pandemic continues to create significant
uncertainty for our business. The factors creating this
uncertainty may affect the continuity of operations,
the availability of essential staff and contractors, the
availability and timeliness of input materials or
equipment used for the mining and processing of
gold, the timing for (and logistical viability of) gold
sales to our refiners and offtakers, as well as the
stability of the communities, the governments and
the agencies of state upon which we depend.
Future spread of COVID-19, including in areas where
our assets are located, may result in greater risk of
exposure to employees, and we may respond by
curtailing, rescheduling or suspending operations,
construction or development at these assets or be
required to do so by the relevant authorities.
In addition, our customers or suppliers may seek to
release themselves from their contractual obligations
by claiming that the ongoing pandemic and
associated government responses constitute a force
majeure event. Furthermore, the liquidity of our
customers and suppliers may be impacted by the
COVID-19 pandemic, potentially leading to increased
86
credit risk if the economic downturn and
government-imposed measures to curb the spread of
the COVID-19 pandemic continue for an extended
period of time.
The impact of the COVID-19 pandemic on our
business going forward will depend on a range of
factors which we are not able to accurately predict,
including the duration and scope of the pandemic, the
geographies impacted, the efficacy and rate of
vaccinations, the impact of the pandemic on
economic activity and the nature and severity of
measures adopted by governments, including
restrictions on travel, mandates to avoid large
gatherings and orders to self-quarantine or shelter in
place. The COVID-19 pandemic has led to sharp
reductions in global growth rates and the ultimate
impact on the global economy remains uncertain.
Accordingly, the COVID-19 pandemic may have
significant negative impacts in the medium and long-
term, including on our business, financial condition
and results of operations.
Endeavour’s business could be adversely
affected by global economic conditions.
In recent years, global economic conditions have
been characterized by ongoing volatility, and can
suddenly and rapidly destabilize in response to any
number of macro events, including natural disasters,
geopolitical instability, changes to energy prices or
sovereign defaults. This has most recently been the
case as a result of the COVID-19 pandemic. These
global events are outside of our control and could
have an impact on the operation of our assets, and in
turn, our financial results.
Recent years have seen disruption and volatility in the
global capital markets, including in response to the
COVID-19 pandemic. In the future, such volatility
could increase our cost of capital and adversely affect
our ability to access the capital markets. Our ability to
raise future financing for the funding of our
operations or refinancing of existing indebtedness
may be restricted, which could also have an adverse
effect on our business and our ability to react to
changing economic and business conditions.
In addition, an actual or perceived decline in
economic and financial conditions globally or in a
specific country, region or sector may have a material
adverse effect on our business and ability to access
external financing. A tightening of available credit
may make it more difficult to obtain, or may increase
the cost of obtaining, financing for our activities and
capital expenditures at our mining assets.
Endeavour's business is highly dependent on
and sensitive to the price of gold.
Our business operations, profitability and long-term
viability may be significantly affected by changes in
the market price of gold. The price of gold has
historically fluctuated significantly, and is affected by
numerous factors beyond our control, including,
without limitation, sales and purchases of gold,
forward sales of gold by producers and speculators,
world supply of gold, stability of exchange rates (in
particular, the relative strength of the U.S. dollar
versus other currencies), global and regional political
and economic conditions or events, industrial and
retail demand, sales by central banks and other
holders, U.S. interest rates and inflation expectations,
global gold production, and cost levels in major gold
producing regions such as China, Russia and Australia
and speculator and producer responses to any of the
foregoing factors. Serious price declines in the market
value of gold could render our assets uneconomic.
There is no assurance that, even as commercial
quantities of gold and other precious metals are
produced, a profitable market will exist for them.
There can be no assurance that the market price of
gold will remain at current levels or that such price
will improve. A decrease in the market price of gold
could adversely affect the profitability of our existing
mines and projects, our balance sheet and financial
health, our ability to pay a dividend to shareholders
or otherwise return capital to them, as well as our
ability to finance the exploration and development of
additional assets.
The market price for gold has been and continues to
be volatile. Declining gold prices can also impact our
operations by requiring a reassessment of the
feasibility of a particular project. Such a reassessment
may be the result of a management decision or may
be required under financing arrangements related to
a particular project. If a project or mine is determined
to no longer be economically viable, we may
nonetheless be obligated to continue our operations,
due to our obligations under our mining licenses,
regardless of profitability. The suspension or
stoppage of mining operations at a site could result in
the loss of the mining license or other penalties. Even
if a project is ultimately determined to be
economically viable, the need to conduct such a
87
reassessment may cause substantial delays or may
interrupt operations until the reassessment can be
completed. If revenue from gold doré sales decline,
we may have insufficient cash flow from mining
operations to meet our operating needs. Any of these
factors could have a material adverse effect on our
business, results of operations, and financial
condition.
There can be no assurance that the market price of
gold will remain at current levels or that such price
will improve. A decrease in the market price of gold
could adversely affect the profitability of our existing
mines and projects as well as our ability to finance the
exploration and development of additional
properties.
Endeavour's mining and exploration activities
and future mining operations are, and will be,
subject to operational risks and hazards inherent
in the mining industry.
We currently have seven operating mines, the
Boungou, Houndé, Karma, Mana, and Wahgnion
Mines in Burkina Faso, the Ity Mine in Côte d’Ivoire
and the Sabodala-Massawa Mine in Senegal. We also
have two advanced stage development projects, the
Fetekro Project in Côte d’Ivoire and the Kalana Project
in Mali, as well as several earlier stage development
and exploration properties, and an extensive
portfolio of greenfield exploration targets in a range
of locations.
Our activities at these assets are subject to numerous
development and operating risks and hazards
normally associated with natural resource projects,
many of which are beyond our control. These
development and operating risks and hazards include
unanticipated variations in grade and other geological
problems, seismic activity, climatic conditions such as
flooding, particularly during West Africa’s rainy
season, metallurgical and other processing problems,
IT and technical failures, unavailability of materials
and equipment, interruptions to power supplies,
industrial actions or disputes, industrial accidents,
labour force insufficiencies, disputes or disruptions,
unanticipated logistical and transportation
constraints, community action or political protests,
epidemics or health emergencies, force majeure
factors, sabotage, cost overruns, fire, explosions,
vandalism, political violence, terrorism and crime.
There is the potential risk of a prolonged disruption
or inoperability of one or more of our assets due to
ineffective maintenance processes, personnel issues,
lack of critical spares, repair cost budgeting, or poor
record keeping and data analytics.
We are also subject to risks associated with the use of
new technology. At our Sabodala-Massawa Mine in
Senegal, we believe that the life of mine plan relies on
the implementation of a refractory ore treatment
technology that has not yet been finally selected, but
that will require the correct study data, analysis and
conclusions, the design of a corresponding flowsheet
(and associated infrastructure) that will effectively
treat the refractory ore over the life of mine, and
rollout and maintenance of an operating plan that will
successfully recover gold from the processing circuit
in the quantities and at the costs anticipated. This
technology is complex to develop and to operate, and
we do not currently operate this type of processing
technology at any of our existing assets. If we fail to
properly develop or properly operate the new
processing circuit, it could materially affect our
production levels and operating costs at the
Sabodala-Massawa Mine. A disruption in operations
or the inoperability of one or more of our assets could
have a material adverse effect on our business,
financial condition or results of operations.
In addition, our assets are subject to environmental
hazards as a result of the processes and chemicals
used in the extraction, production, storage, disposal
and transportation of gold. Environmental hazards
may exist on our properties or properties that may be
encountered while our products are in transit. These
risks and hazards could result in damage to, or
destruction of, properties or production facilities,
cause production to be reduced or to cease at those
properties or production facilities, result in a decrease
in the quality of the products, increased costs or
delayed supplies, personal injury or death,
environmental damage, loss of our licenses or
permits, business interruption and legal liability and
result in actual production differing from estimates of
production.
Our assets are located in West Africa, a region in
which the year is divided into rainy and dry seasons.
Heavy rains during the rainy season can contribute to
flooding and an abundance of insects, some of which
may carry diseases such as malaria, which can impact
our employees and contractors. While we can
mitigate the effects of the rains and flooding by
utilizing stockpiles implementing malaria prevention
measures and conducting activities such as drilling
88
bore holes to reduce the effects of flooding, the
seasonal rainfall may have an impact on our
operations. Any of these factors could have a material
adverse effect on our business, results of operations,
financial condition or results of operations.
Government regulations may have an adverse
effect on Endeavour's exploration, development
and mining operations.
The business of mineral exploration, development,
mining and processing is subject to various national
and local laws and plans relating to permitting and
maintenance of title, environmental consents,
taxation, employee relations, health and safety,
royalties, land acquisitions, land use, waste disposal,
environmental protection and remediation,
protection of endangered and protected species,
mine safety, toxic substances and other matters.
Although we believe we currently comply with all
material rules and regulations, no assurance can be
given that new rules and regulations will not be
enacted or that existing rules and regulations will not
be applied in a manner which could limit or curtail
production or development. New laws and
regulations, amendments to existing laws and
regulations, administrative interpretation of existing
laws and regulations, or more stringent enforcement
of existing laws and regulations, whether in response
to changes in the political or social environment in
which we operate or otherwise, could cause us to
incur additional expense or capital expenditure
restrictions or suspensions of our activities and delays
in the exploration and development of our
properties.
We operate in four jurisdictions in West Africa,
Burkina Faso, Côte d’Ivoire, Mali and Senegal. We are
subject to local laws in each jurisdiction, including but
not limited to tax laws, employment laws,
environmental laws, laws related to bribery and
corruption and financial regulation. We are also
subject to local mining laws and regulations in each
jurisdiction. Any existing and new mining, exploration
operations and projects that we own and operate are
subject to various national and local laws, policies and
regulations governing the ownership, prospecting,
development and mining of gold, taxation and
royalties, exchange controls, import and export
duties and restrictions, investment approvals,
employee and social community relations and other
matters.
Our efforts to comply with existing and new rules and
regulations have resulted in, and may continue to
result in, increased general and administrative
expenses and a diversion of management time and
attention from revenue-generating activities to
compliance-related activities. Any failure to comply
with applicable laws and regulations, even if
inadvertent, may result in civil or criminal fines or
penalties or enforcement actions, including orders
issued by regulatory or judicial authorities. We may
also be required to compensate third parties suffering
loss or damage by reason of a breach of such laws and
regulations. Such failure to comply with applicable
laws and regulations may ultimately result in
interruption or closure of exploration, development
or mining operations, which may have a material
adverse effect on our business, results of operations
and financial condition.
Endeavour'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 to changes.
All phases of our mining operations are typically
subject to environmental, health and safety
regulations in the various jurisdictions in which we
operate. Environmental, health and safety legislation
in many countries is evolving and the trend has been
toward stricter standards and enforcement,
increased fines and penalties for non-compliance,
more stringent environmental assessments of
proposed projects and increasing responsibility for
companies and their officers, directors and
employees. Compliance with environmental, health
and safety laws and regulations may require
significant capital expenditure and may cause
material changes or delays in our intended activities.
There can be no assurance that future changes in
environmental, health and safety regulations will not
adversely affect our business, and it is possible that
future changes in these laws or regulations could
have a significant adverse impact on a portion of our
business, causing us to re-evaluate those affected
activities at that time.
Our stakeholders and the communities in which we
operate increasingly expect us to apply stringent
internationally recognized environmental, health and
safety benchmarks to our operations, in addition to
complying with local laws and regulations. We follow
a number of international standards and reporting
89
requirements, including the IFC Performance
Standards and the RGMPs. Additionally, certain
financial institutions from which we have borrowed
funds are signatories to the Equator Principles, a set
of voluntary principles that require signatory banks
not to advance loans to an entity whose operations
do not meet internally recognized social or
environmental standards. Our deviation from these
standards or similar benchmarks could prevent or
adversely affect our existing or future financing.
In addition, we must also continually engage with our
stakeholders, local communities and other interested
parties such as non-governmental organizations
regarding the environmental and social impact of our
operations and undertake steps to mitigate such
impact where feasible. Our potential failure to meet
the environmental, health and safety expectations of
these various stakeholders may harm our
stakeholders or our reputation, as well as our ability
to bring projects into production, which could in turn
adversely affect our revenues, results of operations
and cash flows, potentially in a material manner. In
addition, the cost of and management time allocated
toward ensuring compliance with standards of social
responsibility and sustainability are expected to
increase over time. The complexity of these
requirements may also change and become more
complex which may see us struggle to meet or adapt
to such requirements. We use sodium cyanide and
other hazardous chemicals in our gold production at
our mines and may in the future use sodium cyanide
at future operating mines. If sodium cyanide or other
chemicals leak or are otherwise discharged from our
containment system, we may be subject to liability for
clean-up work, for the impact on human health or for
damage to the local environment and waterways. In
addition, we are exposed to claims alleging injury or
illness from exposure to hazardous materials present,
used at or released into the environment from our
sites.
Furthermore, environmental hazards may exist on or
adjacent to our projects. We may be liable for losses
associated with environmental hazards on or
adjacent to our projects, or may be forced to
undertake extensive remedial clean-up action or to
pay for governmental remedial clean-up actions, even
in cases where such hazards have been caused by
previous or existing owners of or operations on
project land, by past or present owners of adjacent
properties or natural conditions, or where such
hazards or action have not been undertaken by
employees of the Corporation. The costs of such
clean-up actions may have a material adverse impact
on our business, results of operations and financial
condition.
Endeavour is subject to risks and potential
liabilities related to its tailings storage facilities
Mining and mineral processing operations generate
waste rock and tailings. We store waste rock and
tailings, respectively, in waste rock dumps and tailing
storage facilities at our sites, and any failure or breach
of these facilities, including any associated dam, could
be significant and result in damage to the
environment, personal property and could lead to
personal injury or loss of life. The design and
maintenance of the tailings facilities and/or the
management of waste water may prove to be
inadequate and may contribute to dam failures or
tailings releases which may result in significant
damage to the environment and wildlife or injury to
persons. Such an incident at our operations could
result, amongst other things, in enforcement actions,
obligations to remediate environmental
contamination, damage to our reputation, claims for
property or natural resources damages, securities
litigation, personal injury claims by adjacent
communities and interruptions in production.
Failure to comply with environmental, health and
safety laws and regulations relating to tailings
facilities may also result in injunctions, fines,
suspension or revocation of permits and other
penalties. The costs and delays associated with a
tailings spill, breach, or failure to comply with
applicable regulations may prevent us from operating
(or further developing) a mine or may increase the
costs of production or development. Additionally,
even though it may no longer be profitable to
continue commercial production at a site due to a
tailings failure, we may be obligated to continue
operations due to the conditions of the relevant
mining license. We may also be held responsible for
the costs of investigating and addressing a spill
(including possible claims for natural resource
damages) or for fines or penalties from governmental
authorities. Further, we may be held liable for third
party claims for losses and damages relating to spills
or failures of the tailing facilities. The costs associated
with such responsibilities and liabilities may be
significant, may be higher than estimated, may
involve a lengthy clean-up and could materially
90
adversely affect our business, results of operations or
financial condition.
Incidents at other mining companies’ operations
could result in governmental action to tighten
regulatory requirements and restrict mining
activities, particularly with respect to tailings storage
facilities. This could affect our results of operations or
could lead us to have to dedicate significant capital
expenditure in order to bring our facilities into line
with changing regulations.
Endeavour is subject to risks and expenses
related to reclamation costs and related
liabilities.
Land reclamation requirements are generally
imposed on mining companies to minimize the long-
term effects of land disturbance, and we are subject
to such requirements at our assets. Reclamation may
include requirements to treat ground and surface
water to drinking water standards, control dispersion
of potentially deleterious effluent and reasonably re-
establish pre-disturbance land forms and vegetation.
Such reclamation obligations require us to divert
financial resources that might otherwise be directed
to our operations or further exploration and
development programs, or for purposes of
shareholder returns.
Reclamation legislation in the jurisdictions in which
we operate requires us to maintain certain funding
accounts, restricted cash and bonding arrangements,
including the following:
- Boungou, Houndé, Karma, Mana and Wahgnion
Mines, Burkina Faso
In connection with the Boungou, Houndé, Karma,
Mana and Wahgnion Mines, applicable legislation
requires us to open and fund a bank account at the
West African Centrale Bank (BCEAO) to create a fund
to be used to pay the costs of implementation of the
environmental preservation and rehabilitation
program. Withdrawals of funds on this account by the
account holder are subject to (i) favorable opinions of
the Ministers of Mines and of Environment and (ii) the
prior authorization from the Minister of Finance. The
annual contribution starts on January 1 of the first
year following the start-up date of the mine, and
thereafter the annual contribution can be made at any
time during a given year. The annual contribution is
equal to the total forecasted rehabilitation budget as
stated in the environmental impact study (or any
subsequent updated study) divided by the number of
years of the life of the mine. In relation to the Karma
Mine, the environmental preservation and
rehabilitation bank account is set up and we proceed
to top-up the amount with yearly payments. In
relation to the Houndé Mine, the environmental
preservation and rehabilitation bank account is set up
and we proceed with yearly payments as legally
required. In the case of the Bouéré-Dohoun Gold
Operation, the process is underway, and we are
waiting for BCEAO to confirm the account has been
opened. Boungou and Mana have set up bank
accounts in commercial banks (Bank of Africa and
United Bank of Africa, respectively) and are making
yearly payments. For Wahgnion mine, payments are
made on a quarterly basis into a separate
rehabilitation account with Société Générale. In
January 2021, the BCEAO account was finalized and
opened. The funds will be transferred from the Société
Générale account to the BCEAO account shortly.
- Ity Mine, Côte d’Ivoire
In connection with the Ity Mine, applicable legislation
and the mining convention signed with the
government of Côte d’Ivoire require us to open an
environmental rehabilitation bank account in order to
make annual contributions equal to 10% of the total
forecast rehabilitation budget as stated in the
environmental and social impact assessment (each an
“Ity Instalment”) during the number of years forming
the mine life (i.e., 10 years). Consequently, each year,
we should deposit in cash 20% of each Ity Instalment
in the environmental rehabilitation bank account. The
remaining 80% of each annual Ity Instalment must be
covered by way of a bank guarantee.
- Kalana Project, Mali
The Mining Code of the Republic of Mali requires
mining companies to open a bank account at the
BCEAO to provide a form of financial assurance (bond
or letter of credit) issued by an internationally
recognized bank and equal to 5% of the mining
company’s forecasted turnover figure. This legislation
has historically not been enforced since its passage in
2012, and we have not as yet fulfilled such
requirements. While we do not expect any material
liability to be incurred as a result of such non-
compliance, and while we in any case expect to meet
our reclamation obligations upon mine closure as
required by local law, the strict environmental
standards we are held to in the facilities, as well as on
the basis of the international best practices we hold
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ourselves to, we can provide no assurance that the
government of Mali will not impose penalties on us or
otherwise require us to comply.
- Sabodala-Massawa Mine, Senegal
Since the implementation of the 2003 mining code in
Senegal, holders of mining titles are technically
required to rehabilitate their mining sites upon
termination of their operations. Mining companies
must provide for the rehabilitation of mine sites
according to a rehabilitation plan approved by the
Government, and must set aside rehabilitation funds
in a specific fiduciary account. In practice, however,
this obligation has not yet been implemented due to
ongoing negotiations between the Government and
mining companies to address concerns raised by the
mining companies.
Our exploitation operations in Senegal, through our
subsidiaries Sabodala Gold Operations SA (“SGO”)
and Massawa SA (“Massawa”) may be affected by the
implementation of the obligation to create a
rehabilitation fund. For exploitation companies like
SGO and Massawa, the implementation of
rehabilitation regulations means that they would be
required to open and hold a fiduciary account within
the Caisse des Dépôts et des Consignations (a state
institution for financial deposits and consignments).
Then, SGO and Massawa would be required to
transfer the funds assigned to their rehabilitation
plans on a yearly basis. These funds would be
deducted from SGO and Massawa’s operational
revenues. Upon the opening of the account, they
would also be obligated to deposit a sum equal to five
times their annual contribution, to serve as a first-
demand guarantee in favour of the Senegalese State.
To a lesser extent, the implementation of
rehabilitation obligations may also impact our
exploration subsidiary Sabodala Mining Company
SARL (“SMC”). For SMC, it is still unclear how the
implementation of the rehabilitation regulations
would affect operations, as there are fewer
regulatory provisions applicable to exploration
entities. However, we expect a similar (although
possibly less constraining) mechanism to be
implemented in the longer term.
Although we believe we are in material compliance
with our reclamation funding obligations, there can
be no assurance that any such provisions will be
sufficient to complete reclamation work actually
required or that we will not be required to fund
additional costs related to reclamation that could
have a material adverse effect on our business,
results of operations or financial position.
Endeavour's ability to maintain or increase its
present levels of gold production is dependent in
part on development projects, which are subject
to numerous known and unknown risks.
Maintaining or increasing present levels of gold
production is dependent on the successful
development of new producing mines and/or
identification of additional reserves at existing mining
operations. Reduced production could have a
material and adverse impact on our business, results
of operations or financial condition. Feasibility studies
are conducted to determine the economic viability of
a deposit. Many factors and assumptions are involved
in the determination of the economic viability of a
deposit, including the achievement of satisfactory
Mineral Reserve estimates, the level of estimated
metallurgical recoveries, capital and operating cost
estimates and the estimate of future gold prices.
Additionally, capital and operating cost estimates are
based upon other factors and assumptions, including
anticipated tonnage and grades of ore to be mined
and processed, the configuration of the ore body,
ground and mining conditions, expected recovery
rates of the gold from the ore and anticipated
environmental and regulatory compliance costs.
No assurance can be given that the intended or
expected production estimates will be achieved by
our operating mines or in respect of any future mining
operations in which we own or may acquire interests.
Failure to meet such production estimates could have
a material effect on our business, results of
operations, or financial condition. Production
estimates are dependent on, among other things, the
accuracy of Mineral Reserve estimates, the accuracy
of assumptions regarding ore grades and recovery
rates, ground conditions and physical characteristics
of ores, such as hardness and the presence or absence
of particular metallurgical characteristics and the
accuracy of estimated rates and costs of mining and
processing.
A number of events could affect the profitability or
economic feasibility of one of our projects. We could
encounter unanticipated changes in grade and
tonnage of ore to be mined and processed or adverse
geotechnical conditions, incorrect data on which
92
engineering assumptions are made or variances in
actual versus projected costs of constructing and
operating a mine in a specific environment. We also
are open to risk based on availability of labour and
skilled personnel and economic sources of power,
availability and costs of processing and refining
facilities, adequacy of water supply, availability of
surface tenure on which to locate processing and
refining facilities, adequate access to the site,
including functional infrastructure and competing
land uses (such as agriculture and artisanal mining)
and unanticipated transportation costs. One or more
of the above-mentioned factors may adversely affect
the performance of mining assets that we have
acquired in takeovers or mergers with other
companies where due diligence conclusions may
subsequently be proved to have been unreliable or
inaccurate, or where matters of significant judgment
at the time of the transaction are subsequently
shown to have been erroneous or incomplete.
Additionally, our projects could be affected by new or
existing government regulations, geopolitical events,
accidents, labour actions and force majeure events,
or availability of financing.
It is not unusual in new mining operations to
experience unexpected problems during the start-up
phase, and delays can often occur at the start of
production. Each of these factors involves
uncertainties and, as a result, we cannot give any
assurance that our development or exploration
projects will become operating mines. If a mine is
developed, actual capital and operating costs and
operating results may differ materially from those
anticipated in a feasibility study or other internal
estimates.
Endeavour's future exploration and development
may not result in economically viable mining
operations or yield new reserves.
In order to maintain or increase production levels in
the long term, we must continually replace our gold
reserves that are depleted by our mining activities. To
replace our reserves, we rely on our exploration
program, which is speculative by nature, to discover
and develop near-mine and new gold deposits. Our
ability to sustain or increase our present levels of gold
production depends in part on the success of our
exploration, and we may be unable to sustain or
increase such levels of exploration.
The exploration and development of gold deposits
involves significant risks, which even a combination of
careful evaluation, experience and technical
knowledge may not eliminate. The economics of
exploration and the eventual development of gold
properties are affected by many factors, including the
cost of future operations, availability of capital,
assumptions about the price of gold, the grade and
recoverability of gold, the ratio of waste to ore,
sufficiency of water, resettlement costs and other
factors, such as government regulations. While the
discovery of a mineable deposit may result in
substantial rewards, few properties which are
explored are ultimately developed into producing
mines. Further, major expenses may be required to
identify ore reserves, to develop metallurgical
processes and to construct mining and processing
facilities at a particular site.
Any successful exploration efforts will require
significant time as well as capital expenditure to
achieve commercial production. It can take a number
of years from the initial phases of drilling and
identification of the mineralization until production is
possible, during which time the economic feasibility
of extraction may change and gold that was
economically recoverable at the time of discovery
ceases to be so. Feasibility studies and other project
evaluation activities necessary to determine the
current or future viability of a mining operation can
be unproductive and require substantial expenditure,
and may prove to be inaccurate or erroneous to a
greater or lesser degree. Significant expenditure is
necessary to conduct activities such as exploration
drilling to establish the presence, extent and grade of
mineralized material. We undertake feasibility
studies to estimate the technical and economic
viability of mining projects and to determine
appropriate mining methods and metallurgical
recovery processes. Feasibility studies include
estimates which are based on assumptions made
based on available data. These estimates are not
precise calculations, involve significant judgment and
depend on the interpretation of limited information
on the location, shape and continuity of the mineral
occurrence and on available samplings results. No
assurance can be given that such estimates are
accurate and that the indicated levels of gold
published in the studies can be produced. As a result,
there can be no assurances that our exploration or
ongoing or future development will result in
profitable commercial mining operations.
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Due to a declining rate of discovery of new gold
reserves in recent years, we face intense competition
for the acquisition of attractive mining properties. As
part of our business operations, on occasion we
evaluate the acquisition of an early stage gold project,
greenfield project, development projects, or
operating mines, whether as standalone assets or as
part of existing companies. Any decision to acquire
these properties is based on a variety of factors,
including historical operating results, estimates and
assumptions regarding the extent of the reserve, cash
and other operating costs, gold prices, projected
economic returns and evaluations of existing or
potential liabilities associated with the relevant
property and our operations, potential for synergies
with our existing operations, and how these factors
may change in the future. Other than historical
operating results, these factors are uncertain and
could have an impact on revenue, cash and other
operating costs, as well as the process used to
estimate gold reserves.
No assurance can be given that Endeavour's
current or future mineral production estimates
will be achieved.
Our mineral reserves are estimates based on
assumptions, regarding, among other things, our
costs, expenditures, commodity prices, exchange
rates, metallurgical and mining recovery
assumptions, which may prove inaccurate due to a
number of factors. There are numerous uncertainties
inherent in estimating quantities of Mineral Reserves
and Mineral Resources and in projecting potential
future rates of gold production, including many
factors beyond our control, and such estimates
should not be interpreted as assurances of mine life
or of the profitability of current or future production.
Mineral Reserve and Mineral Resource estimates are
imprecise and depend partially on statistical
inference drawn from drilling and other limited data,
which may prove to be unreliable. These estimates
are based on underlying data which may contain
latent errors which could lead to inaccurate Mineral
Reserve and Resource estimates. In particular, we
have recently added a number of assets to our
portfolio through the acquisitions of SEMAFO and
Teranga, and consequently, did not have direct
control over the production of the data that
underpins the Mineral Reserve and Resource
estimates relating to these assets.
Additionally, estimates which were valid when made,
may have to be recalculated and may change
significantly over the course of the relevant mine’s life
based on changes in mineral prices, further
exploration or development activity, actual
production results and impacts or upon other new
information becoming available. Such changes could
materially and adversely affect estimates of the
volume or grade of mineralization, estimated
recovery rates or other important factors that
influence Mineral Reserve and Mineral Resource
estimates. Material changes in Mineral Reserves and
Mineral Resources, grades, stripping ratios or
recovery rates may affect the economic viability of
projects or may cause us to alter mining plans. Market
price fluctuations for gold, increased production and
capital costs, reduced recovery rates, changes in the
mine plan or pit design, or other factors may render
our present Mineral Reserves uneconomical or
unprofitable to develop at a particular site or sites. A
reduction in our estimated Mineral Reserves could
require material write-downs in the affected mining
property and/or increased amortization, reclamation
and closure charges. Furthermore, any downward
revision in our Mineral Reserves, and in the longer
term, any failure to replace reserve ounces as they
are mined may have a material adverse effect on our
business, operating results, life of operations and
financial condition.
Our ability to recover estimated Mineral Reserves and
Mineral Resources can also be affected by such
factors as environmental permitting regulations and
requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or
unexpected geological formations and work
interruptions. For instance, the grade of ore
ultimately mined may differ from that indicated by
results of drilling, sampling and other similar
examinations. Short-term factors relating to Mineral
Reserves and Mineral Resources, such as the need for
orderly development of ore bodies or the processing
of new or different grades, may also have an adverse
effect on mining operations and on our results of
operations. There can be no assurance that those
portions of such Mineral Resources that are not
Mineral Reserves will ultimately be re-classified into
Mineral Reserves. Mineral Resources which are not
Mineral Reserves do not have demonstrated
economic viability.
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Endeavour is subject to geopolitical and other
risks associated with operating in West Africa.
We operate and owns assets in West Africa, which is
a complex and developing region with, at times, an
unstable political and social climate. As a result, we
are exposed to a wide range of political, economic,
regulatory, social and tax risks and changes.
Conditions in the region are subject to sometimes
sudden changes, and in a manner that may be
materially adverse for us, including changes to
government policies and regulations governing
industrial production, foreign investment, price
controls, import and export controls, tariffs,
subsidies, income and other forms of taxation
(including policies relating to the granting of advance
rulings on taxation matters), nationalisation or
expropriation of property, repatriation of income,
royalties, the environment, labour and health and
safety. We are also subject to risks associated with
social or civil disruptions or changes in government
expectations, which could interrupt access to
supplies, site travel, reporting requirements and
regular operations.
The majority of our assets are diversified across four
jurisdictions in West Africa, Burkina Faso, Côte
d’Ivoire, Mali and Senegal, which have in the past
experienced, and in certain areas continue to
experience, a difficult security environment. In
addition, various illegal groups active in regions in
which we are present may pose a credible threat of
organised crime, military repression, terrorism, civil
unrest and disturbances, sabotage, extortion and
kidnapping, which could have an adverse effect on
our operations in these and other regions.
While we believe that the governments of the
countries in where we hold our assets support the
development of their natural resources by foreign
companies, it is possible that future political and
economic conditions of these countries will result in
their governments adopting different policies
respecting foreign ownership of mineral resources,
taxation, rates of exchange, environmental
protection, labour relations, repatriation of income or
return of capital, restrictions on production, price
controls, export controls, local beneficiation of gold
production, expropriation of property, foreign
investment, maintenance of claims and mine safety.
The possibility that a future government in any of the
countries in which we operate may adopt
substantially different policies, which might include
the expropriation of assets, cannot be excluded.
Other risks and uncertainties to which we are
exposed through our operations in West Africa
include, but are not limited to: hostage taking;
military repression; human rights violations; high
rates of inflation; labour unrest; political violence;
war or civil unrest; expropriation and nationalization;
renegotiation or nullification of existing concessions,
licenses, permits, contracts and fiscal stability
arrangements; illegal mining; changes in taxation
policies; convertibility or transfer restrictions on
foreign exchange; loss due to disease and other
potential endemic health issues; and changing
political conditions, capital controls and
governmental regulations that favour or require the
awarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction. There can be
no assurance that such issues will not arise in the
future.
Intrusions onto our tenement and operational areas,
including artisanal and illegal-mining related activities
in particular, continue to be a challenge. If the
security environment surrounding our operations
that are most exposed to those risks deteriorates,
then employee, third-party and community members
may be injured and fatalities could also result. Any
such factors could disrupt our operations and
adversely affect our reputation, results of operations
and financial condition.
We operate in regions where pervasive poverty,
unemployment and the lack of access to alternative
livelihoods mean that the creation and distribution of
economic benefits from mining operations may
become concentrated in smaller community
subgroups of the wider national population. This
strain could pose operational and reputational risk
and could threaten relationships with community or
government, for whom the mining operations are
significant area of economic focus.
Volatile commodity prices and other factors affecting
the economic and fiscal health of our host countries
have in the past resulted in increased resource
nationalism trends in some African countries, with
governments repudiating or renegotiating contracts
with, and expropriating assets from, companies that
are producing in such countries. The gold that we
produce is considered a strategic resource by some of
95
our host countries owing to their dependence on gold
and the gold mining industry as an important source
of national revenue. Governments in these countries
may decide not to recognize previous arrangements
if they regard them as no longer being in the national
interest. Governments may also implement export
controls on commodities regarded by them as
strategic or place restrictions on foreign ownership of
industrial assets. Renegotiation or nullification of
existing agreements, leases, permits or tax rulings,
changes in fiscal policies (including new or increased
taxes or royalty rates, denial of tax deductions or
aggressive tax policy interpretation or enforcement,
or the implementation of windfall taxes) and currency
transfer or convertibility restrictions imposed by the
governments of countries in which we operate could
all have a material adverse effect on our business,
results of operations and financial condition.
Additionally, we rely on amicable relationships
between our operations and key government
representatives and if there were to be an erosion of
such a relationship, it could similarly have an adverse
effect on our business results of operations and
financial condition.
The location of our assets subjects us to safety
and security risks.
Following instability in recent years in the countries of
the Sahel, the prevailing security environment in the
region has deteriorated due to the presence of
various militant secessionist and Islamist paramilitary
and terrorist, as well as local vigilante, groups. While
we have implemented additional measures in
response to ensure the security of our various assets,
personnel and contractors, and continue to
cooperate with regional governments, their security
forces and third parties, there can be no assurance
that these measures will be successful. Any failure to
maintain the security of our assets, personnel and
contractors may have a material adverse effect on our
stakeholders, business, results of operations and
financial condition.
In particular, we operate in Burkina Faso, which has
been subject to political instability and has
experienced various political issues in recent years. In
2014, the long-standing President of Burkina Faso
was exiled following a popularly supported coup. The
instability following the instalment of a civilian
transitional government resulted in two further coup
attempts in 2015 and 2016, neither of which were
successful. During this time, elements of terrorist and
paramilitary organisations, present in the wider Sahel
region, consolidated their influence over parts of
Northern and Eastern Burkina Faso. This resulted in a
series of security incidents in 2019 involving
improvised explosive devices on the road leading to
the Boungou Mine, which we acquired from SEMAFO
in July 2020. In November 2019, an attack occurred
involving fives buses carrying contractors and
employees of the Boungou Mine, which resulted in 39
fatalities. Following the attack, the Boungou Mine
was placed on temporary care and maintenance in
order to address regional security issues. The security
of our employees and contractors in Burkina Faso is
key to our ability to perform our exploration,
development and mining activities in the country.
Since our acquisition of SEMAFO in July 2020 we have
significantly enhanced site security and
infrastructure, and have implemented security
protocols at Boungou, and for the transportation of
personnel and materials to Boungou, which reflect
practices at our other mine sites. However, the
security environment in Burkina Faso may deteriorate
and adversely affect our operations or profitability or
lead to loss of life and reputational risk. There can be
no guarantee that this site, or others in Burkina Faso
or elsewhere, may not suffer similar direct or indirect
attacks on people, equipment and infrastructure.
Endeavour'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.
Mining, processing, development and exploration
activities depend, to one degree or another, on
adequate infrastructure. Reliable roads, bridges,
power sources and water supply are important
determinants which affect capital and operating
costs. The lack of availability on acceptable terms or
the delay in the availability of any one or more of
these items could prevent or delay exploitation
and/or development of our projects. If adequate
infrastructure is not available in a timely manner,
there can be no assurance that the exploitation
and/or development of our projects will be
commenced or completed on a timely basis, if at all,
or that the resulting operations will achieve the
anticipated production volume, or that construction
costs and ongoing operating costs will not be higher
than anticipated. In addition, unusual or infrequent
weather phenomena, sabotage or other interference
in the maintenance or provision of such infrastructure
96
could adversely affect our business, financial
condition and results of operations.
In particular, our mining interests are located in
remote locations and depend on an uninterrupted
flow of materials, supplies and services to those
locations. Any interruptions to the procurement of
equipment or the flow of materials, supplies and
services to these properties could have an adverse
impact on our business, results of operations and
financial condition.
Endeavour faces risks associated with artisanal
mining, which may, among other things, create
environmental, health and safety liability.
We face risks associated with artisanal mining on our
properties. Artisanal miners may compromise the
safety at our mines, cause contamination of the
environment as the result of unauthorized use of
chemicals, including cyanide, and in certain cases,
accelerate the depletion of our ore bodies. Although
we, with the assistance of both local government
authorities and external contractors, have
undertaken measures that have reduced the
occurrence of illegal mining, we cannot provide
assurance that these measures will be successful in
reducing or eliminating illegal mining in the future.
We may also be held liable for environmental damage
and/or personal injury associated with artisanal
mining activity on our properties despite our efforts
to prevent that activity. Any of these factors could
have a material adverse effect on our business,
results of operations and financial condition.
Surrounding communities may affect mining
operations through restriction of access of
supplies and workforce to the mine site or
through legal challenges asserting ownership
rights.
The continued success of our existing operations and
future projects are in part dependent upon broad
support of and a healthy relationship with the
respective local communities in which we operate. If
it is perceived that we are not respecting or advancing
the economic and social progress and safety of the
local communities, our reputation could be damaged,
which could have a negative impact on our “social
license to operate”, our ability to secure new
resources and labour and our financial performance.
Some of our current and potential assets are located
in or near communities that may regard our
operations as having a detrimental effect on their
safety or environmental, economic or social
circumstances. Our operations are located in
communities which experience poverty and lack of
stable employment or livelihood opportunities,
factors which may contribute to tense relations
between our operations and their surrounding
communities. Mining is a skilled occupation and,
consequently, we are not always able to source our
employees or contractors from local communities
which can lead to tension and a perception that our
operations are not adequately contributing to the
economic advancement of their host communities.
The consequences of negative community reaction or
allegations of human rights incidents could have a
material adverse impact on the cost, profitability,
ability to finance or even the viability of an operation
and the safety and security of our workforce and
assets. Such events could lead to disputes with
national or local governments or with local
communities or any other stakeholders and give rise
to material reputational damage. If our operations
are delayed or shut down as a result of political and
community instability, our earnings may be
constrained and the long-term value of our business
could be adversely impacted. Even in cases where no
action adverse to us is actually taken, the uncertainty
associated with such political or community
instability could negatively impact the perceived
value of our assets and, consequently, have a material
adverse effect on our business, results of operations
and financial condition.
Additionally, surrounding communities may affect
the mining operations through the restriction of
access of supplies and workforce to the mine site.
Certain of our properties may be subject to the rights
or asserted rights of various community stakeholders.
While community outreach and development
programs are maintained that can contribute to the
mitigation of the risk of blockades or other restrictive
measures by the communities, there are no
assurances that our business, results of operations
and financial condition will not be adversely impacted
by the actions of the communities surrounding our
properties.
Endeavour's mining properties are subject to
various government equity interests and royalty
97
payments payable to the government of the
countries in which the Corporation operates.
Our mining properties in Burkina Faso, Côte d’Ivoire,
Mali and Senegal are subject to certain government
equity interests. The mining laws of Burkina Faso,
Côte d’Ivoire and Mali and Senegal stipulate that
when an economic ore body is discovered on a
property subject to an exploration permit, a mining
permit that allows processing operations on that
property to be undertaken must be issued, or
transferred, to a new mining company in which the
company may hold a majority interest and the
government retains a minority “free-carried interest”
free of any financial obligation, of at least 10%, in any
mining project. Such legislation entitles the
respective governments in these countries to
maintain the same percentage of equity interest in
the event of capital increases, without a proportional
contribution to the funding of the relevant asset. In
addition, mining legislation in Mali, Côte d’Ivoire and
Senegal provides that the respective government
may exercise a right to purchase up to an additional
10%, 15% and 25% interest, respectively, in any
mining company. Similarly, in Burkina Faso, the
mining legislation allows the State to increase its
participation in any mining company. Although we
believe we would be entitled to payment if the
governments of Mali, Côte d’Ivoire, Senegal and
Burkina Faso were to exercise such rights, we can
provide no assurance that we would be compensated
fairly or at all.
In addition, under the laws of, and pursuant to certain
mining conventions in the countries in which we
operate, we are required to make various royalty
payments. Notwithstanding any stability agreements
with the host governments contained in the relevant
mining conventions, the laws and practices of the
various governments as to foreign ownership, control
of mining companies or required royalties may
change in a manner which adversely affects our
business, prospects, financial condition and results of
operations. Furthermore, if we acquire mining
interests in new jurisdictions, there can be no
assurance that the legislation in those jurisdictions
will be at least as favourable as the legislation that
exists in the jurisdictions in which we currently
operate.
There are health risks associated with the mining
work force in Africa.
Malaria, Ebola, HIV and other endemic diseases
represent a serious threat to maintaining a skilled
workforce in the mining industry throughout Africa
and are a major healthcare challenge to our
operations. For example, an epidemic of the Ebola
virus disease in 2014 in parts of West Africa resulted
in a substantial number of deaths and the World
Health Organization (“WHO”) declared it a global
health emergency at that time. Additionally, malaria
outbreaks affect our employees and contractors in
the ordinary course of our business, particularly at
the Ity Mine in Côte d’Ivoire, with outbreaks arising
seasonally with the rainy season. Should there be an
outbreak or epidemic in any country in which we
operate, which is not satisfactorily contained, our
workforce may be adversely impacted and we may
face difficulties securing transportation of supplies
and equipment essential to our mining operations. As
a result, our exploration, development and
production plans could be delayed or interrupted
after commencement. Any changes to these
operations could significantly increase the costs of
operations and have a material adverse effect on our
business, results of operations and financial
condition.
Endeavour depends on management and skilled
personnel and may not be able to attract and
retain qualified personnel in the future.
Our success depends, to a large degree, upon the
continued service and skills of our existing
management team. Our management team has
significant experience and has been intimately
involved in the development of our asset base, the
integration of our acquisitions and the construction of
new projects. If we lose the services of any key
member of our management team and are unable to
find a suitable replacement in a timely manner, we
may be unable to effectively manage our business
and execute our strategy.
In addition, we depend on skilled employees to carry
out our operations. There is particular expertise that
is applied and required in the areas of geology,
metallurgy, mine operations and stakeholder
relations across West Africa. It can be difficult to
attract employees with the requisite technical
expertise to West Africa, given the region’s operating
approach and complexity. The loss of these persons,
any restrictions on hiring expatriates or our inability
to attract and retain additional highly skilled
employees required for the implementation of our
98
business plan and ongoing development and
expansion of our operating assets may have a
material adverse effect on our business or future
operations.
Endeavour is dependent on its workforce and the
workforce of its third-party service providers to
extract and process gold minerals and is
therefore sensitive to any labour disruption at its
material properties.
As at 31 December 2020, we (excluding Teranga) had
over 4,855 employees and an additional 6,396
individuals who we employed indirectly through the
use of third-party contractors. We are subject to
collective bargaining agreements by law in Burkina
Faso, Côte d’Ivoire, Mali and Senegal. We depend on
our employees and third-party contractors to explore
for mineral reserves and resources, develop our
projects and operate our mines. We have in the past,
and may in the future, experience labour disputes
with our employees or third-party contractors and
any breakdown or deterioration in relations with our
employees or third-party contractors may adversely
impact our operations. In 2020, two country-wide
miners’ strikes were held in Mali. Any strikes and
other labour disruptions at any of our operations,
including those involving the workforce of our third-
party contractors, or lengthy work interruptions at
our existing and future development projects could
result in a material adverse effect on the timing,
completion and cost of any such project, as well as on
our business, results of operations and financial
condition.
Endeavour faces risks associated with the use of
third-party contractors.
As is common industry practice, certain aspects of our
operations, such as mining, drilling, blasting, and
security are conducted by outside contractors and as
a result, we are subject to a number of risks
associated with the use of such contractors, including
reduced control over the aspects of the operations
that are the responsibility of a contractor, failure of a
contractor to perform under its agreement, our
inability to replace the contractor if either we or the
contractor terminate the service agreement,
interruption of operations in the event the contractor
ceases operations as a result of a contractual dispute
with us or as a result of liquidity constraints,
insolvency or other unforeseen events, failure of the
contractor to comply with applicable legal and
regulatory requirements, and failure of the
contractor to properly manage its workforce resulting
in labour unrest, strikes or other employment issues,
and tax issues related to the arrangement of
contracts, any of which may have a material adverse
effect on our business, financial condition and results
of operations. Available contractors in West Africa are
drawn from a narrow pool of entities with the
requisite experience, sophistication and skill, and our
ability to manage the risk of overreliance on one or
more contractors may be limited by the availability of
credible or sufficiently attractive alternatives.
We also retain contractors and engineering services
for the development and construction of our new
assets (and may rely on contractors retained in the
past by companies that we subsequently acquire in
strategic corporate transactions) and, therefore, we
are dependent on the quality of work that those
contractors perform. Although we always seek to
retain contractors we regard as reputable and
competent for the scope of work required, and we
seek to reduce our risk by negotiating contracts that
apportion risk and liability appropriately, we cannot
exclude the risk that those contractors may breach
their contracts with us (or predecessor companies),
or that contractors may be negligent or otherwise
deficient in performing the services for which they
were contracted. This may result in financial liability
or penalties and we may be unable to recover from
those contractors or may be unable to remediate
errors made by contractors which are necessary for
the optimal performance of our assets. Any of these
factors could have a material adverse effect on our
business, results of operations and financial
condition.
Endeavour's ability to expand or replace
depleted reserves could materially affect its long-
term viability.
Mineral reserves are reported as general indicators of
mine life and should not be interpreted as assurances
of mine life or of the profitability of current or future
production. Mineral reserves depleted by production
must be continually replaced to maintain production
levels over the long term. In addition, mine life would
be shortened if the Corporation expands production
and does not replace depleted mineral reserves.
Although Endeavour currently engages in exploration
activities and seeks to expand existing ore bodies,
such activity requires substantial expenditure and
there is no assurance that current or future
99
exploration or expansion programs will result in any
new commercial mining operations or yield new
reserves to replace or expand current mineral
reserves. Failure to expand or replace depleted
mineral reserves may render it difficult to sustain
production beyond current mine lives and have a
material adverse impact on Endeavour's operations.
Endeavour may require further licenses and
encounter title claims to develop and exploit
certain gold reserves or to process the ore of
third parties and may encounter title claims to
any of our properties which may result in future
losses or additional expenditures.
We are required to maintain approvals, licenses and
permits from various governmental authorities in
order to conduct our business. Such approvals,
licenses and permits are complex and time consuming
to obtain and, depending on the location of the
project, may involve multiple governmental agencies.
If procedures are not followed properly by these
government agencies during the licensing process, we
could be at risk of having our licenses declared invalid
or revoked. In addition, the receipt, duration,
amendment or renewal of such approvals, licenses
and permits are subject to many variables outside our
control, including potential legal challenges from
various stakeholders such as environmental groups,
non-governmental organizations, community groups
or other claimants. The requirements to obtain or
maintain such licenses and permits, however, are
subject to change in various circumstances. The costs
and delays associated with obtaining the necessary
permits, consents, authorizations and agreements
required for our operations may stop or materially
delay or restrict us from proceeding with the
development of an exploration project or the
operation or further development of an existing
mine, resulting in a material adverse impact on our
business, prospects, financial condition and results of
operations.
In addition, to the extent that we may process third-
party ore on a tolling basis, the seller of that ore may
be required to hold the relevant in-country permits to
carry out mining activities or to aggregate ore from
other sources. In the absence of those permits, we
may be forced to suspend or terminate our
arrangements for the supply of that third-party ore.
There can be no assurance that we or any relevant
third parties will be able to obtain or maintain the
approvals, permit or licenses that may be required to
explore and develop any of our current or future
properties, commence construction or operation of
mining facilities on properties under exploration or
development, or maintain continued operations that
economically justify their cost.
The validity of ownership and of property holdings
can be uncertain and may be contested in the
countries in which we operate. Risk always exists that
some titles, particularly titles to undeveloped
properties, may be defective. We cannot provide
assurance that we will be able to secure the grant or
the renewal of existing mineral rights and tenures on
terms satisfactory to us, or that governments in the
jurisdictions in which we operate will not revoke or
significantly alter such rights or tenures or that such
rights or tenures will not be challenged or impugned
by third parties, including local governments,
indigenous peoples or other claimants. Further, we
can provide no assurance that some of our titles to
undeveloped properties are not defective or that title
to our properties will not be challenged, encumbered,
revoked or subject to additional conditions in the
future. For example, in 2019, the government of Mali
notified us that they regarded the pace of progress at
our Kalana Project as not conforming with the
requirements of our mining license, as we had halted
mining operations subject to further exploration and
various studies had been delayed. As a result of the
discussions stemming from these events, we are now
required to submit quarterly reports demonstrating
our ongoing exploration studies at Kalana. The
government of Mali could impose additional
reporting requirements going forward, or may take a
view about our mining license that is adverse to our
ability to develop the Kalana Project. Any of these
factors could have a material adverse effect on our
business, results of operations and financial
condition.
Endeavour may be adversely affected by the
availability and costs of key inputs.
Our competitive position depends on our ability to
control the cost structure of each of our operations,
which is based on many factors, including the
location, grade and nature of the ore body, the
management skills at each site and the costs of key
inputs such as fuel, electricity, tires for mining
equipment, reagents, and other supplies. The high
level of fixed costs associated with these key inputs
makes it difficult for us to respond quickly to price
fluctuations. Because we produce gold and cannot
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pass increases in production costs on to customers for
our product, any increases in input costs will
adversely affect our profit margins. If supply of our
key inputs becomes unavailable or their cost
increases significantly, operations at our mines could
be interrupted or halted, resulting in a material
adverse impact on our business, prospects, financial
condition and results of operations.
Additionally, the mining industry, particularly the gold
mining industry, is generally labour intensive and is
characterized by high fixed costs on a short-term
operating basis. The majority of operating costs of
each mine do not vary significantly with the
production rate, and therefore, a relatively small
change in productivity as a result of, for example
strikes or work stoppages could have a
disproportionate effect on operating and financial
results.
While management prepares, on a quarterly basis, its
cost and production guidance and other forecasts
based on a comprehensive review of current and
estimated future costs, such guidance and forecasts
inevitably involve assumptions and judgment
regarding the future availability of key input materials
and supplies. Lack of supply of or increased costs for
any of these inputs would decrease productivity,
reduce the profitability of our mines, and potentially
result in suspending all or a portion of our operations.
In particular, our operations, by their nature, use
large amounts of electricity and energy. Energy prices
can be affected by numerous factors beyond our
control, including global and regional supply and
demand, political and economic conditions, and
applicable regulatory regimes. The prices of various
sources of energy may increase significantly from
current levels. A decrease in the availability of, or
increase in the price of, electricity and other energy
sources may have a material adverse effect on our
business, prospects, financial condition and results of
operations. Over time, the mining industry has been
impacted by increased worldwide demand for critical
resources such as input commodities, drilling
equipment, tires and skilled labour, and any
shortages in those resources may cause
unanticipated cost increases and delays in delivery
times, thereby impacting operating costs, capital
expenditure and production schedules. Any of these
factors could have a material adverse effect on our
business, results of operations and financial
condition.
Endeavour may fail to identify attractive
acquisition candidates, may fail to successfully
integrate acquired businesses, or may not be
able to successfully divest non-core assets
We evaluate opportunities to acquire, divest and/or
consolidate gold producing assets and similar
businesses on an ongoing basis and have a history of
making and integrating acquisitions, including our
acquisition of SEMAFO in July 2020 and Teranga in
February 2021. Our success in our acquisition,
divestment and consolidation activities depends on
our ability to identify suitable opportunities,
implement such activities on acceptable terms and
have the operations of any acquired companies
successfully integrated with those of our business.
However, we cannot give any assurance that we will
successfully integrate these acquisitions into our
existing operations.
Any future transactions may be significant in size, may
change the scale of our business and may expose us
to new geographic, political, operating, financial and
geological risks. Such transactions may be
accompanied by risks applicable to the exploration
and development of resource properties and conduct
of mining operations generally, to the difficulties of
assimilating the operations and personnel of any
acquired companies, and to the risk of unknown
liabilities associated with acquired assets and
businesses.
Both the successful integration of recent acquisitions
(SEMAFO and Teranga) as well as any future
acquisitions involve other inherent risks, including:
accurately assessing the value, strengths,
weaknesses, contingent and other liabilities,
and potential profitability of acquisition
candidates;
ability to achieve identified and anticipated
operating and financial synergies;
unanticipated costs;
diversion of management attention from
existing business;
potential loss of Endeavour's key employees
or key employees of any business acquired;
unanticipated changes in business, industry
or general economic conditions that affect
the assumptions underlying the acquisition;
and
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decline in the value of acquired properties,
companies or securities.
Any one or more of these factors or other risks could
cause us not to realize the anticipated financial
synergies and other benefits of an acquisition of
properties or companies, and could have a material
adverse effect on our business, results of operations
and financial condition.
In addition, we may use available cash, incur debt,
and issue equity shares or other securities, or a
combination of any one or more of these in order to
make future acquisitions. This could limit our
flexibility to raise capital, to operate, explore and
develop our properties and to make additional
acquisitions and meet our current and future
obligations. When evaluating an acquisition
opportunity, we cannot be certain that we will have
correctly identified and managed risks and costs
inherent in the business that we are acquiring.
Further, when non-core assets are divested
Endeavour cannot be certain that all deferred
consideration payments will be made in a timely
manner. There is a risk that the acquiring party is
unable to meet its contractual obligations.
Provisions related to the Notes could delay or
prevent a friendly takeover of Endeavour.
Certain provisions in the Notes and the indenture
dated February 5, 2018 (the "Indenture") governing
the Notes by and among, inter alios, the Corporation
and Bank of New York Mellon Trust Company as
Trustee could make a third-party friendly merger
more difficult or expensive. For example, if a takeover
constitutes a fundamental change, then note holders
will have the right to require the Corporation to
repurchase their Notes for cash. In addition, if a
takeover constitutes a make-whole fundamental
change, then the Corporation may be required to
temporarily increase the conversion rate. In either
case, and in other cases, the obligations of the
Corporation under the Notes and the Indenture could
increase the cost of and discourage a third party from
merging with the Corporation even if the transaction
is in the best interests of the Corporation and viewed
by the shareholders as being favourable.
Endeavour may be adversely affected by
violations of applicable anti-corruption laws, as
well as export control regulations and related
laws and economic sanctions programs.
We conduct business in countries where there is an
elevated risk of corruption. Acts and payments that
may be considered illegal under applicable local
and/or extraterritorial anti-corruption, anti-bribery,
anti-money laundering or export control regulations
and related laws may be considered an acceptable
part of business culture in those countries. We are
committed to doing business in accordance with all
applicable local and/or extraterritorial anti-
corruption laws and economic sanctions programs.
We believe that we have a strong culture of
compliance and an adequate system of internal
controls and continuously seek to re-evaluate and
improve such controls. We currently have a Business
Conduct and Ethics Policy, Anti-Bribery and Anti-
Corruption and Sanctions Policy in place, as well as a
procedures and control system for financial approvals
which is linked to tiered authority limits, and includes
a requirement for multiple signatories. We also
maintain compliance systems which involve annual
online education for our employees concerning the
risks of bribery and corruption, and ways in which
those risks can be identified and mitigated with the
aim of ensuring compliance. Likewise, we conduct
annual training on sanctions for relevant employees.
To further safeguard against the risks of impropriety
or wrongdoing we retain the services of an
independent whistle-blower line, accessible to
anyone who wishes to elevate their concerns, and
available on an anonymous basis. The independent
whistle-blower line is supervised by the Chair of the
Audit Committee. Nevertheless, there is a risk that we
or our affiliated entities or respective officers,
directors, employees, contractors or agents may act
in violation of our policies, procedures and applicable
laws, including the UK Bribery Act 2010, the Canadian
Corruption of Foreign Public Officials Act, the U.S.
Foreign Corrupt Practices Act (1977) and the OECD
Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions.
Violations of applicable local and/or extraterritorial
anti-corruption, anti-bribery, anti-money laundering
and export control regulations and related laws are
punishable by civil penalties, including fines, denial of
export privileges, injunctions, asset seizures,
debarment from government contracts, termination
of existing contracts, and revocations or restrictions
of licenses, as well as criminal fines and
imprisonment. In addition, any such violations could
result in damage to our reputation and may
102
materially adversely affect our business, results of
operations and financial condition.
Endeavour's business is subject to evolving
corporate governance and public disclosure
regulations that have increased both its
compliance costs and the risk of non-compliance.
The Corporation is subject to changing rules and
regulations promulgated by a number of Canadian
and other governmental and self-regulated
organizations, including the Canadian Securities
Administrators and the Toronto Stock Exchange.
These rules and regulations continue to evolve in
scope and complexity and Endeavour's efforts to
comply with such rules and regulations, as well as
new rules and regulations, have resulted in, and are
likely to continue to result in, increased general and
administrative expenses and a diversion of
management time and attention from revenue-
generating activities to compliance activities.
Endeavour is exposed to tax risks by virtue of the
international nature of its activities.
Endeavour has operations and conducts business in a
number of jurisdictions and is subject to the taxation
laws of these jurisdictions. These taxation laws are
complex, subject to varying interpretations and
applications by the relevant tax authorities and
subject to changes and revisions in the ordinary
course. Endeavour has been challenged by the tax
authorities in the countries in which Endeavour
operates in the past regarding tax positions taken,
with results that negatively affected its earnings and
there is no certainty that this will not occur again. In
addition, as a result of a significant corporate
reorganization in 2016, and intervening economic-
substance laws in the Cayman Islands (aimed at
conforming to OECD standards), although the
Corporation remains a tax resident in the Cayman
Islands there is a risk it might not be deemed a
Cayman Islands tax resident. If the Corporation is
unable to satisfy relevant economic-substance tests,
or is deemed to be a tax resident elsewhere, its tax
residency may be subject to challenge. Further,
changes in taxation law or reviews and assessments
could result in higher taxes being payable by
Endeavour which could adversely affect profitability
and cash flows. Although the Corporation has tax
stabilization agreements with most of the countries in
which it operates, there can be no certainty that such
agreements will be upheld or not withdrawn in the
future.
Endeavour's insurance coverage does not cover
all of the potential losses, liabilities and damage
related to its business, and certain risks are
uninsured or uninsurable.
Our business is subject to a number of risks and
hazards inherent in the mining industry, including
risks that could result in damage to, or destruction of,
mineral properties or producing facilities, personal
injury or death, environmental damage, labour
disputes, unusual or unexpected geological
conditions, metallurgical or other processing
problems, industrial accidents, fires, natural
disasters, global health crises, delays in mining,
changes in the regulatory environment and monetary
losses and possible legal liability, are such that a
liability could exceed our insurance policy limits or
could be excluded from our coverage. The potential
costs which could be associated with any liabilities
not covered by insurance, or in excess of insurance
coverage, may require significant capital outlays,
adversely affecting our future earnings and
competitive position and our business, results of
operations and financial condition.
While we maintain insurance to protect against
certain risks in such amounts as we consider
reasonable, we cannot provide assurance that our
insurance will be available at economically feasible
premiums or at all in the future, or that it will provide
sufficient coverage for losses related to these or other
risks and hazards.
In addition, changes in the insurance market can lead
to us having to alter our insurance program and could
lead to changes in insurance costs and the coverage
we maintain. For example, the ongoing COVID-19
pandemic has resulted in the largest insurable event
in history. As a result, we have seen material
movement in capacity and liquidity in the insurance
market, with less liquidity and risk appetite willing to
underwrite insurable risks. Particularly, there has
been notable premium movement associated with
Directors’ and Officers’ coverage, leading to a four-
fold increase in premiums in 2020/20201 compared
to 2019/2020. Material changes in the insurance
market, such as those described above, could lead us
to have to alter our insurance program and could lead
to increased costs or liability. Furthermore, insurance
against risks such as loss of title to mineral property,
103
environmental pollution or other hazards as a result
of exploration, development and production is not
generally available to companies in the mining
industry on acceptable terms. Losses from these
events may cause us to incur significant costs that
could have a material adverse effect on our business,
results of operations and financial condition.
Endeavour is subject to a number of laws and
regulations and may not be able to enforce its
legal rights.
Our business activities are subject to extensive laws
and regulations governing various matters. These
include laws and regulations relating to
environmental protection, management and use of
hazardous substances and explosives, management
of natural resources, licences over resources owned
by various governments, exploration, development of
projects, production and post-closure reclamation,
labour and occupational health and safety standards,
and historical and cultural preservation, the
employment of expatriates, bribery and corruption,
economic sanctions, taxation, antitrust, and financial
markets regulation. Policies, laws and regulations in
the countries in which we operate may change in a
manner that adversely affects us. The terms attaching
to any permit or licence to operate may become more
onerous. Additionally, in many of the developing
countries where we operate, the legal systems may
not be mature, legislation may present conflicts,
ambiguities, be poorly drafted or lack associated
guidance, and legal practice may not be developed,
such that, in certain cases, there may be significant
uncertainty as to the correct legal position, as well as
the possibility of laws changing or new laws and
regulations being enacted, which has the potential to
render us unable to enforce our understanding of
title, permits or other rights, as well as to increase
compliance costs.
We may be subject to the exclusive jurisdiction of
foreign courts or may not be successful in subjecting
foreign persons to the jurisdiction of the courts in the
forum chosen in the relevant contract in the event of
a dispute arising at our operations. In addition, the
counterparties to several of our key contracts, as well
as our joint venture partners, are government
agencies or government owned entities. As such, we
may also be hindered or prevented from enforcing
our rights with respect to a government entity or
agency because of the doctrine of sovereign
immunity. It is also possible that our interests, on the
one hand, and those of our joint venture partners, on
the other, will not always be aligned, resulting in
possible project delays, additional costs or
disagreements. Any adverse or arbitrary decision of a
foreign court or our inability to bring a claim may have
a material and adverse impact on our business,
financial condition and results of operations.
Endeavour may face the risk of litigation in
connection with its business and other activities.
All industries, including the mining industry, are
subject to legal claims, with and without merit. We
may become party to new litigation or other
proceedings in a number of jurisdictions in respect of
any aspect of our business, whether under criminal
law, in tort, contract or otherwise. The cost of
defending such claims may take away from
management’s time and effort and, if adjudged
adversely to us, the associated liability may have a
material and adverse effect on our reputation,
business, results of operations and financial
condition.
Endeavour may become party to new litigation or
other proceedings in a number of jurisdictions in
respect of any aspect of its business, whether under
criminal law, in tort, contract or otherwise. The
causes of potential litigation cannot be known and
may arise from, among other things, business
activities, employment matters, including
compensation issues, environmental, health and
safety laws and regulations, tax matters, volatility in
our stock price, failure to comply with disclosure
obligations or the presence of illegal miners or labour
disruptions at its mine sites. Regulatory and
government agencies may initiate investigations
relating to the enforcement of applicable laws or
regulations and we may incur expenses in defending
them and be subject to fines or penalties in case of
any violation and could face damage to its reputation
in the case of recurring workplace incidents resulting
in an injury or fatality for which the Corporation is
found responsible. With regard to any mining assets
or mineral properties sold by the Corporation, the
Corporation may sometimes retain residual liability to
the buyer for certain risks and matters relating to the
assets sold under the terms of the relevant sale and
purchase agreement. We may attempt to resolve
disputes involving foreign contractors/suppliers
through arbitration in another county and such
arbitration proceedings may be costly and protracted,
which may have an adverse effect on our financial
104
condition. The cost of defending claims may take
away from management's time and effort and if
adjudged adversely to the Corporation, may have a
material and adverse effect on our cash flows, results
of operations and financial condition.
Endeavour's shareholders may have difficulty
enforcing legal rights and judgements.
The Corporation is incorporated under the laws of the
Cayman Islands. The foreign organization,
management and offices of the Corporation may
make it more difficult for shareholders to enforce
their legal rights than if the Corporation was
organized, managed and resident in Canada or the
United States. The common law and statutory rights
of shareholders under the laws of the Cayman Islands
may be less extensive than statutory rights available
to shareholders under the laws of Canada or the
United States. Although the Cayman Islands enjoys a
stable political climate, there can be no assurance
that changing social and political conditions will not
adversely affect the rights of shareholders of the
Corporation in the future.
Most of our assets are located in jurisdictions outside
of Canada and the United States. As a result, it may
be difficult for shareholders resident in Canada or the
United States or other jurisdictions to enforce
judgments obtained against Endeavour in Canada or
the United States if the damages awarded exceed the
realizable value of Endeavour's Canadian or American
assets, respectively.
Endeavour may be unable to compete
successfully with other mining companies.
The mining industry is intensely competitive.
Significant competition exists in all aspects of the
mining industry and we compete with other mining
companies and with individuals for the acquisition of
mining and exploration assets, for mining claims and
leases on exploration properties, as well as for
specialized equipment, components and supplies
necessary for exploration, development and mining.
Additionally, we may encounter increasing
competition from other mining companies in our
efforts to hire experienced mining professionals,
particularly in West Africa.
When we compete for the acquisition of properties
producing or capable of producing gold, we may be at
a competitive disadvantage because we must
compete with other individuals and companies, some
of which may have greater financial resources,
operational experience and technical capacities. As a
result of this competition, we may be unable to
identify, maintain or acquire attractive mining
properties on acceptable terms, or at all, and our
business, results of operations and financial condition
could be materially adversely affected. Increased
competition could also adversely affect our ability to
attract necessary capital funding or acquire suitable
producing properties or prospects for mineral
exploration in the future. Increased competition may
also result in losses of market share and could
materially adversely affect our business, results of
operations and financial condition.
Further, industry consolidation may lead to increased
levels of competition, and there can be no guarantee
that we will not become an acquisition target
ourselves. A number of transactions have been
completed in the gold mining industry in recent years,
with some of our competitors having made
acquisitions or entered into business combinations,
joint ventures, partnerships or other strategic
relationships. The companies or alliances resulting
from these transactions or any further consolidation
in the industry may lead our competitors to benefit
from greater economies of scale, significantly larger
asset bases and broader differentiation of mining
assets in respect of geographies and commodities,
from which we do not benefit.
Endeavour's business is subject to evolving
climate change initiatives and legislation that
may increase both compliance costs and the risk
of non-compliance.
Our presence in West Africa and participation in the
mining industry exposes us to multiple jurisdictions in
which regulations or laws have been, are being, or
could be considered to limit or reduce emissions. The
immediate financial effect of these changes is
expected to be an increase in the cost of fossil fuels
and/or the cost of carbon output, the imposition of
levies for emissions in excess of certain permitted
levels and an increase in administrative costs for
monitoring and reporting. Greenhouse gases
(“GHGs”) are emitted directly by our operations, as
well as by external utilities from which we purchase
electricity. Additional measures addressing GHG
emissions may be implemented at national or
international levels in various countries, including
those in which we operate. Energy is a significant
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input and cost to our mining and processing
operations and its increasing cost and/or
requirements to adapt our energy usage could
adversely affect our operations and profitability.
Regulatory and other initiatives designed to curb
GHGs could increase our energy, production and
transport cost, or could result in new forms of
taxation, which could have a material effect on our
business, financial condition and results of
operations. Future measures could require us to
reduce our direct GHG emissions or energy use or to
incur significant costs for GHG emissions permits or
taxes. While we currently monitor our GHG emissions
and intensity, as well as our energy consumption and
intensity, we could be subject to additional
monitoring and reporting requirements. We could be
required to incur significant costs related to
implementing additional GHG monitoring and
reporting, capital equipment designed to reduce GHG
emissions, and other obligations to comply with
applicable requirements.
New and/or future climate change legislation may
affect our ability to continue to operate as currently
operated or planned to be operated. Any changes to
these current or planned operations could
significantly increase our costs of operations and have
a material adverse effect on our business, results of
operations, and financial condition.
Our operations are subject to the physical risks of
climate change
Our operations could be exposed to a number of
physical risks from climate change, such as changes in
rainfall rates or patterns, reduced process water
availability, higher temperatures and extreme
weather events. Such events or conditions, including
flooding or inadequate water supplies, could disrupt
mining and transport operations, mineral processing
and rehabilitation efforts, create resources or energy
shortages, increase energy costs, damage our
property or equipment and/or increase health and
safety risks at our assets. Such events or conditions
could have other adverse effects on our workforce
and on the communities surrounding our mine sites,
such as an increased risk of food insecurity, water
scarcity and prevalence of disease. We are also at risk
of reputational damage if key external stakeholders
perceive that we are not adequately responding to
the threat of climate change. Any of the
aforementioned risks related to climate change could
have a material adverse effect on our business,
financial condition and results of operations.
There are material differences for reporting
mineralized material between United States
reporting standards and the Canadian standards
used in this Prospectus.
There are material differences between the standards
and terms used for reporting reserves in Canada and
the United States. While the terms Mineral Resource,
measured Mineral Resource, indicated Mineral
Resource and inferred Mineral Resource are defined
by CIM and must be disclosed according to Canadian
securities regulations, the SEC does not recognize
them under SEC Industry Guide 7 and they are not
normally permitted to be used in reports and
registration statements filed with the SEC.
Notwithstanding this, because we prepare our
Mineral Reserve and Mineral Resource estimates in
accordance with Canadian disclosure requirements,
they contain Mineral Resource estimates, which are
required by NI 43-101. Mineral Resource estimates
for properties that have not commenced production
are based, in many instances, on limited geological
information and widely spaced drill hole information,
which is not necessarily indicative of the conditions
between and around drill holes, and a limited degree
of other study work which would ordinarily be
required to convert Mineral Resources into Mineral
Reserves. Accordingly, such Mineral Resource
estimates may require revision as more geological
advancement, drilling or study information becomes
available or as actual production experience is gained.
No assurance can be given that any part or all of our
Mineral Resources constitute or will be converted
into Mineral Reserves. Information about our mineral
deposits may not be comparable to similar
information made public by U.S. domestic mining
companies, including information prepared according
to Industry Guide 7.
Endeavour’s business may face IT and cyber
security threats.
Our operations depend, in part, on how well
protected our software, hardware,
telecommunication and other information
technology systems are. Our operations also depend
on the timely maintenance, upgrade and replacement
of networks, equipment, information technology
systems and software, as well as pre-emptive
expenses to mitigate the risk of failures. Any of these
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and other events could result in information system
failures, delays and/or increase in capital expenses.
Such failure of the foregoing could, depending on the
nature of such failure, adversely impact our
reputation and results of operations. Due to the
remote locations of our operations, we rely on
microwave connectivity with a backup link to supply
a network on which our employees can execute their
work tasks and communicate with friends and family.
A loss of connectivity at one or more of our sites or
our corporate offices could materially impact
operations. Furthermore, with many of our office
staff working from home due to the COVID-19
pandemic, a failure of or breach of our cloud-based
network could result in a material impact on our
operations.
We are also subject to the risks related to
cybersecurity attacks or cybercrime. The
sophistication and magnitude of cybersecurity
incidents are increasing and include malicious
software, attempts to gain unauthorised access to
data and other electronic security and protected
information breaches that could lead to production
downtime, attempts to induce the transfer of funds
through fraud, operational delays, the comprising of
confidential or otherwise protected information,
destruction or corruption of data, other manipulation
or improper use of our systems and networks or
financial losses for remedial actions. Despite multi-
layered security software having been implemented
and being regularly maintained, there is no guarantee
that our systems and the information they contain
will not be hacked or compromised, which may result
in the disclosure of confidential information or
information that is protected by data privacy laws,
the theft of our financial assets through fraudulent
transactions, or the damage to, or unavailability or
outage of, vital production monitoring systems and
telemetry at our mine sites which results in
operations being suspended for an indeterminate
period of time. Any of these factors could have a
material adverse effect on our business, results of
operations and financial condition.
FINANCIAL RISKS
Our activities expose us to a variety of risks that may
include currency risk, credit risk, liquidity risk, interest
rate risk and other price risks, including equity price
risk. We examine the various financial instrument
risks to which it is exposed and assesses any impact
and likelihood of those risks.
Internal Controls
Internal controls provide no absolute assurances as to
reliability of financial reporting and financial
statement preparation, and ongoing evaluation may
identify areas in need of improvement. We assess our
system of internal control over financial reporting
from time to time and undertakes continuous
improvements of such internal controls. A control
system, no matter how well designed and operated,
can provide only reasonable, not absolute, safeguards
with respect to the reliability of financial reporting
and financial statement preparation. Our internal
controls over financial reporting may not be
adequate. No evaluation can provide complete
assurance that our internal control over financial
reporting will detect or uncover all failures of persons
within the business to disclose material information
required to be reported. Accordingly, we do not
expect that our internal control over financial
reporting will prevent or detect all errors and all
fraud. If we are unable to maintain effective internal
controls on an ongoing basis, investors could lose
confidence in the reliability of our financial
statements, and this could harm our business and
have a negative effect on the market value of our
securities.
Credit risk
Credit risk is the risk that the counterparty to a
financial instrument will cause a financial loss for the
Corporation by failing to discharge its obligations.
There has been no change in our objectives and
policies for managing this risk in the year ended
December 31, 2020. Our maximum exposure to credit
risk is as follows:
Table 11: Exposure to credit risk
($'000)
December 31,
2020
December 31,
2019
Cash 644,970
189,889
Trade and other
receivables
52,812 19,228
Working capital loan -
541
Derivative financial
assets
- -
Marketable securities 778
1,224
Long-term receivable 804
13,332
Restricted Cash 24,398
9,958
Total 723,762
234,162
107
Liquidity risk
Liquidity risk is the risk that the Corporation will
encounter difficulty in meeting obligations associated
with its financial liabilities that are settled by
delivering cash or another financial asset. We have a
planning and budgeting process in place to help
determine the funds required to support the
Corporation's normal operating requirements.
Currency risk
Currency risk relates to the risk that the fair values or
future cash flows of our financial instruments will
fluctuate because of changes in foreign exchange
rates. Exchange rate fluctuations may affect the costs
that we incur in our operations including our capital
expenditures. Gold is sold in US dollars but our costs
are incurred in other currencies including Franc CFA,
Canadian dollars, Euros, Australian dollars, and UK
pounds sterling. We also hold cash and cash
equivalents, marketable securities, and other
receivables that are denominated in non-US dollar
currencies which are subject to currency risk. We
have not hedged our exposure to foreign currency
exchange risk. Therefore, changes in currency
exchange rates as well as associated transaction costs
could adversely affect our results in any given period.
Any fluctuations in the value of these foreign
currencies relative to the US dollar may result in
variations in our net income. Foreign currencies are
affected by several factors that are beyond our
control. These factors include economic conditions in
the relevant country and elsewhere and the outlook
for interest rates, inflation and other economic
factors. To date, we have not entered into hedging or
derivative arrangements to manage its foreign
exchange risk.
The table below highlights the net assets (liabilities)
we hold in foreign currencies:
Table 12: Net assets in foreign currencies
($'000)
December
31, 2020
December
31, 2019
Canadian dollar 92,371
309
CFA Francs 175,854
26,615
Euro 649
919
Other currencies 23,270
2,707
Total 282,144
30,550
The effect on earnings before taxes as at December
31, 2020, of a 10% appreciation or depreciation in the
foreign currencies against the US dollar on the above
mentioned financial and non-financial assets and
liabilities of the Corporation is estimated to be $28.2
million (December 31, 2019, $3.1 million), assuming
that all other variables remained constant. The
calculation is based on our statement of financial
position as at December 31, 2020.
Interest rate risk
Interest rate risk is the risk that future cash flows
from, or the fair values of, our financial instruments
will fluctuate because of changes in market interest
rates. We are exposed to interest rate risk primarily
on our 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. We continually monitor our exposure
to interest rates and are comfortable with our
exposure given the relatively low short-term US
interest rates and LIBOR.
The effect on earnings and other comprehensive loss
before tax as at December 31, 2020, of a 10% change
in the LIBOR rate on the Facility is estimated to be
$1.0 million (December 31, 2019 - $1.0 million).
Borrowings under our Bridge Loan and RCF (the
“Facilities”) accrue interest at variable rates and any
borrowings would expose us to interest rate cost and
interest rate risk. If interest rates increase, our debt
service obligations on the variable rate indebtedness
will increase even though the amount borrowed
remains the same. This would in turn result in a
decrease in our net income and cash flows, limiting
our ability to use resources for growth and
investment in operations. The RCF contains a number
of typical financial covenants, including maximum
leverage levels and minimum interest cover levels,
which, if breached, may result in the enforcement by
secured lenders of their collateral interests, which
may result in the acceleration of any other
debt/financing we have containing a cross-
acceleration or cross-default provision, including
under the Notes.
Our ability to make scheduled payments on the Notes
depends on our financial condition and operating
performance, which are subject to prevailing
economic and competitive conditions beyond our
108
control, including global financial conditions and
related fluctuations in the gold price. Sustained falling
gold prices may result in the deterioration of free cash
flow generation. We cannot be certain that our future
cash flow from operations will be sufficient to allow
us to pay principal and interest on our debt and meet
other obligations, including under the Notes. There is
a possibility that we may need to access the RCF to
provide the required funding to repay the Notes.
However, a default and related enforcement by the
secured lenders under the Facilities, would permit the
lenders thereunder to terminate all commitments to
extend further credit under the RCF, in such event, we
may not have sufficient funds to repay amounts
owing under the Notes, which would allow the
acceleration of repayment of all amounts due under
the Notes. Should this occur it may result in us losing
control over our business and a material adverse
effect on shareholder value.
Price risk
Price risk is the risk that the fair value or future cash
flows of our financial instruments will fluctuate
because of changes in market prices. There has been
no change in our objectives and policies for managing
this risk and no significant changes to our exposure to
price risk during the year ended December 31, 2020.
Endeavour'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.
Our business is capital intensive and is funded
through cash flow from our operations and external
financing sources. If we decide to make further
acquisitions or to construct greenfield projects or
pursue an ambitious exploration program (which we
currently have) we may require additional capital. We
may also encounter significant unanticipated
liabilities or expenses. Our ability to continue to
implement our business strategy, as well as our ability
to discharge unanticipated liabilities and expenses,
depends on our ability to generate sufficient free cash
flow from our operating mines, each of which is
subject to certain risks and uncertainties. We may be
required to obtain additional equity or debt financing
in the future to fund exploration and development
activities or acquisitions of additional assets. There
can be no assurance that we will be able to obtain
such financing in a timely manner, on acceptable
terms or at all.
Endeavour's use of derivative instruments
involves certain inherent risks, including credit
risk, market liquidity risk, and unrealized mark-
to-market risk.
From time to time, we employ hedging tools for a
portion of our gold production and commodity prices
to protect a portion of our cash flows against
decreases in the price of gold or increases in the price
of the underlying commodities we use. The main
hedging tools available to protect against price risk
are collar contracts which involve a combination of
put and call options or forward sales. Various
strategies are available using these tools. Although
hedging activities may protect us against a low gold
price or commodity price fluctuations, they may also
(i) limit the price that can be realized on the portion
of hedged gold where the market price of gold
exceeds the strike price in forward sale or call option
contracts, and (ii) stipulate a price at which a
commodity (such as fuel) must be purchased, which
may be higher than the prevailing market price for
that commodity.
109
DIVIDENDS AND DISTRIBUTIONS
The Corporation declared its first dividend on January 11, 2021. A dividend of $0.37 per Endeavour Share, which was
paid on February 5, 2021 to shareholders of record as at the close of business on January 22, 2021. Endeavour’s first
dividend sets the path to a sustainable dividend policy, based on its capital allocation framework and its strategy of
maximizing long term shareholder value. The Board expects to declare future dividends. The declaration and
payment of future dividends and the amount of any such dividends will be subject to the determination of the Board,
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 constating
documents, applicable laws, including the rules and policies of any applicable stock exchange, any contractual
restrictions on dividends, and any other factors that the Board deems appropriate at the relevant time. There are
no restrictions on the Corporation's ability to pay dividends or make distributions, other than pursuant to the terms
of its Bridge Loan and Revolving Credit Facility.
DESCRIPTION OF CAPITAL STRUCTURE OF ISSUER
GENERAL DESCRIPTION OF CAPITAL STRUCTURE
Endeavour's authorised share capital is $30,000,000 divided into 300,000,000 ordinary shares with a par value of
$0.10 each, being the Endeavour Shares.
ENDEAVOUR SHARES
The Endeavour Shares confer upon the holders thereof the right to receive notice of, to attend and to vote at, all
meetings of the Corporation. The holders of Endeavour Shares are entitled to receive dividends if, as and when
declared by the Board of Directors in respect of the Endeavour Shares. The Endeavour Shares are transferable by
their holders subject to compliance with the provisions of the articles of association of the Corporation in relation
to transfers. The Endeavour Shares confer upon the holders rights in a winding-up or repayment of capital, and the
right to participate in the profits or assets of the Corporation in accordance with the articles of association.
The Endeavour Shares are not redeemable by the Corporation or the holder of such shares. Subject to applicable
law, the Corporation may purchase its own Endeavour Shares on such terms and in such manner as the directors
may determine and agree with the shareholder, and make a payment in respect of the purchase of its own Endeavour
Shares otherwise than out of profits or the proceeds of a new issue of shares.
As at March 30, 2021, 252,550,009 Endeavour Shares were issued and outstanding.
MARKET FOR SECURITIES
PRICE RANGE AND TRADING VOLUMES OF ENDEAVOUR SHARES
Endeavour Shares are listed and posted for trading on the TSX under the trading symbol "EDV" and are quoted for
trading on OTCQX International (“OTCQX”) under the symbol “EDVMF”. The following tables set forth, for the
periods indicated, the reported high and low trading prices and volume of trading of the Endeavour Shares on the
TSX and the OTCQX.
Table 13: Trading Data for Endeavour Shares
High Low TSX High Low OTCQX
2020 (C$) (C$) Volume (US$) (US$) Volume
110
January
27.61 22.43 5,820,571 20.86 17.87 265,710
February
29.18 22.44 6,454,320 21.86 16.87 566,944
March
25.50 15.68 16,367,623 18.68 11.02 393,073
April
28.22 19.83 10,562,238 20.00 13.67 337,178
May
33.45 24.25 10,146,241 24.45 17.33 355,186
June
33.73 29.00 11,725,426 25.05 21.50 514,128
July
37.80 31.06 12,742,632 28.26 22.89 755,045
August
38.98 32.02 9,592,197 29.41 24.15 487,469
September
39.21 32.49 12,428,039 30.33 24.31 580,839
October
37.12 31.21 7,856,527 28.31 23.27 268,340
November
35.87 28.42 16,131,603 27.50 21.74 490,779
December
31.77 28.79 9,937,483 24.86 21.90 410,615
PRIOR SALES
The Corporation has issued the following unlisted securities during the most recently completed financial year:
Table 14: 2020 Issued Unlisted Securities
Date of Issuance
Price per
Security
Number of
Securities Issued
Performance Share Units
(1)
February 1, 2020
23.76
1,087,297
July 1, 2020 23.76
1,623
July 3, 2020 32.85
35,574
July 3, 2020
32.85
47,501
July 20, 2020 21.56
215,819
August 10, 2020 21.56
4,000
August 13, 2020 21.56
109,288
Deferred Share Units
(2)
March 31, 2020 21.92
5,275
June 30, 2020 32.85 5,611
September 30, 2020 33.15
4,785
December 31, 2020 29.62
4,784
(1)
This is the Endeavour Share price at the time of grant approval.
Performance Share Units ("PSUs") are issued pursuant to the
Corporation's PSU Plans and settled in shares when they vest on the
basis of the market price of the Endeavour Shares at that time and a
performance multiplier.
(2)
This is the Endeavour Share price at the time of grant. Deferred
Share Units ("DSUs") are issued to non-executive directors of the
Corporation pursuant to the Corporation's DSU Plan. DSUs are
settled in cash on the basis of the market price of the Endeavour
Shares following a director's resignation or retirement.
111
DIRECTORS AND OFFICERS
The Board is currently comprised of eleven directors of which ten are independent and three are women. The
Directors are elected each year at the annual meeting of shareholders to hold office until the next annual meeting,
resignation or until his or her successor is elected or appointed.
The following table lists the current directors and executive officers of the Corporation and in respect of each, sets
forth their present position with the Corporation, place of residence, principal occupation during the past five years,
the date on which each of them commenced serving as a director, and the number and percentages of Endeavour
Shares (being the Corporation's only class of voting securities) owned directly or indirectly or over which control or
direction is exercised by each of them as at March 26, 2021. The directors and executive officers have provided
and/or confirmed their respective information.
Table 15: Directors and Officers
Name and Residence of
Director/Officer and Present
Position with the Corporation
Principal Occupation
Date Commenced
Being a Director
Number of
Endeavour
Shares
MICHAEL E. BECKETT
(1) (2) (3) (4) (5)
London, England
Director and Chairman
Chairman of the Corporation September 1, 2010
(7)
Nil
JAMES ASKEW
(2) (4) (5)
Denver, Colorado
Director
Various Chairman and Director
appointments
July 20, 2017 Nil
ALISON BAKER
(2) (6)
London, England
Director
Various Director appointments March 5, 2020 Nil
SOFIA BIANCHI
(1) (3) (4) (5) (6)
Zug, Switzerland
Director
Various Director appointments and
Partner at Atlante Capital Partners, a
financial advisory firm
November 5, 2019 6,541
WILLIAM BIGGAR
Toronto, Canada
Director
Various Director appointments February 10, 2021 Nil
SÉBASTIEN DE MONTESSUS
London, England
Director and Chief Executive
Officer
Chief Executive Officer of the
Corporation
November 27, 2015 963,843
LIVIA MAHLER
(1) (4) (5) (6)
Vancouver, Canada
Director
Chief Executive Officer of
Computational Geosciences Inc., a
geophysical services company
October 1, 2016 Nil
DAVID MIMRAN
Abidjan, Côte d'Ivoire
Director
Entrepreneur and Investor February 10, 2021 602,600
(8)
NAGUIB SAWIRIS
Cairo, Egypt
Director
Entrepreneur, Investor and
Philanthropist
November 27, 2015 Nil
(9)
112
Name and Residence of
Director/Officer and Present
Position with the Corporation
Principal Occupation
Date Commenced
Being a Director
Number of
Endeavour
Shares
FRANK WHEATLEY
North Vancouver, Canada
Director
Various Director appointments
President & Chief Executive Officer of
Karnalyte Resources Ltd. (2018 – 2019)
Chief Executive Officer of Yellowhead
Mining Inc. (2015 – 2018)
February 10, 2021 Nil
TERTIUS ZONGO
(2) (3) (6)
Ouagadougou, Burkina Faso
Director
Various Director appointments July 1, 2020 Nil
PASCAL BERNASCONI
Abidjan, Côte d'Ivoire
Executive Vice President, Public
Affairs, Corporate Social
Responsibility, and Security
Executive Vice President, Public Affairs,
Corporate Social Responsibility, and
Security of the Corporation
N/A
93,787
PATRICK BOUISSET
London, England
Executive Vice President,
Exploration & Growth
Executive Vice President, Exploration &
Growth of the Corporation
N/A
404,308
MORGAN CARROLL
Monaco
Executive Vice President
Corporate Finance, General
Counsel and Secretary
Executive Vice President Corporate
Finance, General Counsel and Secretary
of the Corporation
N/A
248,442
HENRI DE JOUX
London, England
Executive Vice President, People,
IT and Supply Chain
Executive Vice President, People, IT and
Supply Chain of the Corporation
N/A
156,639
MARK MORCOMBE
London, England
Executive Vice President and Chief
Operating Officer
Executive Vice President and Chief
Operating Officer of the Corporation
Chief Operating Officer, Centamin
(2018-2019), Chief Operating Officer,
Acacia Mining (2016-2018)
N/A Nil
JOANNA PEARSON
London, England
Executive Vice President and Chief
Financial Officer
Executive Vice President and Chief
Financial Officer of the Corporation
Partner, Deloitte LLP (2008-2020)
N/A Nil
(1)
Remuneration Committee Members: Michael Beckett (Chair), Sofia Bianchi and Livia Mahler
(2)
ESG Committee Members: Michael Beckett (Chair), James Askew, Alison Baker and Tertius Zongo
(3)
Corporate Governance and Nominating Committee Members: Michael Beckett, Sofia Bianchi (Chair)
and Tertius Zongo
(4)
Technical, Health and Safety Committee Members: Michael Beckett, James Askew (Chair), Sofia
Bianchi and Livia Mahler
(5)
Special Committee Members: Michael Beckett, James Askew (Chair), Sofia Bianchi and Livia Mahler
(6)
Audit Committee Members: Alison Baker (Chair), Sofia Bianchi, Livia Mahler and Tertius Zongo
(7)
Prior to this Mr. Beckett was a director of Endeavour Financial Corporation, the forerunner of the
Corporation.
113
(8)
As at March 30, 2021, Mr. David Mimran directly holds 602,600 Endeavour Shares and Tablo
Corporation (“Tablo”), a privately-held investment holding company controlled by Mr. David Mimran,
holds 15,578,307 Endeavour Shares. Collectively, Mr. David Mimran has control over about 6.41% of
the issued Endeavour Shares.
(9)
As at March 30, 2021 La Mancha, a privately-held gold investment company, whose ultimate beneficial
owner is Mrs.Yousriya Nassif Loza holds 19.10% of the issued and outstanding Endeavour Shares. Mr.
Naguis Sawiris is Chairman of La Mancha and as such has influence over La Mancha but does not
exercise control over voting.
As at March 30, 2021, to the best of the Corporation's knowledge based on information furnished by the directors
and officers of the Corporation, as a group, except for the Endeavour Shares held by La Mancha but including the
Endeavour Shares held by Tablo, the directors and officers of the Corporation exercised control and direction,
directly or indirectly, over 7.15% of the issued Endeavour Shares. As at March 30, 2021, Mr. David Mimran directly
holds 602,600 Endeavour Shares. In addition, Tablo, a privately-held investment holding company controlled by Mr.
David Mimran, holds 15,578,307 Endeavour Shares. Collectively, Mr. David Mimran has control over about 6.41% of
the issued Endeavour Shares. As at March 30, 2021, La Mancha holds 48,240,323 Endeavour Shares or about 19.10%
of the issued Endeavour Shares. La Mancha is a privately-held gold investment company, whose ultimate beneficial
owner is Mrs.Yousriya Nassif Loza. Mr. Naguib Sawiris is Chairman of La Mancha and as such has influence over La
Mancha but does not exercise control over voting.
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES
No director or officer of the Corporation is or within the 10 years before the date of this AIF has been, a director or
officer of any other issuer that, while such person was acting in that capacity:
(i) was the subject of a cease trade or similar order or an order that denied such other issuer access
to any exemptions under Canadian securities legislation for a period of more than 30 consecutive
days; or
(ii) was subject to an event that resulted, after the director or officer ceased to be a director or officer,
in the Corporation being the subject of a cease trade order or similar order or an order that denied
the relevant issuer access to any exemption order under Canadian securities legislation, for a
period of more than 30 consecutive days.
Except as disclosed below, no director or officer of the Corporation or shareholder holding a sufficient number of
securities of the Corporation to affect materially the control of the Corporation is or has been (within the 10 years
before the date of this AIF), a director or officer of any other issuer that, while such person was acting in that capacity
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise
with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets.
Ms. Mahler was appointed a non-executive director of Zwoop Limited ("Zwoop"), a privately held technology
company, on September 23, 2018. On December 18, 2018, Zwoop was placed into voluntary wind-up and liquidators
were appointed under the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance
(CWUMPO). Ms. Mahler was a director of Zwoop on the date it was placed into voluntary wind-up and liquidation.
PERSONAL BANKRUPTCIES
No director, officer or shareholder holding a sufficient number of the Corporation's securities to affect materially
the control of the Corporation has, within 10 years before the date of this AIF, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or
her assets.
114
PENALTIES OR SANCTIONS
No director, officer or shareholder holding a sufficient number of the Corporation's securities to affect materially
the control of the Corporation has been subject to any penalties or sanctions imposed by a court relating to Canadian
securities legislation or has entered into a settlement agreement with a Canadian securities regulatory authority, or
has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.
CONFLICTS OF INTEREST
To the best of knowledge of the Corporation, and other than as disclosed in this AIF, its latest AGM management
information circular, in the notes to its consolidated financials and its MD&A, there are no existing or potential
material conflicts of interest between the Corporation or any of its subsidiaries and any director or officer of the
Corporation/subsidiary.
The Corporation's directors and officers may serve as directors or officers of other companies or have significant
shareholdings in other companies that are similarly engaged in the business of acquiring, developing and exploiting
natural resource properties. These associations with other resource companies may give rise to conflicts of interest
from time to time. The directors and officers of the Corporation are required to disclose any interest that they may
have in a contract or transaction, the Corporation has entered, or proposes to enter into. If a conflict of interest
arises at a meeting of the board of directors, any director in a conflict is required to disclose his/her interest and
abstain from voting on such matter. In determining whether the Corporation will participate in any project or
opportunity, the directors will primarily consider the degree of risk to which the Corporation may be exposed and
its financial position at the time. In accordance with the laws of the Cayman Islands, the directors of the Corporation
are required to act honestly, in good faith and in the best interests of the Corporation. The Corporation has adopted
a business conduct and ethics policy, which is applicable to all directors, officers and employees. A copy of the policy
can be obtained from our website at ww.endeavourmining.com.
AUDIT COMMITTEE
The following information is provided in accordance with Form 52-110F1 – Audit Committee Information Required
in an Annual Information Form ("Form 52-110F1") of Multilateral Instrument 52-110 - Audit Committees ("MI 52-
110") adopted by the Canadian Securities Administrators.
AUDIT COMMITTEE CHARTER
The Audit Committee's charter is set out in full in Schedule "A".
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee is comprised of Alison Baker (Chair), Sofia Bianchi, Livia Mahler and Tertius Zongo. All members
are independent and financially literate.
RELEVANT EDUCATION AND EXPERIENCE
Alison Baker is a chartered accountant with over 25 years’ experience in providing audit, capital markets, advisory
and assurance services. She has extensive emerging markets experience in the energy and mining sectors, having
previously led the UK and EMEA Oil & Gas practice at PricewaterhouseCoopers and prior to that the UK Energy,
Utilities and Mining Assurance practice at Ernst & Young. She is currently Audit Committee Chair at FTSE250 listed
companies KAZ Minerals plc and Helios Towers plc, and Audit Committee Chair at Rockhopper Exploration plc. She
is a qualified chartered accountant of the Institute of Chartered Accountants of England and Wales
115
Sofia Bianchi is a finance professional with over 30 years of experience. As Deputy Managing Director of the Emerging
Africa Infrastructure Fund, she played a leading role in the establishment of the first dedicated African infrastructure
fund focused on financing private sector infrastructure projects. She is the Founding Partner of Atlante Capital
Partners, which specializes in financial restructuring and turnarounds of structurally undervalued businesses in
emerging markets. Ms. Bianchi is currently an independent non-executive director of Yellow Cake plc and Sitex SA
and served on the Board of Kenmare Resources plc from 2008 to 2017. She holds an MBA from The Wharton School.
Livia Mahler has significant experience in corporate governance, having sat on a number of Audit and Compensation
committees. Ms. Mahler previously served on the Audit and Compensation committees of Ivanhoe Mines (TSX),
Diversified Royalty Corp. (TSX), Turquoise Hill Resources Ltd. (NYSE/TSX) and DuSolo Fertilizers Inc. (TSX.V). She holds
an MBA from the University of British Columbia.
Tertius Zongo is the former Prime Minister of Burkina Faso (2007-2011). He has also held a number of positions
within the Burkinabe government including Minister of State for Planning and Budget and Minister of Economy and
Finance. Before his career in government, Tertius taught accounting, business economics and financial management
at the University of Ouagadougou and the National School of Financial Controls in Burkina Faso. He holds a Bachelor
of Arts and a master’s degree in economics from the University of Dakar, Senegal, in addition to a business
management degree from the Institute of Business Management of Nantes, France.
NON-AUDIT SERVICES
Engagements for the provision of non-audit services are approved by both the Audit Committee and the
Corporation's board of directors at the commencement of each financial year, and if applicable, will be considered
on a case-by-case basis during the course of the year.
EXTERNAL AUDITOR SERVICE FEES
The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years are set out below:
Table 16: Auditor Fees
December 31, 2020
(1)
(C$)
December 31, 2019
(C$)
Audit Fees
(2)
2,582,969
1,845,954
Tax Fees
(3)
564,667
455,005
All Other Fees
(4)
748,881
117,449
Total Fees 3,896,517
2,418,408
(1)
The fees for 2020 include the fees for the Corporation’s previous
auditor, Deloitte LLP, up to the date of their resignation in August
2020, and the fees for the successor auditor, BDO LLP, from their
date of appointment in August to the end of the year.
(2)
"Audit Fees" are the aggregate fees billed by the auditors for audit
services.
(3)
"Tax Fees" are fees for tax compliance work, preparing the annual
tax returns and tax planning issues.
(4)
"All Other Fees" are the aggregate fees paid to the auditors for
general advisory services.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Corporation is not a party to, nor is any of its property the subject of, any material inbound legal proceedings,
and there are no material inbound legal proceedings known by the Corporation to be contemplated. The Corporation
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has not (i) received any penalties or sanctions imposed against us by a court relating to securities legislation or by a
securities regulatory authority during the financial year ended December 31, 2020, (ii) received any other penalties
or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable
investor in making an investment decision, and (iii) entered any settlement agreements with a court relating to
securities legislation or with a securities regulatory authority during the financial year ended December 31, 2020.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than a private placement to La Mancha due to La Mancha exercising the anti-dilution rights under its Investor
Rights Agreement dated September 18, 2015, as amended on June 1, 2017, in connection with the acquisition of
SEMAFO (as described elsewhere in this AIF), the Corporation is not aware of any material interest, direct or indirect,
of any director or officer of the Corporation, or any person or company that is a direct or indirect beneficial owner
of, or who exercises control or direction over, more than 10% of the Endeavour Shares, or any affiliate of such
persons or companies, in any transaction within the three most recently completed financial years or during the
current financial year that has materially affected or will materially affect the Corporation.
TRANSFER AGENT AND REGISTRAR
The Corporation's Canadian transfer agent and registrar is Computershare Investor Services Inc. at its principal office
in Vancouver, British Columbia, co-agent office in Toronto, Ontario and US co-agent office in Golden, Colorado. The
website address of Computershare is www.computershare.com.
MATERIAL CONTRACTS
Except for contracts entered into by the Corporation in the ordinary course of business or otherwise disclosed herein,
the Corporation has no contracts which can reasonably be regarded as material.
INTERESTS OF EXPERTS
AUDITORS
The auditors of the Corporation are BDO LLP, Statutory Auditors, and are independent of the Corporation within
the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.
BDO LLP was the auditor of the Corporation for the year ended December 31, 2020 and Endeavour's consolidated
annual financial statements for the year ended December 31, 2020, filed under National Instrument 51-102, contain
the report of BDO LLP given on their authority as experts in auditing and accounting.
OTHER EXPERTS
Certain technical information relating to the Corporation's material mineral properties contained within this AIF is
based on the following technical reports prepared in accordance with NI 43-101. Each of these reports is available
on SEDAR at www.sedar.com as follows:
Under Endeavour’s Profile
The Houndé Report titled “Technical Report on the Houndé Gold Mine, Republic of Burkina Faso”, dated
effective December 31, 2019, prepared by Salih Ramazan of Endeavour, Kevin Harris of Endeavour, Gerard
De Hert, formerly of Endeavour and Mark Zammit of Cube Consulting Pty Ltd.
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The Ity Report titled “Technical Report on the Ity Gold Mine, Republic of Cote D’Ivoire” dated effective
December 31, 2019, prepared by Salih Ramazan of Endeavour, Kevin Harris of Endeavour, Gerard De Hert,
formerly of Endeavour and Mark Zammit of Cube Consulting Pty Ltd.
Under SEMAFO’s Profile
The Tapoa Report entitled “Natougou Gold Deposit Project, Burkina Faso” dated March 23, 2016 prepared
under the supervision of Neil Lincoln of Lycopodium Minerals Canada Ltd., with the participation of Marius
Phillips of Lycopodium Minerals Canada Ltd., Glen Williamson of AMC Consultants (Canada) Ltd, John
Graindorge of Snowden Mining Industry Consultants Pty. Ltd., Jean-Sébastien Houle of WSP Canada Inc.
and Timothy Rowles of Knight Piésold Consulting.
The Mana Report entitled “Mana Property, Burkina Faso, NI 43-101 Technical Report, Disclosing the Results
of the Siou Underground Prefeasibility Study”, dated March 26, 2018, with an effective date of December
31, 2017 prepared under the supervision of Richard Gowans of Micon, with the participation of Christopher
Jacobs of Micon, Eur Ing Bruce Pilcher of Micon, Jane Spooner of Micon, and Charley Murahwi of Micon.
Under Teranga’s Profile
The Sabodala-Massawa Project Report titled “Sabodala-Massawa Project, Pre-feasibility Study, National
Instrument 43-101 Technical Report”, dated August 21, 2020, prepared by Manochehr Oliazadeh of
Lycopodium Minerals Canada Ltd., Sindy Cheng of Lycopodium Minerals Canada Ltd., James Christopher
Lane of L&MGS Pty Ltd, Graham E. Trusler of Digby Wells Environmental Ltd., Patti Nakai-Lajoie of
Endeavour and Stephen Ling of Endeavour.
The Wahgnion Gold Report titled “Technical Report on the Wahgnion Gold Operations, Burkina Faso” dated
October 31, 2018, prepared by Stephen Ling of Endeavour, Peter Mann, formerly of Teranga, Patti Nakai-
Lajoie of Endeavour, Jeff Martin of EcoMetrix, David Gordon of Lycopodium Minerals Canada Ltd., William
Sarunic of Xstract Mining Consultants Pty Ltd., Ian Ward of Ian Ward Consulting Services, and David Morgan
of Knight Piésold Consulting.
None of the qualified persons referred to above, other than Kevin Harris, Stephen Ling, Patti Nakai-Lajoie and Salih
Ramazan, who are employees of the Corporation, had any interest, direct or indirect, in any securities or other
properties of the Corporation, or any of its associates or affiliates, at the time the applicable report was prepared.
None of the authors of any report referred to above have received or will receive from the Corporation any
properties or any securities representing more than one percent of the outstanding securities of the Corporation or
of any of the Corporation's associates or affiliates.
ADDITIONAL INFORMATION
Additional information relating to the Corporation may be found on SEDAR at www.sedar.com and on the
Corporation's website at www.endeavourmining.com.
Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the
Corporation's securities and securities authorized for issuance under equity compensation plans is contained in the
Corporation's most recent management information circular.
Additional financial information is provided in the Corporation's audited consolidated financial statements and
management discussion and analysis for the year ended December 31, 2020.
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APPENDIX "A" – AUDIT COMMITTEE CHARTER
Audit Committee Charter
Reference to the “Board” shall mean the Board of Directors.
Reference to the “Committee” shall mean the Audit Committee.
Reference to the “Committee Chair” shall mean the chair of the Committee.
Reference to the “Senior Management” means the executive management team, the Company Secretary, and
any other senior executives or managers of the Company designated by the Board as “Senior Management”
for this purpose.
1 Purpose
The purpose of the Committee is to ensure that there are formal and transparent policies and procedures in
place to safeguard the independence and effectiveness of the internal and external audit functions, that
assure the integrity of the Company’s financial and narrative statements and that manage risk through an
effective internal framework of controls.
2 Membership
2.1 The Committee shall comprise at least three members, all of which shall be independent non-executive
directors in accordance with the relevant provisions of the UK Corporate Governance Code and the
applicable policies and guidelines of the Canadian Securities Administrators. At least one member shall have
recent and relevant financial experience and competence in accounting and/or auditing and the Committee
as a whole shall have competence relevant to the sector in which the Company operates. The Chair of the
Board shall not be a member of the Committee.
2.2 Members of the Committee shall be appointed by the Board, on the recommendation of the Corporate
Governance & Nomination Committee in consultation with the Chair of the Committee. Appointments shall
be for a period of up to three years which may be extended for up to two additional three-year periods,
provided members continue to be independent.
2.3 Only members of the Committee have the right to attend Committee meetings. However, the Chief Executive
Officer, Chief Financial Officer, Director of Internal Audit and external audit lead partner will be invited to
attend meetings of the Committee on a regular basis and other individuals may be invited to attend all or
part of any meeting as and when appropriate. Other board members will also be invited to observe the
meetings where external financial reporting matters are to be discussed.
2.4 The Board shall appoint the Committee Chair. In the absence of the Committee Chair and/or an appointed
deputy at a Committee meeting, the remaining members present shall elect one of themselves to chair the
meeting.
2.5 Any Committee member may resign at any time by providing notice (whether by hand or in electronic form)
to the Company Secretary. Any such resignation shall take effect from the receipt of the notice by the
Company Secretary or any later time specified in the notice. Unless otherwise specified in the notice, a notice
of resignation is not required to be accepted for it to be effective.
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3 Secretary
The Company Secretary or their nominee shall act as the secretary of the Committee and will ensure that
the Committee receives information and papers in a timely manner to enable full and proper consideration
to be given to issues.
4 Quorum
The quorum necessary for the transaction of business shall be two members.
5 Frequency of meetings
5.1 The Committee shall meet at least four times a year at appropriate intervals in the financial reporting and
audit cycle and otherwise as required.
5.2 Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals
involved in the Company’s governance, including the Board Chair, the Chief Executive Officer, the Chief
Financial Officer, the external audit lead partner and the Director of Internal Audit.
6 Notice of meetings
6.1 Meetings of the Committee shall be convened by the secretary of the Committee at the request of the
Committee Chair or any of its members, or at the request of the external audit lead partner or head of
internal audit if they consider it necessary.
6.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an
agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person
required or invited to attend no later than five working days before the date of the meeting. Supporting
papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.
7 Minutes of meetings
7.1 The secretary shall minute the proceedings and decisions of all meetings of the Committee, including
recording the names of those present and in attendance.
7.2 The secretary shall also ascertain, at the beginning of each meeting, the existence of any conflicts of interest
and minute them accordingly. If any conflicts of interest exist in relation to a particular member of the
Committee on any particular issue, then such member of the Committee shall not participate or vote on the
issue that gave rise to such a conflict of interest.
7.3 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved,
minutes should be circulated to all other members of the Board and the Company Secretary, unless it would
be inappropriate to do so.
8 Engagement with shareholders
8.1 The Committee Chair should attend the annual general meeting to answer shareholder questions on the
Committee’s activities.
8.2 In addition, the Committee Chair should seek engagement with shareholders on significant matters related
to the Committee’s areas of responsibility.
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9 Duties
The Committee should have oversight of the group as a whole and, unless required otherwise by regulation,
carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole,
as appropriate.
9.1 Financial reporting
9.1.1 The Committee shall monitor the integrity of the financial statements of the Company, including its
annual and quarterly reports, interim management discussion and analysis statements, preliminary
announcements and any other formal statements, such as quarterly production reports and other
press releases relating to its financial performance, and review and report to the Board on significant
financial reporting issues and judgements which those statements contain having regard to matters
communicated to it by the auditor. The Committee shall also (wherever practicable) review
summary financial statements, significant financial returns to regulators and any financial
information contained in certain other documents, such as announcements of a price sensitive
nature.
9.1.2 In particular, the Committee shall review and challenge where necessary:
(i) the application of significant accounting policies and any changes to them;
(ii) the methods used to account for significant or unusual transactions where different
approaches are possible;
(iii) whether the Company has adopted appropriate accounting principles and policies and
made appropriate estimates and judgements, taking into account the external auditor’s
views on the financial statements (as well as being aware of new and developing accounting
standards that may affect the Company);
(iv) significant estimates made by management;
(v) the clarity and completeness of disclosures in the financial statements and the context in
which statements are made (and assessing the risk that financial statements contain
material misstatements);
(vi) all material information presented with the financial statements, including the strategic
report and the corporate governance statements relating to the audit and to risk
management, management’s discussion and analysis of operations;
(vii) management letters; and
(viii) financial announcements and press releases for the purpose of recommending approval by
the Board prior to its release.
9.1.3 The Committee shall review any other statements requiring Board approval which contain financial
information first, where to carry out a review prior to Board approval would be practicable and
consistent with any prompt reporting requirements under any law or regulation including the Listing
Rules, Prospectus Regulation Rules or Disclosure Guidance and Transparency Rules.
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9.1.4 Where the Committee is not satisfied with any aspect of the proposed financial reporting by the
Company, it shall report its views to the Board.
9.2 Narrative reporting
Where requested by the Board, the Committee should review the content of the annual report and accounts
and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s position and performance, business model
and strategy and whether it informs the Board’s statement in the annual report on these matters that is
required under the Code.
9.3 Internal controls and risk management systems
The Committee shall:
9.3.1 keep under review the Company’s disclosure controls and procedures and internal financial controls
systems (the “Controls”) that identify, assess, manage and monitor financial risks, and its internal
control and risk management systems;
9.3.2 consider whether the Controls:
(i) provide reasonable assurance that material information relating to the Company (including
its consolidated subsidiaries (if any)) is made to the Chief Executive Officer and Chief
Financial Officer (particularly during the period in which the Company’s annual filings are
being prepared); and
(ii) provide reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements for external purposes in accordance with the
Company’s Generally Accepted Accounting Principles;
9.3.3 review and approve the statements to be included in the annual report concerning internal control,
risk management, including the assessment of principal risks and emerging risks, and the viability
statement;
9.3.4 review the adequacy of resources assigned to assess control and what steps the Senior Management
of the Company have taken to eliminate any potentially serious weaknesses in internal control,
including a review of executive expense procedures and use of Company assets, the capital
investment control process and financial instruments procedures; and
9.3.5 review the systems established to ensure compliance with the Company’s policies, plans,
procedures, laws, regulations and means of safeguarding assets (including the adequacy of controls
surrounding electronic data processing and computer security).
9.4 Compliance, speaking up and fraud
The Committee shall:
9.4.1 review the adequacy and security of the Company’s arrangements for its employees, contractors
and external parties to raise concerns, in confidence, about possible wrongdoing in financial
reporting or other matters (including potential fraud or questionable accounting controls or auditing
5
matters). The Committee shall ensure that these arrangements allow proportionate and
independent investigation of such matters and appropriate follow up action;
9.4.2 review and consider any transactions and agreements between the Group and any related parties,
including considering any requirements under Listing Rule 11, and have the power to approve any
small related party transactions (within the meaning of Annex 1 to Listing Rule 11);
9.4.3 review and maintain the Company’s procedures for detecting fraud, including making modifications
where appropriate;
9.4.4 review and maintain the Company’s Whistleblower Policy, including making modifications where
appropriate;
9.4.5 review the Company’s systems and controls for the prevention of bribery and receive reports on
non-compliance;
9.4.6 review regular reports from the Money Laundering Reporting Officer on the adequacy and
effectiveness of the Company’s anti-money laundering systems, policies and controls; and
9.4.7 review regular reports from the Compliance Officer and keep under review the adequacy and
effectiveness of the Company’s compliance function.
9.5 Internal audit
The Committee shall:
9.5.1 approve the appointment or termination of appointment of the head of internal audit and the terms
of any engagement of any external consultants for the purposes of internal audit activities;
9.5.2 review and approve the role and mandate of internal audit and monitor and review the
effectiveness of its work;
9.5.3 review and annually approve the internal audit charter ensuring it is appropriate for the current
needs of the organisation;
9.5.4 review and approve the annual internal audit plan to ensure it is aligned to the key risks of the
business
and receive regular reports on work carried out. The Committee shall pay particular
attention to the areas in which the work of the risk, compliance, finance, internal audit and external
audit functions may be aligned or overlapping and overseeing these relationships to ensure they
are coordinated and operating effectively to avoid duplication;
9.5.5 ensure that the internal audit function has unrestricted scope, the necessary resources and access
to information to enable it to fulfil its mandate, ensure there is open communication between the
different functions and that the internal audit function evaluates the effectiveness of these
functions as part of its internal audit plan, and ensure that the internal audit function is equipped
to perform in accordance with appropriate professional standards for internal auditors;
9.5.6 ensure internal audit has direct access to the Board Chair and to the Committee Chair, providing
independence from the executive and accountability to the Committee;
6
9.5.7 carry out an annual assessment of the effectiveness of the internal audit function and as part of this
assessment:
(i) meet with the Director of Internal Audit without the presence of management to discuss
the effectiveness of the function;
(ii) review and assess the annual internal audit work plan;
(iii) receive a report on the results of the internal auditor’s work;
(iv) determine whether it is satisfied that the quality, experience and expertise of internal audit
is appropriate for the business; and
(v) review the actions taken by management to implement the recommendations of internal
audit and to support the effective working of the internal audit function;
9.5.8 monitor and assess the role and effectiveness of the internal audit function in the overall context of
the Company’s risk management system and the work of compliance, finance and the external
auditor; and
9.5.9 consider whether an independent, third party review of internal audit effectiveness and processes
is appropriate.
9.6 External audit
The Committee shall:
9.6.1 consider and make recommendations to the Board, to be put to shareholders for approval at the
AGM, in relation to the appointment, re-appointment and removal of the Company’s external
auditor;
9.6.2 develop and oversee the selection procedure for the appointment of the external audit firm in
accordance with applicable Code and regulatory requirements, conducting the tender process and
ensuring that all tendering firms have access to all necessary information and individuals during the
tender process;
9.6.3 if an external auditor resigns, investigate the issues leading to this and decide whether any action is
required;
9.6.4 oversee the relationship with the external auditor. In this context, the Committee shall:
(i) approve their remuneration, including both fees for audit and non-audit services, and
ensure that the level of fees is appropriate to enable an effective and high-quality audit to
be conducted;
(ii) approve their terms of engagement, including any engagement letter issued at the start of
each audit and the scope of the audit;
9.6.5 assess annually, the external auditor’s independence and objectivity taking into account relevant
law, regulation, the Ethical Standard and other professional requirements and the group’s
relationship with the auditor as a whole, including any threats to the auditor’s independence and
the safeguards applied to mitigate those threats, including the provision of any non-audit services;
7
9.6.6 satisfy itself that there are no relationships between the auditor and the Company (other than in
the ordinary course of business) which could adversely affect the auditor’s independence and
objectivity;
9.6.7 agree with the Board a policy on the employment of former employees of the Company’s auditor,
taking into account the Ethical Standard and legal requirements, and monitor the application of this
policy;
9.6.8 monitor the auditor’s processes for maintaining independence, its compliance with relevant UK law,
Canadian law, regulation, other professional requirements and the Ethical Standard, including the
guidance on the rotation of audit partner and staff and, if determined by the Committee,
recommend to the Board that appropriate action is taken to ensure the independence of the
auditor;
9.6.9 monitor the level of fees paid by the Company to the external auditor compared to the overall fee
income of the firm, office and partner and assess these in the context of relevant legal, professional
and regulatory requirements, guidance and the Ethical Standard;
9.6.10 assess annually the qualifications, expertise and resources, and independence of the external
auditor and the effectiveness of the external audit process, which shall include a report from the
external auditor on their own internal quality procedures;
9.6.11 seek to ensure co-ordination of the external audit with the activities of the internal audit function;
9.6.12 evaluate the risks to the quality and effectiveness of the financial reporting process in the light of
the external auditor’s communications with the Committee;
9.6.13 develop and recommend to the Board the Company’s formal policy and guidelines on the provision
of non-audit services by the auditor, including prior approval of non-audit services by the Committee
and specifying the types of non-audit service to be pre-approved, and assessment of whether non-
audit services have a direct or material effect on the audited financial statements. The policy should
include consideration of the following matters:
(i) threats to the independence and objectivity of the external auditor and any safeguards in
place;
(ii) the nature of the non-audit services;
(iii) whether the external audit firm is the most suitable supplier of the non-audit service;
(iv) the fees for the non-audit services, both individually and in aggregate, relative to the audit
fee; and
(v) the criteria governing compensation;
9.6.14 meet regularly with the external auditor (including once at the planning stage before the audit and
once after the audit at the reporting stage) and, at least once a year, meet with the external auditor
without management being present, to discuss the auditor’s remit and any issues arising from the
audit;
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9.6.15 discuss with the external auditor the factors that could affect audit quality and review and approve
the annual audit plan, ensuring it is consistent with the scope of the audit engagement, having
regard to the seniority, expertise and experience of the audit team;
9.6.16 review with the external auditor any audit problems or difficulties and management’s response and
facilitate the resolution of disagreements between management and the auditors regarding
financial reporting;
9.6.17 review the findings of the audit with the external auditor. This shall include but not be limited to,
the following;
(i) a discussion of any major issues which arose during the audit;
(ii) the auditor’s explanation of how the risks to audit quality were addressed;
(iii) key accounting and audit judgements;
(iv) the auditor’s view of their interactions with Senior Management; and
(v) levels of errors identified during the audit;
9.6.18 review any representation letter(s) requested by the external auditor before they are signed by
management;
9.6.19 review the management letter and management’s response to the auditor’s findings and
recommendations; and
9.6.20 review the effectiveness of the external audit process, taking into consideration relevant UK and
Candian professional and regulatory requirements, and including an assessment of the quality of
the audit, the handling of key judgements by the auditor, and the auditor’s response to questions
from the Committee.
10 Reporting responsibilities
10.1 The Committee Chair shall report formally to the Board on the Committee’s proceedings after each meeting
on all matters within its duties and responsibilities and shall also formally report to the Board on how it has
discharged its responsibilities. This report shall include:
10.1.1 the significant issues that it considered in relation to the financial statements (required under
paragraph 8.1.1) and how these were addressed;
10.1.2 its assessment of the effectiveness of the external audit process (required under paragraph 8.6.10),
the approach taken to the appointment or reappointment of the external auditor, length of tenure
of audit firm, when a tender was last conducted and advance notice of any retendering plans; and
10.1.3 any other issues on which the board has requested the Committee’s opinion.
10.2 The Committee shall make whatever recommendations to the board it deems appropriate on any area within
its remit where action or improvement is needed.
10.3 The Committee shall compile a report on its activities to be included in the Company’s annual report. The
report should describe the work of the Committee, including:
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10.3.1 an explanation of how the Committee has addressed the independence and effectiveness of the
external audit process and the approach taken to the appointment or reappointment of the external
auditor, information on the length of tenure of the current audit firm, when a tender was last
conducted and advance notice of any retendering plans;
10.3.2 the significant issues that the Committee considered in relation to the financial statements and how
these issues were addressed, having regard to matters communicated to it by the auditor;
10.3.3 an explanation of how auditor independence and objectivity are safeguarded if the external auditor
provides non-audit services, having regard to matters communicated to it by the auditor and all
other information requirements set out in the Code; and
10.3.4 a statement of compliance with the provisions of the CMA Order.
10.4 In compiling the reports referred to in 9.1 and 9.3, the Committee should exercise judgement in deciding
which of the issues it considers in relation to the financial statements are significant, but should include at
least those matters that have informed the board’s assessment of whether the Company is a going concern
and the inputs to the Board’s viability statement. The report to shareholders need not repeat information
disclosed elsewhere in the annual report and accounts, but could provide cross-references to that
information.
10.5 Disclose annually in the Company’s Annual Information Form (and as required, by cross-reference, in the
Management Information Circular) information on the carrying out of its responsibilities under this charter
and on other matters as required by applicable securities regulatory authorities in Canada.
11 Other matters
The Committee shall:
11.1 have access to sufficient resources in order to carry out its duties, including access to the Company Secretary
for assistance as required;
11.2 be provided with appropriate and timely training, both in the form of an induction programme for new
members and on an ongoing basis for all members;
11.3 give due consideration to laws and regulations, including the provisions of the Code and published guidance,
the requirements of the Financial Conduct Authority’s Listing Rules, Prospectus Regulation Rules and
Disclosure Guidance and Transparency Rules, the CMA Order and any other applicable rules, as appropriate;
11.4 be responsible for co-ordination of the internal and external auditors;
11.5 oversee any investigation of activities which are within its terms of reference;
11.6 work and liaise as necessary with all other Board committees, ensuring interaction between committees and
with the Board is reviewed regularly, taking particular account of the impact of risk management and internal
controls being delegated to different committees;
11.7 ensure that a periodic evaluation of the Committee’s performance is carried out; and
11.8 at least annually, review this Charter to ensure it is operating at maximum effectiveness and recommend
any changes it considers necessary to the Board.
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12 Authority
The Committee is authorised to:
12.1 seek any information it requires from any employee of the Company in order to perform its duties;
12.2 sub-delegate any or all of its powers and authority as it thinks fit to one or more of its members, members
of management or the Company Secretary, including, without limitation, through the establishment of sub-
committees which are to report back to the Committee.
12.3 obtain, at the Company’s expense, independent legal, accounting or other professional advice on any matter
it believes it necessary to do so;
12.4 call any employee to be questioned at a meeting of the Committee as and when required; and
12.5 have the right to publish in the Company’s annual report, details of any issues that cannot be resolved
between the Committee and the Board. If the Board has not accepted the Committee’s recommendation on
the external auditor appointment, reappointment or removal, the annual report should include a statement
explaining the Committee’s recommendation and the reasons why the Board has taken a different position.
